Exhibit 10.C


DONALDSON COMPANY, INC.


COMPENSATION
PLAN FOR NON-EMPLOYEE DIRECTORS


	
 

	
 

	
 

	
 


	
1. 

	
PURPOSE 


	
 

	
 


	
 

	
The
 purpose of the Plan is to enable non-employee Directors of Donaldson Company,
 Inc., (the “Company”) to elect to receive their fees as members of the Board
 of Directors and Committees of the Board in the form most advantageous to
 them. The Plan permits an election to defer such compensation and accumulate
 it with interest at the same rate as the Company has obtained for the Fixed
 Income Option of its Salaried Retirment Savings (401(k)) Plan.


	
 

	
 


	
2. 

	
EFFECTIVE DATE 


	
 

	
 


	
 

	
November
1, 1985 


	
 

	
 


	
3. 

	
ELIBIBILITY 


	
 

	
 


	
 

	
All
 members of the Board of Directors who are not employees of the Company.


	
 

	
 


	
4. 

	
COMPENSATION COVERED BY THE PLAN 


	
 

	
 


	
 

	
The
 compensation covered by the Plan will be fees paid to members of the Board of
 Directors for their services as such. Special compensation for services to
 the Company as part of their business or professional activities, such as
 legal, investment advisory and like services, will not be compensation for
 purposes of this Plan.


	
 

	
 


	
5. 

	
ELECTION TO DEFER 


	
 

	
 


	
 

	
Each
 Director may, in lieu of receiving current compensation, elect to defer:


	
 

	
 


	
 

	
 

	
A.

	
All
 compensation;


	
 

	
 

	
 

	
 


	
 

	
 

	
B.

	
A
 designated percentage of the compensation; (in 10% increments)


	
 

	
 

	
 

	
 


	
6. 

	
ACCOUNTING FOR DEFERRED
COMPENSATION 


	
 

	
 


	
 

	
The
 Company will establish an account (“Deferral Account”) for each Director who
 has elected to defer compensation and will credit said account on the last
 day of each month with the amount of deferred compensation earned during that
 month.
















	
 

	
 

	
 

	
 


	
 

	
 

	
A.

	
The
 Company shall also include interest, quarterly, on the average monthly
 balance held in the Deferral Account. The rate of interest to be credited
 shall be the same rate of interest as applied in the Fixed Income Option of
 the Company’s Salaried Retirement Savings (401(k)) Plan.


	
 

	
 

	
 

	
 


	
 

	
 

	
B.

	
The
 Company may provide other ways for ascertaining the applicable interest and
 allow the Director to elect which of such ways shall apply to his account.


	
 

	
 

	
 

	
 


	
7. 

	
FUNDING OF THE DEFERRAL ACCOUNT 


	
 

	
 


	
 

	
The
 amounts credited to each Director in the Deferral Account shall not be held
 by the Company in a trust, escrow or similar fiduciary capacity, and neither
 the Director, nor any legal representative, shall have any right against the
 Company with respect to any portion of the account except as a general
 unsecured creditor of the Company.


	
 

	
 


	
8. 

	
DISTRIBUTION
OF DEFERRAL COMPENSATION 


	
 

	
 


	
 

	
At
 the time of the election to defer, each Director shall elect the time and
 manner in which the value of his Deferral Account shall be distributed. Such
 election shall be irrevocable when made with respect to the current plan
 year. The Director shall be entitled to receive, or to commence receiving,
 distributions from the Deferral Account as follows:


	
 

	
 


	
 

	
 

	
A.

	
On
 a date set by the Director;


	
 

	
 

	
 

	
 


	
 

	
 

	
B.

	
Upon
 the attainment of an age determined by the Director;


	
 

	
 

	
 

	
 


	
 

	
 

	
C.

	
On
 the occurrence of a stated event, such as his death, retirement from his
 principal business activity, termination of services as a Director,
 disability or any other event or occurrence stipulated by him and approved by
 the Administrator.


	
 

	
 

	
 

	
 


	
 

	
Each
 Director shall be entitled to receive distributions from the Deferral Account
 in any one of the following forms:


	
 

	
 


	
 

	
 

	
D.

	
In
 a lump sum;


	
 

	
 

	
 

	
 


	
 

	
 

	
E.

	
In
 approximately equal quarterly installments over a period of years stipulated
 by him;


	
 

	
 

	
 

	
 


	
 

	
 

	
F.

	
In
 approximately equal quarterly installments with a value stipulated by him
 until the Deferral Account is exhausted; or


	
 

	
 

	
 

	
 


	
 

	
 

	
G.

	
Any
 other form or manner of distribution determined by him and approved by the
 Administrator.


	
 

	
 

	
 

	
 


	
 

	
Notwithstanding
 any other provision of this Plan, upon the occurrence of a change in control,
 all elections to defer compensation under this Plan shall immediately
 terminate, all Deferral Accounts shall be
















	
 

	
 


	
 

	
adjusted
 for contributions, distributions and interest credits through to the date of
 the change in control and all Deferral Accounts shall be distributed to the
 Director (or the Beneficiary of a deceased Director) in a single lump sum
 cash payment within thirty (30) days of the date of the change in control.
 For this purpose, change in control shall have the meaning specified in the
 “1989 Amendment to Donaldson Company, Inc. 1980 Master Stock Compensation
 Plan” as the same may be amended from time to time.


	
 

	
 


	
9. 

	
MANNER
OF ELECTION 


	
 

	
 


	
 

	
On
 or before March 1, 1986 and thereafter prior to December 1 of each year, each
 Director shall be entitled to file an instrument with the Administrator
 exercising his election under the Plan. Such election may be revoked or
 amended at any time, pursuant to a written notice sent to the Plan
 Administrator. The revocation or amendment will become effective as of the
 following December 1. If a Director does not file an instrument under this plan,
 his compensation shall be paid to him in cash on a non-deferral basis.


	
 

	
 


	
10. 

	
DISTRIBUTION
IN EVENT OF DEATH 


	
 

	
 


	
 

	
In
 the event of Death, distribution of the account will be made to the
 Beneficiary named by the Director. If no such Beneficiary has been named, to
 that person who would have a right to receive such distribution by will or
 by the applicable laws of descent and distribution.


	
 

	
 


	
11. 

	
ADMINISTRATION
OF THE PLAN 


	
 

	
 


	
 

	
The
 Administrator of the Plan shall be the Secretary of the Company. The Administrator
 shall interpret the Plan and make all decisions with respect to the rights of
 Directors hereunder. The Company shall at least annually (August 31 of each
 year) supply each participating director with a statement of their account.


	
 

	
 


	
12. 

	
AMENDMENT
OR TERMINATION 


	
 

	
 


	
 

	
This Plan may be amended or terminated at any time
 by the Board of Directors; provided, however, that the rights of a Director
 or former Directors theretofore accrued under the Plan shall not thereby be
 affected without their consent.





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