Excess Pension Plan

EXHIBIT 10.I


DONALDSON COMPANY, INC.
EXCESS PENSION PLAN
(1999 RESTATEMENT)


As Amended and Restated Effective as of July 30, 1999


DONALDSON COMPANY, INC.
EXCESS PENSION PLAN
(1999 RESTATEMENT)


TABLE OF CONTENTS


PAGE


SECTION 1. ESTABLISHMENT AND PURPOSE.........................................1


1.1. Establishment
1.2. Purpose


SECTION 2. DEFINITIONS.......................................................2


2.1. Account
2.2. Affiliate
2.3. Beneficiary
2.4. Board
2.5. Change of Control
2.5.1. Affiliate
2.5.2. Beneficial Owner
2.5.3. Exchange Act
2.5.4 Person
2.6. Code
2.7. Committee
2.8. Company
2.9. Compensation
2.10. Compensation Credit
2.11. Deferral Credit
2.12. Deferred Compensation Plan
2.13. Disability, Disabled
2.14. Effective Date
2.15. Eligible Employee
2.16. ERISA
2.17. Participant
2.18. Pay Credit
2.19. Pension Account Balance
2.20. Pension Plan
2.21. Plan
2.22. Plan Year
2.23. Termination of Employment


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2.24. Vested


SECTION 3. ELIGIBILITY AND PARTICIPATION.....................................6


3.1. Eligibility
3.2. Commencement of Participation
3.3. Termination of Participation
3.4. Overriding Exclusion


SECTION 4. CREDITED AMOUNTS..................................................7


4.1. Initial Credit
4.2. Compensation
4.3. 415 Credit
4.4. Vesting


SECTION 5. TIME AND MANNER OF PAYMENTS.......................................8


5.1. Time of Payment
5.2. Manner of Payment
5.3. Changes in Time and Manner of Payment
5.4. Change in Control Distributions
5.5. Acceleration of Payments
5.5.1. When Available
5.5.2. Forfeiture
5.6. Death Benefit
5.7. Beneficiary Designation


SECTION 6. ACCOUNT..........................................................10


6.1. Participant Accounts
6.2. Investment of Accounts
6.3. Charges Against Accounts


SECTION 7. FUNDING..........................................................11


7.1. Funding
7.2. Corporate Obligation


SECTION 8. FORFEITURE OF BENEFITS...........................................12


SECTION 9. ADMINISTRATION...................................................13


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9.1. Authority
9.2. Liability
9.3. Procedures
9.4. Claim for Benefits
9.5. Claims Procedure
9.5.1. Original Claim
9.5.2. Claims Review Procedure
9.5.3. General Rules
9.6. Payments upon Imposition of Federal or State Taxes
9.7. Legal Fees
9.8. Errors in Computations


SECTION 10. MISCELLANEOUS....................................................16


10.1. Not an Employment Contract
10.2. Nontransferability
10.3. Tax Withholding
10.4. Expenses
10.5. Governing Law
10.6. Amendment and Termination
10.7. Rules of Interpretation


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DONALDSON COMPANY, INC.
EXCESS PENSION PLAN
(1999 RESTATEMENT)


SECTION 1


ESTABLISHMENT AND PURPOSE


1.1. ESTABLISHMENT. Effective as of July 30, 1999, Donaldson Company, Inc. hereby amends and restates its unfunded, nonqualified deferred compensation plan for a select group of highly compensated employees known as the "DONALDSON COMPANY, INC. EXCESS PENSION PLAN".


Except as may be hereinafter specifically provided, this amended and restated Plan document shall not affect the rights of, or benefits payable to or with respect to, any Participant who died, retired or otherwise terminated employment prior to July 30, 1999. Except as hereinafter specifically provided, the rights of, and benefits payable to or with respect to, all such persons shall be governed under the Plan documents as in effect at the time of such death, retirement or other termination of employment.


1.2. PURPOSE. The purpose of this Plan is to enable the Company to replace benefits that will not be paid to a select group of management or highly compensated employees under the Donaldson Company, Inc. Salaried Employees' Pension Plan because of: (i) the limitation on benefits under section 415 of the Code, (ii) the compensation limitation under section 401(a)(17) of the Code, and (iii) the voluntary deferral of compensation under the nonqualified deferred compensation plan maintained by Donaldson Company, Inc. known as the Donaldson Company, Inc. Deferred Compensation and 401(k) Excess Plan and prior nonqualified deferred compensation arrangements.


SECTION 2


DEFINITIONS


The following words and phrases shall have the following meanings, unless a different meaning is plainly required by the context. Any masculine terminology used in the Plan shall also include the feminine gender and the definition of any terms in the singular shall also include the plural.


2.1. ACCOUNT -- the account established under this Plan for a Participant pursuant to Section 6.1.


2.2. AFFILIATE -- a business entity which is under "common control" with the Company or which is a member of an "affiliated service group" that includes the Company, as those terms are defined in section 414(b), (c) and (m) of the Code. A business entity shall also be treated as an Affiliate if, and to the extent that, such treatment is required by regulations under section 414(o) of the Code. In addition to said required treatment, the Committee may, in its discretion, designate as an Affiliate any business entity which is not such a "common control" or "affiliated service group" business entity but which is otherwise affiliated with the Company, subject to such limitations as the Committee may impose.


2.3. BENEFICIARY -- any person or entity validly designated by the Participant in accordance with Section 5 to receive the benefits, if any, payable from the Participant's Account after the Participant's death. Designated persons or entities shall not be considered Beneficiaries until the death of the Participant.


2.4. BOARD -- the Board of Directors of the Company.


2.5. CHANGE OF CONTROL -- a "Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:


(a) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 25% or
more of the combined voting power of the Company's then
outstanding securities, excluding any Person who becomes such
a Beneficial Owner in connection with a transaction described
in clause (i) of paragraph (c) below; or


(b) the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals
who, on the date hereof, constitute the Board and any new
director (other than a director whose initial assumption of
office is in connection with an actual or threatened election
contest, including but not limited to a consent solicitation,
relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for
election by the Company's stockholders was


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approved or recommended by a vote of at least two-thirds (2/3)
of the directors then still in office who either were
directors on the date hereof or whose appointment, election or
nomination for election was previously so approved or
recommended; or


(c) there is consummated a merger or consolidation of the Company
or any direct or indirect subsidiary of the Company with any
other corporation, other than (i) a merger or consolidation
which would result in the voting securities of the Company
outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity
or any parent thereof), in combination with the ownership of
any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any subsidiary of the
Company, at least 60% of the combined voting power of the
securities of the Company or such surviving entity or any
parent thereof outstanding immediately after such merger or
consolidation, or (ii) a merger or consolidation effected to
implement a recapitalization of the Company (or similar
transaction) in which no Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the
Company's then outstanding securities; or


(d) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets,
other than a sale or disposition by the Company of all or
substantially all of the Company's assets to an entity, at
least 60% of the combined voting power of the voting
securities of which are owned by stockholders of the Company
in substantially the same proportions as their ownership of
the Company immediately prior to such sale.


Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions. Solely for purposes of this Section 2.5, the following words and phrases shall have the following meanings:


2.5.1. AFFILIATE -- an "affiliate" within the meaning of Rule 12b-2 promulgated under Section 12 of the Exchange Act.


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2.5.2. BENEFICIAL OWNER -- a "beneficial owner" within the meaning of Rule 13d-3 under the Exchange Act.


2.5.3. EXCHANGE ACT -- the Securities Exchange Act of 1934, as amended from time to time.


2.5.4 PERSON -- a "person" within the meaning of Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.


2.6. CODE -- the Internal Revenue Code of 1986, including applicable regulations for the specified section of the Code. Any reference in this Plan Statement to a section of the Code, including the applicable regulation, shall be considered also to mean and refer to any subsequent amendment or replacement of that section or regulation.


2.7. COMMITTEE -- the Human Resources Committee of the Board of Directors of the Company.


2.8. COMPANY -- Donaldson Company, Inc. and, except in determining under Section 2.5 hereof whether or not any Change in Control has occurred, shall include any successor by merger, purchase or otherwise.


2.9. COMPENSATION -- the amount of remuneration paid to an Eligible Employee that was treated as "Compensation" for the purpose of calculating Pay Credits.


2.10. COMPENSATION CREDIT -- any amount credited to an Eligible Employee in accordance with Section 4.1.


2.11. DEFERRAL CREDIT -- any amount credited to an Eligible Employee under Section 4.1, 4.2 or 4.3 of the Deferred Compensation Plan.


2.12. DEFERRED COMPENSATION PLAN -- the nonqualified deferred compensation plan known as the "Donaldson Company, Inc. Deferred Compensation and 401(k) Excess Plan," as amended from time to time.


2.13. DISABILITY, DISABLED -- a physical or mental impairment which constitutes total and permanent disability and during which the Eligible Employee is not receiving any payments of an Early Retirement Pension or a Vested Benefit under the Pension Plan, and the Eligible Employee either:


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(a) is eligible to receive long-term disability benefits under the
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