March 14, 2006 Mr. Daniel S. Jaffee Oil-Dri Corporation of America 410 N. Michigan Avenue Chicago, IL 60611 Re: Restricted Stock Agreement (the “Agreement”) Dear Dan:Oil Dri Corporation of America • March 20th, 2006 • Miscellaneous manufacturing industries • Delaware
Subject to the terms and conditions of this Agreement and the Oil-Dri Corporation of America 2006 Long Term Incentive Plan (the “Plan”), Oil-Dri Corporation of America (the “Company”) hereby awards you a grant of shares of restricted Stock (as defined in the Plan), effective as of March 14, 2006. This award is subject to adoption of the Plan by the stockholders of the Company. The Plan is an integral part of, and is incorporated by reference in, this Agreement. Any capitalized terms not defined in this Agreement shall have the meanings specified in the Plan.
