SECOND AMENDMENT TO THE COMPASS MINERALS INTERNATIONAL, INC. DIRECTORS? DEFERRED COMPENSATION PLAN

This Amendment is adopted by Compass Minerals International, Inc., a corporation organized under the laws of the state of Delaware (the “ Company ”).

WHEREAS, the Company established the Compass Minerals International, Inc. Directors’ Deferred Compensation Plan (the “ Plan ”) effective as of the October 1, 2004, for the purpose of providing eligible non-employee directors with an opportunity to defer all or a portion of their fees; and

WHEREAS, the original Plan was amended and restated in its entirety effective as of January 1, 2005 (the “2005 Restatement”) to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the proposed IRS regulations and other interim guidance issued thereunder; and

WHEREAS, the Company now desires to amend the 2005 Restatement to comply with final IRS regulations issued pursuant to Section 409A of the Code;

NOW, THEREFORE, the Plan is amended as follows effective as of January 1, 2008:

A.           Section 1.4 is amended to read as follows:

Section 1.4   “ Change in Control ” shall mean a change in ownership or control of the Company effected through any one of the following events:

(i)           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, or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) 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 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

(ii)           The date a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; or

(iii)