Independent Director Retirement And Death Benefit Plan

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 ...