Summary of AMCOL INTERNATIONAL CORP

Item 1.01 Entry into a Material Definitive Agreement.

On February 10, 2009, AMCOL International Corporation (the "Company") entered into indemnification agreements with each of its directors and executive officers (each, an "Indemnitee"). Each indemnification agreement requires the Company to indemnify and advance litigation expenses to each Indemnitee to the fullest extent provided in Article Twelfth of the Company's Certificate of Incorporation and Article IX of the Company's By-Laws (discussed below). In the event the Certificate of Incorporation or By-Laws are amended to enhance the rights of a current or former director or officer of the Company to indemnification or advancement of expenses, an Indemnitee is entitled to such enhanced rights. In the event the Certificate of Incorporation or By-Laws are amended to decrease these rights, an Indemnitee is entitled to the same rights he was entitled to prior to such change.

The foregoing summary of the indemnification agreements does not purport to be complete and is qualified in its entirety by reference to the form of agreement attached to this Current Report on Form 8-K as Exhibit 10.1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.

On February 10, 2009, the Company's Board of Directors approved amendments to Article IX of the Company's By-Laws. These amendments were effective immediately. Previously, Article IX of the By-Laws simply referenced the indemnification rights included in Article Twelfth of the Company's Certificate of Incorporation. Amended Article IX of the By-Laws replaces the previous Article IX and includes provisions regarding indemnification and advancement of expenses. These provisions are generally based on the provisions of Article Twelfth of the Company's Certificate of Incorporation. Unlike the Certificate of Incorporation, the By-Law provision regarding the advancement of litigation expenses to directors and officers prior to the final disposition of a legal proceeding is mandatory, as opposed to permissive. The By-Law provisions also clarify and expand the breadth of certain provisions currently contained in Article Twelfth of the Certificate of Incorporation.

As in the Certificate of Incorporation, the amended By-Laws provide for mandatory indemnification for directors, officers, employees and agents of the Company (as well as trustees of certain benefit plans) where a lawsuit is brought against such person in connection with his position with the Company and he either acted in good faith or successfully defended such suit.

The By-Laws also include provisions regarding advancement of litigation expenses. Advancement is permissive for non-officer employees, agents and trustees, and requires an undertaking from such person to repay the Company in the event that it is later determined he was ineligible for indemnification. Directors and officers are entitled to mandatory advancement, with an undertaking and Board approval required in limited circumstances.

The amended By-Laws further track Article Twelfth of the Certificate of Incorporation, providing that the rights to indemnification and advancement of expenses are not exclusive of any other rights, survive termination of service and inure to the benefit of heirs. In addition, the amended By-Laws provide that the rights to indemnification and advancement of expenses conferred upon directors and officers are contract rights, and any amendment of the indemnification provisions in the By-Laws or Certificate of Incorporation is prospective only.

The foregoing summary of the By-Law amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Company's By-Laws, as amended February 10, 2009, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.2 and incorporated herein by reference.