Exhibit 10.D


DONALDSON
COMPANY, INC.


INDEPENDENT
DIRECTOR RETIREMENT AND DEATH BENEFIT PLAN


This Independent Director
Retirement and Death Benefit Plan (the “Plan”) has been adopted by the Board of
Directors (the “Board”) of Donaldson Company, Inc. (the “Company”) as of August
1, 1987 (the “Effective Date”).


	
 

	
 

	
 

	
 


	
1.

	
ELIGIBILITY


	
 

	
 

	
 

	
 


	
 

	
Persons who were directors
 of the Company on the Effective Date, or who become directors of the Company
 after the Effective Date, and are neither employees of the Company or its
 subsidiaries nor former employees of the Company or its subsidiaries
 (“Participants”) will become eligible to receive benefits as and to the
 extent provided under Sections 2 and 3 of the Plan.


	
 

	
 

	
 

	
 


	
2.

	
RETIREMENT OR OTHER
TERMINATION:    ELIGIBILITY 


	
 

	
 

	
 

	
 


	
 

	
When a Participant ceases
 to be a director of the Company because of (i) retirement, (ii) resignation,
 (iii) failure to be reelected to a succeeding term as a director following
 expiration of the director’s term of office; (iv) involuntary termination
 other than removal for cause, (v) death or (vi) disability, (in each of which
 events the directorship of the Participant is herein said to “Terminate”),
 the Participant shall be eligible to receive benefits hereunder, under the
 following conditions:


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Before Participant has
 Completed five (5) full years of Service as a Director


	
 

	
 

	
 

	
 


	
 

	
Benefits will be payable
 only in the event of the Participants’s death while serving as a member of
 the Board.


	
 

	
 

	
 

	
 


	
 

	
(b)

	
After Participant has
 completed five (5) full years of Service as a Director


	
 

	
 

	
 

	
 


	
 

	
Benefits will be payable
 under the following conditions:


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Retirement Under Terms of
 the Donaldson Company, Inc. Directors’ Retirement Policy


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Participant Terminates as
 a result of retirement as required under the terms of the Donaldson Company,
 Inc. Directors’ Retirement Policy then in effect.


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Resignation


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Participant Terminates as
 a result of a voluntary resignation.


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Failure to be Reelected


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Participant Terminates by
 reason of his/her failure to be reelected to a succeeding term as a director
 when the Participant’s term as director expires.
















	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
Involuntary Termination


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Participant Terminates
 otherwise than by Participant’s voluntary act, and otherwise than be removal
 for cause (i.e., proven dishonesty, gross misconduct or dereliction of duty)
 due to conflicts of interest such as outlined in the Company’s Code of
 Conduct. A Participant may be required to Terminate because of the Company’s
 entry into a new business, market, activity or relationship which, as
 determined by that Participant with the concurrence of the Board, creates a
 conflict between the pre-existing interests of the Participant and the
 interests of the Company.


	
 

	
 

	
 

	
 


	
 

	
 

	
(5)

	
Death


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Participant Terminates by
 reason of death.


	
 

	
 

	
 

	
 


	
 

	
 

	
(6)

	
Disability


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Participant Terminates
 following a determination by the Company’s Board of Directors that
 Participant is unable to fulfill the duties of a director of the Company by
 reason of disability, however caused.








	
 

	
 

	
 


	
3.

	
BENEFIT AMOUNT AND
 PAYMENTS


	
 

	
 

	
 


	
 

	
(a)

	
Benefit Amount


	
 

	
 

	
 


	
 

	
 

	
A Participant who becomes
 eligible to receive benefits under the Plan shall be entitled to a benefit
 equal to the final annual director retainer fee paid to that participant.


	
 

	
 

	
 


	
 

	
(b)

	
Benefit Payments


	
 

	
 

	
 


	
 

	
 

	
Payments of benefits
 (“Benefit Payments”) to a Participant shall be made in equal annual
 installments over a period equal to the number of years of the Participant’s
 service as a director of the Company or its subsidiaries up to a maximum of
 ten (10) years (for directors retiring after December 1, 1992 fifteen (15)
 years). Provided that if a Participant has completed five (5) full years of
 service, a partial year of service will be credited as a full year if .50 or
 greater.


	
 

	
 

	
 


	
 

	
 

	
If the Participant elects,
 in writing at least one year prior to termination, a lump sum amount equal to
 the then present value of Benefit Payments determined in the same manner as
 set forth in sub section (iv) of this Section 3 but as of Participant’s commencement date as
 hereinafter provided, shall be paid within sixty (60) days after the
 commencement date. The election may be made or changed anytime while a
 director; provided, that the election shall be irrevocable after a date one
 year prior to termination.


	
 

	
 

	
 


	
 

	
 

	
Exception:


	
 

	
 

	
 


	
 

	
 

	
A Participant who
 terminates because of death shall be credited with a full fifteen (15) years
 of service regardless of that Participant’s period of service as a director
 of the Company or its subsidiaries.
















	
 

	
 

	
 

	
 


	
 

	
Benefits will commence on
 the later of:


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
the January 1 next
 following the date on which the Participant Terminates; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
for terminated
 Participants, the January 1 next following the date on which (a) the
 Participant attains age sixty-five (65) or (b) (if earlier) the Participant
 dies;


	
 

	
 

	
 

	
 


	
 

	
except that:


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
benefits to a Participant
 who Terminates upon a determination of disability under Section 2 (b) (2)
 shall become payable commencing the January 1 next following the date on
 which the Participant Terminates, notwithstanding that the Participant has
 not attained age sixty-five (65) at that time; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
benefits to be paid after
 a Participant’s death shall be settled, if the Participant had so elected in
 writing, by payment to the Participant’s designated beneficiary within sixty
 (60) days after death of a lump sum amount equal to the then present value of
 unpaid Benefit Payments determined by use of the immediate annuity rate being
 applied at the date of the Participant’s death by the Pension Benefit
 Guaranty Corporation. If not so elected, any remaining installments will be
 paid to the Participant’s designated beneficiary.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Notwithstanding anything
 to the contrary, the Board in its sole and absolute discretion may at any
 time and for any reason elect to accelerate all or any portion of the Benefit
 Payments payable to (or with respect to) all or less than all of the
 Participants.


	
 

	
 

	
 

	
 


	
4.

	
ADMINISTRATION


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Taxes


	
 

	
 

	
 

	
 


	
 

	
 

	
The Company shall withhold
 federal, state or local taxes from Benefit Payments to the extent required by
 law.


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Non-Funded


	
 

	
 

	
 

	
 


	
 

	
 

	
The Company’s obligations
 under the Plan shall be an unfunded and unsecured promise to pay. Any assets
 which the Company may acquire to help meet its financial liabilities are and
 remain general assets of the Company subject to the claims of its creditors.
 The company does not give, nor does any Participant receive, any beneficial
 ownership interest in any asset of the Company.


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Continuation of
 Directorship


	
 

	
 

	
 

	
 


	
 

	
 

	
The Plan shall not be
 deemed to give any Participant the right to continue as a director of the
 Company.


	
 

	
 

	
 

	
 


	
 

	
(d)

	
Payments After Death
















	
 

	
 

	
 

	
 


	
 

	
 

	
Upon a Participant’s
 death, any Benefit Payments (including a lump-sum settlement elected under
 Section 3(b) (iv) payable with respect to that Participant, whether or not
 such payment had commenced, shall be paid to the beneficiary or beneficiaries
 who had been designated in writing to the Company by said Participant, or if
 such designation had been made, to said Participant’s estate.


	
 

	
 

	
 

	
 


	
 

	
(e)

	
Payments Due Incompetents
 or Minors


	
 

	
 

	
 

	
 


	
 

	
 

	
If the Board determines
 that any person to whom a payment is due hereunder is unable to care for his
 or her affairs because of physical or mental disability, or that such person
 is a minor, the Company shall have the authority to cause payments becoming
 due to such person to be made for the benefit of such person to any
 individual or entity deemed appropriate by the Company without responsibility
 of the Company to see to the application of such payments and in complete
 discharge of the obligations of the Company under the Plan.


	
 

	
 

	
 

	
 


	
 

	
(f)

	
Assignability


	
 

	
 

	
 

	
 


	
 

	
 

	
Except insofar as this
 provision may be contrary to applicable law, no sale, transfer, alienation,
 assignment, pledge, collateralization, or attachment of any benefits under
 the Plan shall be valid or recognized by the Company.


	
 

	
 

	
 

	
 


	
 

	
(g)

	
Amendment and Termination


	
 

	
 

	
 

	
 


	
 

	
 

	
The Board necessarily
 reserves the right to amend the Plan from time to time, or to terminate the
 Plan at any time, except that, notwithstanding such amendment or termination,
 each Participant shall receive Benefit Payments at least equivalent to


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
Benefit Payments the first
 of which become payable to or with respect to the Participant under the Plan
 prior to the date of amendment or termination (whether or not such first
 payment had been made); or


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
Benefit Payments none of
 which had become payable prior to the date of amendment or termination but to
 which the Participant had become entitled prior to such date because the
 Participant had Terminated; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
Benefit Payments to which
 the Participant later would have become entitled when the Participant
 Terminates, and which would have become payable to the Participant, if (a)
 the Plan had provided that the Participant receives credit under Section 3(b)
 hereof only for years of service as a director of the Company or its
 subsidiaries completed up to the date of amendment or termination, and (b)
 the Plan had not been terminated or amended (otherwise than to incorporate
 the assumption in (a) of this clause (iii)).


	
 

	
 

	
 

	
 


	
 

	
(h)

	
Governing Law
















	
 

	
 

	
 


	
 

	
 

	
The Plan shall be governed
 by the laws of the State of Minnesota to the extent not superseded by federal
 law.


	
 

	
 

	
 


	
 

	
(i)

	
Company


	
 

	
 

	
 


	
 

	
 

	
The term “Company” as used
 in the Plan shall include any successor to the Company by reason of merger,
 consolidation, the purchase of all or substantially all of the Company’s
 assets, or otherwise.





rfv2383










DONALDSON COMPANY, INC.

INDEPENDENT DIRECTOR RETIREMENT AND DEATH BENEFIT PLAN

BENEFICIARY DESIGNATIONS


	
 

	
 


	
 

	 


	
 

	
Date





TO:          CHAIRMAN
OF THE BOARD


          I
hereby designate the following as my beneficiary or beneficiaries as provided
for in the Donaldson company, Inc., Independent Director Retirement and Death
Benefit Plan to receive my account under said Plan in the event of my death. I
revoke all beneficiary designations previously executed by me under the Plan.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	 

	
 

	 

	
 

	 


	
 

	
 

	
Full
 Name

	
 

	
Relation

	
 

	
Social
 Security Number


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
2.

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	 

	
 

	 

	
 

	 


	
 

	
 

	
Full
 Name

	
 

	
Relation

	
 

	
Social
 Security Number


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
3.

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	 

	
 

	 

	
 

	 


	
 

	
 

	
Full
 Name

	
 

	
Relation

	
 

	
Social
 Security Number


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
4.

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	 

	
 

	 

	
 

	 


	
 

	
 

	
Full
 Name

	
 

	
Relation

	
 

	
Social
 Security Number





          I
direct that the beneficiaries named above who are living at my death receive my
account in the following manner:


	
 

	
 

	
 

	
 


	
 

	
____

	
 

	
The entire account to
 person No. 1, if living. If person No. 1 is not living, then to person No. 2,
 etc.


	
 

	
 

	
 

	
 


	
 

	
____

	
 

	
To person No. 1, if
 living. If person No. 1 is not living, then to persons No. ____ and ____ then
 living, in equal amounts.


	
 

	
 

	
 

	
 


	
 

	
____

	
 

	
To persons No. ____ and
 ____ then living, in equal amounts.





          I
elect that payment be made to my designated beneficiary or beneficiaries as
follows:


	
 

	
 

	
 

	
 


	
 

	
____

	
 

	
Within sixty (60) days
 after death of a lump sum amount equal to the then present value of unpaid
 Benefit Payments determined by use of the immediate annuity rate being
 applied at the date of my death by the Pension Benefit Guaranty Corporation.


	
 

	
 

	
 

	
 


	
 

	
____

	
 

	
In annual installments.








	
 

	
 

	
 

	
 


	
 

	
 

	 
	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
Signature

	
 


	
 

	
 

	
 

	
 


	 

	
 

	 

	
 


	
Witness

	
 

	
 

	
 





rfv2383