Exhibit 4.2

COMPASS MINERALS INTERNATIONAL, INC.

DIRECTORS’ DEFERRED COMPENSATION PLAN

Effective as of October 1, 2004

The Compass Minerals International, Inc. Directors’ Deferred Compensation Plan (as it may be amended from time to time, the “ Plan ”) has been adopted by Compass Minerals International, Inc., a corporation organized under the laws of the state of Delaware (the “ Company ”), effective as of October 1, 2004, for the benefit of its eligible non-employee directors.

ARTICLE I.
DEFINITIONS

Section 1.1                                       “ Account ” shall mean the bookkeeping account created by the Company pursuant to Article III of this Plan in accordance with an election by a Director to receive deferred cash compensation under Article II hereof.

Section 1.2                                       “ Affiliate ” shall mean with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with, such Person and/or one or more Affiliates thereof.  The term “Control” includes, without limitation, the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.  The term “Affiliate” shall not include at any time any portfolio companies of Apollo Management V, L.P. or its Affiliates.

Section 1.3                                       “ Board ” shall mean the Board of Directors of the Company.

Section 1.4                                       “ Change in Control ” shall mean a change in ownership or control of the Company effected through a transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries, a Principal Stockholder or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company or a Principal Stockholder) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 25% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition.

Section 1.5                                       “ Common Stock ” shall mean the common stock of the Company, par value $0.01 per share.

Section 1.6                                       “ Company ” shall have the meaning set forth in the recitals hereto.

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Section 1.7                                       “ Deferred Stock Unit ” shall mean the right of a Director to receive one share of Common Stock upon a distribution of his Account in accordance with Article IV.

Section 1.8                                       “ Deferred Fees ” shall have the meaning set forth in Section 3.1.

Section 1.9                                       “ Director ” shall mean a member of the Board who is not an employee of the Company or any of its subsidiaries.

Section 1.10                                 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

Section 1.11                                 “ Fair Market Value ” of a share of Common Stock as of any date shall be the average of the high and low trading prices for a share of Common Stock as reported on the New York Stock Exchange (or on any national securities exchange on which the Stock is then listed) for the immediately preceding date or, if no such prices are reported for that date, the average of the high and low trading prices on the next preceding date for which such prices were reported.

Section 1.12                                 “ Fees ” shall mean amounts payable to a Director for serving as a member of the Board, including without limitation any (a) annual or other periodic retainer payments; (b) fees payable for meeting attendance; (c) fees payable for committee membership; and (d) fees payable for Board or committee chairmanship.

Section 1.13                                 “ Fund ” shall have the meaning set forth in Section 3.4.

Section 1.14                                 “ Plan ” shall have the meaning set forth in the recitals hereto.

Section 1.15                                 “ Principal Stockholders ” shall mean Apollo Investment Fund V, L.P., Apollo Overseas Partners V, L.P., or any investment fund managed by Apollo Management V, L.P. or any of its Affiliates, and any of their successors and assigns.

Section 1.16                                 “ Year ” shall mean calendar year.

ARTICLE II.
ELECTION TO DEFER

Section 2.1                                       A Director may elect, on or before December 31 of any Year, to defer payment of all or a specified part of all Fees earned during the Year following such election and in any succeeding Years (until the Director ceases to be a Director); provided, however, that with respect to Year 2004 a Director may elect, within thirty days after the effective date of this Plan, to defer all or a specified part of all Fees payable on or after the effective date of this Plan.  Any person who shall become a Director during any Year, and who was not a Director of t