DONALDSON COMPANY, INC. ESOP RESTORATION PLAN As Amended and Restated Effective as of August 1, 2003

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Exhibit 10-D

DONALDSON COMPANY, INC.

ESOP RESTORATION PLAN

(2003 Restatement)

As Amended and Restated Effective as of August 1, 2003

DONALDSON COMPANY, INC.

ESOP RESTORATION PLAN

(2003 Restatement)

TABLE OF CONTENTS

Page

SECTION 1.	ESTABLISHMENT AND PURPOSE			1

	1.1.	Establishment
	1.2.	Purpose

SECTION 2.	DEFINITIONS			1

	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.	Disability, Disabled
	2.10.	Effective Date
	2.11.	Eligible Employee
	2.12.	ERISA
	2.13.	ESOP
	2.14.	Participant
	2.15.	Plan
	2.16.	Stock Units
	2.17.	Termination of Employment
	2.18.	Vested

SECTION 3.	PARTICIPATION			4

	3.1.	Participation
	3.2.	Termination of Participation
	3.3.	Overriding Exclusion

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SECTION 4.	STOCK UNITS			5

	4.1.	Stock Units
	4.2.	Adjustment
	4.3.	Dividend Units
	4.4.	Vesting

SECTION 5.	TIME AND MANNER OF PAYMENTS			6

	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.	STOCK UNIT ACCOUNT			8

	6.1.	Participant Accounts
	6.2.	Charges Against Accounts

SECTION 7.	FUNDING			8

	7.1.	Funding
	7.2.	Corporate Obligation

SECTION 8.	FORFEITURE OF BENEFITS			8

SECTION 9.	ADMINISTRATION			9

	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

-ii-

SECTION 10.	MISCELLANEOUS		12

	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

APPENDIX A	ESOP RESTORATION PLAN PARTICIPANTS		A-1

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DONALDSON COMPANY, INC.

ESOP RESTORATION PLAN

(2003 Restatement)

SECTION 1

ESTABLISHMENT AND PURPOSE

1.1. Establishment . Effective as of August 1, 1990, Donaldson Company, Inc. established a nonqualified, unfunded supplemental deferred compensation plan for a select group of highly compensated employees known as the “DONALDSON COMPANY, INC. ESOP RESTORATION PLAN.” Effective as of August 1, 2003, the Plan document is amended and restated to be as set forth herein.

1.2. Purpose . The purposes of this Plan are to enable the Company to supplement the benefits for a select group of management or highly compensated employees under the Donaldson Company, Inc. Employee Stock Ownership Plan which will be reduced because of the compensation limitation under section 401(a)(17) of the Code; to provide a means whereby certain amounts payable by the Company to a select group of management or highly compensated employees may be deferred to some future period; and to attract and retain certain executive employees of outstanding competence.

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 bookkeeping 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 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.

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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.

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

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