Exhibit
 10-R 




RETIREMENT
 CONSULTING
AND NONCOMPETE AGREEMENT 



          This
Agreement
 made and entered into this 29th day of August, 2005 by and between
Donaldson
Company, Inc., a Delaware corporation (the "Company") and William G. Van
 Dyke ("WVD"); 



          WITNESSETH
THAT:
 



          WHEREAS,
WVD
 has been employed in the capacities of Chairman, President and Chief
Executive Officer
of the Company for many years and retired as a director, officer and
employee effective
August 1, 2005; 



          WHEREAS,

the
 Board and Company desires to continue to have the right to consult with
 WVD and to
receive the continuing benefit of a noncompete agreement and WVD desires
 to make himself
available to provide consulting services to the Company and is willing
to agree to the
noncompetition restriction upon the terms and conditions herein
specified; 



          NOW,
THEREFORE,
 the parties hereto hereby agree as follows: 



     	1. 	
          Term of the Agreement. The period during which WVD
shall provide
          consulting services to the Company shall commence on September
 1, 2005, and
          terminate on August 31, 2010 or on the earlier death of WVD.
The term will
          consist of five one-year periods commencing on September 1st
 and
          ending on August 31st each year. 



          



     	2. 	
          Consulting Services. At the request of the Chief
Executive Officer of the
          Company, WVD shall investigate, research, consider, explore
and consult with and
          advise the Company concerning such matters relating to
business strategy,
          operations and corporate governance and other matters as the
Company shall
          determine. The Company and WVD contemplate that the consulting
 services of WVD
          will require WVD to make himself available from time to time
for consultation
          with the Chief Executive Officer of the Company. WVD shall
direct his
          communications to the Chief Executive Officer, or such other
officer as the
          Chief Executive Officer shall designate. 



          



     	3. 	
          Allowance. The Company agrees to provide to WVD the
following allowance
          in consideration of his availability for consulting services,
the expenses to be
          incurred by WVD, and the noncompetition agreement: 



          



	  	a.  	The
sum of $111,000, payable in one installment within 30 days of the
    commencement
of the agreement, which means it shall be due and payable on or
  before October
1, 2005.  







	  	b.  	To
assist WVD in providing services, the Company shall provide a computer
and
          peripherals, desk chair and fax machine. WVD shall be
responsible for all
          expenses other than expenses incurred as part of authorized
travel approved in
          advance by the Company in connection with such services.
Expense accounts shall
          be submitted to the Controller, or such other officer as the
Chief Executive
          Officer of the Company may designate.  



















     	4. 	
          Status of WVD. WVD shall be an independent contractor
and shall not be an
          employee or agent of the Company. He shall determine for
himself the details of
          providing services pursuant to this agreement. WVD shall have
no authority to
          commit or bind the Company unless specifically so authorized
in writing by the
          Company and then only to the extent of such authorization. 



          



     	5. 	
          Noncompete Agreement. WVD agrees that during the term
of this agreement,
          he will not 



          



	  	(a)  	                    directly
or indirectly, as a consultant, employee, director, partner,
                    stockholder, or agent, engage in or have a financial
 interest in, any
business                     which is engaged in the manufacture or sale
 of products or
the performance of                     services which are in competition
 with the
products then manufactured or sold or                     the services
then performed by
the Company or any of its subsidiaries;  







	  	(b)  	induce
employees of the Company or any of its subsidiaries to join any such
                    competing business; or  








	  	(c)  	solicit
customers of the Company in competition with                     the
Company.  








	 
 	Clause
 (a)
above shall not apply to the ownership of not more than 1% of the
outstanding stock of
any class of a public corporation registered under Section 12(b) or
12(g) of the
Securities Exchange Act of 1934.  






     	6. 	
          Notices. Any notice given under this agreement shall be
 sufficient if in
          writing and delivered or sent by certified or registered mail,
 if to the Company
          at 1400 West 94th Street, Minneapolis, MN 55431, Attention:
President, and if to
          WVD at 5425 West Highwood Drive, Edina, MN 55436, or at such
other address as
          either may advise the other by written notice. 



          



     	7. 	
          Assignment. This agreement shall not be assignable by
WVD and shall be
          binding upon and inure to the benefit of the Company and its
successors and
          assigns. 



          



     	8. 	
          Governing Law. This agreement shall be governed by and
construed in
          accordance with the laws of the State of Minnesota. 



          



          IN
WITNESS
 WHEREOF the parties hereto have executed this agreement on the day and
year first
above written. 






	 	DONALDSON
 COMPANY, INC.





	 	By:



	 	 	/s/ William
 M. Cook
	 	 	

William M. Cook,
President and CEO






	 	 	/s/
 William G. Van Dyke


	 	 	William G.
Van Dyke