0000897101-10-001864 Sample Contracts

DONALDSON COMPANY, INC. $30,000,000 4.85% Senior Notes, Series 2004-A Due December 17, 2011 SECOND SUPPLEMENT AND FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT Dated as of September 30, 2004
Note Purchase Agreement • September 24th, 2010 • Donaldson Co Inc • Industrial & commercial fans & blowers & air purifing equip • Illinois

THIS SECOND SUPPLEMENT AND FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Second Supplement”) is entered into as of September 30, 2004 between Donaldson Company, Inc., a Delaware corporation (the “Company”), each Purchaser listed in the attached Schedule A (individually a “Purchaser” and collectively, the “Purchasers”) and the other holders of outstanding Notes executing the signature pages hereto for the purpose of agreeing to Section 1(c) hereof and the amendments to the Note Purchase Agreement (the “other noteholders”) contained herein.

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2001 Master Stock Incentive Plan Stock Option Award Agreement • September 24th, 2010 • Donaldson Co Inc • Industrial & commercial fans & blowers & air purifing equip • Minnesota

This Stock Option Award Agreement (the “Agreement”) is made as of this xx day of xxxx, by and between Donaldson Company, Inc., a Delaware corporation (together with its subsidiaries, “Donaldson”) and «FIRSTNAME» «INITIAL» «LASTNAME», an employee of Donaldson (“Employee”).

RETIREMENT CONSULTING AND NONCOMPETE AGREEMENT
Retirement Consulting and Noncompete Agreement • September 24th, 2010 • Donaldson Co Inc • Industrial & commercial fans & blowers & air purifing equip • Minnesota

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");

NON-EMPLOYEE DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Employee Director Non-Qualified Stock Option Agreement • September 24th, 2010 • Donaldson Co Inc • Industrial & commercial fans & blowers & air purifing equip

OPTION AGREEMENT made this xxx day of xxx, xxxx, by and between Donaldson Company, Inc., a Delaware corporation (hereinafter, together with its subsidiaries, called “Donaldson”), and «FirstName» «Initial» «LastName», a non-employee Director of Donaldson (hereinafter called “Participant”).

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