DONALDSON CO INC
<DOCUMENT>
<TYPE>EX-10.I
<SEQUENCE>8
<FILENAME>donaldson034109s1_ex10i.txt
<TEXT>


                                                                    Exhibit 10-I








                             DONALDSON COMPANY, INC.
                               EXCESS PENSION PLAN
                               (2003 RESTATEMENT)


             As Amended and Restated Effective as of August 1, 2003




<PAGE>

                             DONALDSON COMPANY, INC.
                               EXCESS PENSION PLAN
                               (2003 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
                    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
             2.24.  Vested


                                      -i-

<PAGE>

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................................................8

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

SECTION 5.   TIME AND MANNER OF PAYMENTS.....................................9

             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.   FUNDING........................................................11

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

SECTION 7.   ACCOUNT........................................................12

             7.1.   Funding
             7.2.   Corporate Obligation

SECTION 8.   FORFEITURE OF BENEFITS.........................................13


SECTION 9.   ADMINISTRATION.................................................14

             9.1.   Authority
             9.2.   Liability
             9.3.   Procedures
             9.4.   Claim for Benefits
             9.5.   Claims Procedure
                    9.5.1.   Original Claim


                                      -ii-

<PAGE>

                    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..................................................17

             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





















                                     -iii-
<PAGE>

                             DONALDSON COMPANY, INC.
                               EXCESS PENSION PLAN
                               (2003 RESTATEMENT)


                                    SECTION 1

                            ESTABLISHMENT AND PURPOSE

1.1. ESTABLISHMENT. Effective as of August 1, 2003, 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 August 1, 2003. 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.


















<PAGE>


                                    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 approved or
                  recommended by a vote of at least two-thirds (2/3) of the
                  directors then still in office who either were


                                      -2-

<PAGE>

                  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.

         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.



                                       -3-
<PAGE>

         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:

         (a)      is eligible to receive long-term disability benefits under the
                  Company's separate long-term disability insurance plan (which
                  program shall be administered on a uniform and
                  nondiscriminatory basis); if such separate long-term
                  disability coverage is elected by the Eligible Employee, or

         (b)      is eligible to receive and is actually receiving (after the
                  applicable waiting period) benefits under the federal Social
                  Security Act as in effect at the time of the Disability.



                                       -4-
<PAGE>

2.14. EFFECTIVE DATE -- the amended and restated Plan document as set forth
herein is effective as of August 1, 2003.

2.15. ELIGIBLE EMPLOYEE -- any executive employee of the Company or its
Affiliates who, for the Plan Year at issue, meets all of the requirements of
Section 3.1.

2.16. ERISA -- the Employee Retirement Income Security Act of 1974, including
applicable regulations for the specified section of ERISA. Any reference in this
Plan to a section of ERISA, including the applicable regulation, shall be
considered also to mean and refer to any subsequent amendment or replacement of
that section or regulation.

2.17. PARTICIPANT -- an Eligible Employee or a former Eligible Employee of the
Company or its Affiliates who has any amount credited to his or her Account in
this Plan.

2.18. PAY CREDIT -- a pay-related amount credited to the Pension Account Balance
of a Participant under the Pension Plan.

2.19. PENSION ACCOUNT BALANCE -- the Participant's "Account Balance" in the
Pension Plan, as defined under by Pension Plan.

2.20. PENSION PLAN -- the tax-qualified pension plan known as the "Donaldson
Company, Inc. Salaried Employees' Pension Plan (1997 Restatement)," as amended
from time to time.

2.21. PLAN -- the Donaldson Company, Inc. Excess Pension Plan as set forth
herein, and as the same may be amended from time to time.

2.22. PLAN YEAR -- the period commencing on August 31, 1997 and ending July 31,
1998, and thereafter, the twelve (12) consecutive month period ending on any
July 31.

2.23. TERMINATION OF EMPLOYMENT -- the complete severance of an employee's
employment relationship with the Company and all Affiliates, if any, for any
reason other than the employee's death or Disability.

2.24. VESTED -- nonforfeitable.












                                      -5-
<PAGE>

                                    SECTION 3

                          ELIGIBILITY AND PARTICIPATION

3.1. ELIGIBILITY. An executive employee of the Company or its Affiliates shall
be an Eligible Employee for a Plan Year if the executive employee is
affirmatively selected by the Committee, and:

         (a)      the employee is entitled to a Pay Credit for the Plan Year and

                  (i)      the employee's rate of Compensation for the Plan Year
                           exceeds the annual compensation limit then in effect
                           under Code section 401(a)(17), or

                  (ii)     the employee elects to have a portion of his or her
                           Compensation credited as a "Deferral Credit" under
                           the Deferred Compensation Plan, or

         (b)      the employee has a Termination of Employment during the Plan
                  Year, and the Pension Plan benefit payable to the employee at
                  the earliest opportunity following such Termination of
                  Employment is limited by reason of the limitation on benefits
                  under Code section 415.

Committee selections shall continue in effect until rescinded by the Committee.
The Committee may rescind its selection of an Eligible Employee and discontinue
an employee's active participation in the Plan at any time.

3.2. COMMENCEMENT OF PARTICIPATION. An Eligible Employee shall become a
Participant in the Plan when the Eligible Employee is first credited with any
amount pursuant to Section 4.

3.3. TERMINATION OF PARTICIPATION. A person shall cease to be a Participant as
soon as all amounts credited to the Participant's Account have been paid in
full.

3.4. OVERRIDING EXCLUSION. Notwithstanding anything apparently to the contrary
in this Plan or in any written communication, summary, resolution or document or
oral communication, no individual shall be a Participant in this Plan, develop
benefits under this Plan or be entitled to receive benefits under this Plan
(either for the employee or his or her survivors) unless such individual is a
member of a select group of management or highly compensated employees (as that
expression is used in ERISA). If a court of competent jurisdiction, any
representative of the U.S. Department of Labor or any other governmental,
regulatory or similar body makes any direct or indirect, formal or informal,
determination that an individual is not a member of a select group of management
or highly compensated employees (as that expression is used in ERISA), such
individual shall not be (and shall not have ever been) a Participant in this
Plan at any time. If any person not so defined has been erroneously treated as a
Participant in this Plan, upon discovery of such error such person's erroneous
participation shall immediately terminate AB



                                       -6-
<PAGE>


INITIO and upon demand such person shall be obligated to reimburse the Company
for all amounts erroneously paid to him or her.





























                                      -7-
<PAGE>

                                    SECTION 4

                                CREDITED AMOUNTS

4.1. INITIAL CREDIT. The Account of each person who is an Eligible Employee on
the Effective Date shall be credited as of the Effective Date with an
additional, one-time Compensation Credit equal to the difference between the
initial amount actually credited to the Eligible Employee's Pension Account
Balance as of August 31, 1997 pursuant to Section 1.3.1(b) of the Pension Plan,
and the amount that would have been so credited if the Eligible Employee's
accrued benefit under the Pension Plan as of August 1, 1997 had been determined
without regard to the compensation limit under section 401(a)(17) of the Code
and without excluding any compensation deferred under a nonqualified deferred
compensation plan maintained by the Company.

4.2. COMPENSATION CREDIT. The Account of each employee who is an Eligible
Employee for a Plan Year shall be credited with a Compensation Credit for that
Plan Year equal to the amount, if any, of the Pay Credits the Eligible Employee
did not receive under the Pension Plan, but would have been entitled to receive
under the Pension Plan for that Plan Year if:

         (a)      the Eligible Employee had not elected to have Deferral Credits
                  credited to his or her account under the Deferred Compensation
                  Plan; and

         (b)      the Eligible Employee's Compensation for purposes of the
                  Pension Plan was not limited by the annual compensation limit
                  under section 401(a)(17) of the Code.

4.3. 415 CREDIT. The Eligible Employee's Account, for the Plan Year in which an
Eligible Employee's Termination of Employment occurs, also shall be credited
with a one-time Compensation Credit equal to the difference, if any, between the
amount that would be payable to the Eligible Employee under the Pension Plan if
the Eligible Employee received his or her entire benefit under the Pension Plan
in the form of a single lump-sum distribution at the earliest opportunity
following such Termination of Employment, and the amount that would have been so
payable if the limitation on benefits under Code section 415 did not apply. In
the event a former Participant is rehired after receiving a payment under this
Plan and the individual later becomes entitled to another payment from this
Plan, the amount credited pursuant to this Section 4.3 shall be reduced (but not
to less than zero) by any amounts previously credited under this Section.

4.4. VESTING. Subject to the forfeiture provisions of Section 8, the Account of
a Participant shall be 100% Vested at all times after the Participant becomes
Vested in his or her benefits under the Pension Plan.



                                      -8-
<PAGE>

                                    SECTION 5

                           TIME AND MANNER OF PAYMENTS

5.1. TIME OF PAYMENT. Payment of a Participant's Account under the Plan will
commence as soon as administratively feasible (but no more than twenty (20)
days) following the occurrence of the earliest of the following events:

         (a)      death,

         (b)      Disability, or

         (c)      the date of distribution selected by the Participant in
                  writing at a time and on a form prescribed by the Committee,
                  but not prior to the Participant's Termination of Employment.

5.2. MANNER OF PAYMENT. A Participant's Account will be paid in cash to the
Participant in either a single lump-sum payment or in annual installments of not
more than twenty (20) years. The Participant must elect a manner of payment at
the time the Participant elects his or her date of distribution pursuant to
Section 5.1(c). In the event no election was made by the Participant, payment
shall be in a single lump-sum.

5.3. CHANGES IN TIME AND MANNER OF PAYMENT. Notwithstanding the foregoing, a
Participant may make a new election concerning selection of the time and form of
payment authorized pursuant to this Section 5.3 (the "New Election") in
accordance with the following terms and conditions, unless waived or modified by
the Committee:

         (a)      A New Election shall only be permitted once and must be made
                  and become effective as hereinafter provided, if at all, prior
                  to the Participant's Termination of Employment, death or
                  Disability, whichever happens first;

         (b)      A New Election shall become effective twelve months after it
                  is received by the Company; and

         (c)      If any of the events set forth in Section 5.1 of the Plan
                  occur prior to the effective date of a New Election with
                  respect to previously credited deferrals, then payments shall
                  be paid hereunder to or with respect to the Participant
                  according to the elections in effect at the time of the event.

5.4. CHANGE IN CONTROL DISTRIBUTIONS. Notwithstanding any other provision of
this Section 5, a Participant or Beneficiary will receive a distribution of his
or her entire Account if a Change in Control occurs. Distribution of the entire
Account shall be made on the date of the Change in Control. Such distribution
shall be made in a lump-sum cash payment.



                                       -9-
<PAGE>

5.5. ACCELERATION OF PAYMENTS.

         5.5.1. WHEN AVAILABLE. A Participant or Beneficiary whose Termination
of Employment has occurred may receive an accelerated payment of his or her
entire Account (after reduction for the forfeiture described in Section 5.5.2).
To receive such an accelerated payment, the Participant or Beneficiary must file
a written payment application with the Committee. Payment of the accelerated
payment (after reduction for the forfeiture described in Section 5.5.2) shall be
made as soon as administratively feasible (but no more than twenty (20) days)
following the approval of a completed application by the Committee. Such
accelerated payment shall be made in a lump-sum cash payment. The amount of the
accelerated payment shall be equal to the value of the Account as of such
distribution date (after reduction for the forfeiture described below).

         5.5.2. FORFEITURE. Upon the approval of an accelerated payment, there
shall be irrevocably forfeited from the Account of the Participant or
Beneficiary an amount equal to ten percent (10%) of the Account.

5.6. DEATH BENEFIT. In the event of a Participant's death, the Company shall pay
the amount of the Participant's Account as of the date of death (as adjusted
from time to time pursuant to Section 6.2) in a lump-sum or in installments, as
previously elected by the Participant, to the Participant's designated
Beneficiary as soon as administratively feasible. In the event no election was
made by the Participant, payment shall be in a single lump-sum cash payment.

5.7. BENEFICIARY DESIGNATION. A Participant shall submit to the Company upon
initial designation as an Eligible Employee in the Plan, and at such other times
as the Participant desires, on a form provided by the Committee, a written
designation of the beneficiary or beneficiaries to whom payment of the
Participant's Account under the Plan shall be made in the event of the
Participant's death. Beneficiary designations shall become effective only when
received by the Company. Beneficiary designations first received by the Company
after the Participant's death, and any designations in effect at the time a
valid subsequent designation is received by the Company, shall be invalid and
have no effect. If a Participant has not designated a Beneficiary, or if no
designated Beneficiary is living on the date of distribution, the Participant's
Account shall be distributed to those persons entitled to receive the
Participant's benefit under the Donaldson Company, Inc. Salaried Employees'
Pension Plan (1997 Restatement), as amended from time to time.






                                      -10-
<PAGE>

                                    SECTION 6

                                     FUNDING

6.1. PARTICIPANT ACCOUNTS. The Committee shall cause a bookkeeping account to be
kept in the name of each Participant which shall reflect the value of the
Compensation Credits and any Initial Credits, and any earnings thereon, credited
to a Participant. Compensation Credits other than the Initial Credit described
in Section 4.1 shall be credited to a Participant's Account as of the last day
of the Plan Year to which they relate, or, if the Participant dies or elects to
commence distribution of his or her Account prior to such last day, at such time
as the Committee shall direct.

6.2. INVESTMENT OF ACCOUNTS. Amounts credited to a Participant's Account will be
adjusted as of the last day of each Plan Year (beginning July 31, 1998) to the
same extent that an equal amount would be adjusted if it was part of the
Participant's Pension Account Balance for the Plan Year.

6.3. CHARGES AGAINST ACCOUNTS. There shall be charged against each Participant's
bookkeeping account any payments made to the Participant or the Participant's
Beneficiary in accordance with Section 5.

















                                      -11-
<PAGE>

                                    SECTION 7

                                     FUNDING

7.1. FUNDING. The Company and its Affiliates shall be responsible for paying all
benefits due hereunder. For the purpose of facilitating the payment of benefits
due hereunder, the Company may (but shall not be required to) establish and
maintain a grantor trust pursuant to an Agreement between the Company and a
trustee selected by the Company; provided, however, that any such grantor trust
must be structured so that it does not result in any federal income tax
consequences to any Participant until distributions under Section 5 are actually
received. The Company may contribute to a grantor trust thereby created such
amounts as it may from time to time determine.

7.2. CORPORATE OBLIGATION. Neither the officers nor any member of the Board of
Directors of the Company or any of its Affiliates in any way secures or
guarantees the payment of any benefit or amount which may become due and payable
hereunder to or with respect to any Participant. Each Participant and other
person entitled at anytime to payments hereunder shall look solely to the assets
of the Company and its Affiliates for such payments as an unsecured, general
creditor. Nothing herein shall be construed to give a Participant, Beneficiary
or any other person or persons any right, title, interest or claim in or to any
specific asset, fund, reserve, account or property of any kind whatsoever owned
by the Company or in which it may have any right, title or interest now or in
the future. After benefits shall have been paid to or with respect to a
Participant and such payment purports to cover in full the benefit hereunder,
such former Participant or other person or persons, as the case may be, shall
have no further right or interest in the other assets of the Company and its
Affiliates in connection with this Plan.














                                      -12-
<PAGE>

                                    SECTION 8

                             FORFEITURE OF BENEFITS

All unpaid benefits under this Plan shall be permanently forfeited if the
Committee determines that the Participant, either before or after the
Participant's Termination of Employment or Disability, or before the
Participant's death:

         (a)      engaged in criminal or fraudulent conduct resulting in a
                  hardship to the Company or an Affiliate; or

         (b)      breached the Participant's written employment agreement with
                  the Company or an Affiliate.


























                                      -13-
<PAGE>

                                    SECTION 9

                                 ADMINISTRATION

9.1. AUTHORITY. The Plan shall be administered by the Committee, which shall
have full discretionary power and authority to administer and interpret the Plan
and to determine all factual and legal questions under the Plan, including but
not limited to the entitlement of Participants and Beneficiaries, and the amount
of their respective interests. The Committee may delegate or redelegate to one
or more persons, jointly or severally, and whether or not such persons are
members of the Committee or employees of the Company, such functions assigned to
the Committee hereunder as it may from time to time deem advisable. Until
withdrawn or redelegated by the Committee, all of the Committee's power and
authority under this Section 9.1 shall be deemed delegated to the Company's Vice
President in charge of executive compensation, excluding only the power and
authority to act in such a way as would materially increase the cost of the
Plan.

9.2. LIABILITY. No member of the Committee and no director or member of the
management of the Company or its Affiliates shall be liable to any persons for
any actions taken under the Plan, or for any failure to effect any of the
objective or purposes of the Plan, by reason of insolvency or otherwise.

9.3. PROCEDURES. The Committee may from time to time adopt such rules and
procedures as it deems appropriate to assist in the administration of the Plan.

9.4. CLAIM FOR BENEFITS. No employee or other person shall have any claim or
right to payment of any amount hereunder until payment has been authorized and
directed by the Committee.

9.5. CLAIMS PROCEDURE. Until modified by the Committee, the claims procedure set
forth in this Section 9.5 shall be the claims procedure for the resolution of
disputes and disposition of claims arising under the Plan.

         9.5.1. ORIGINAL CLAIM. Any employee, former employee, or Beneficiary of
such employee or former employee may, if the employee, former employee or
Beneficiary so desires, file with the Committee a written claim for benefits
under the Plan. Within ninety (90) days after the filing of such a claim, the
Committee shall notify the claimant in writing whether the claim is upheld or
denied in whole or in part or shall furnish the claimant a written notice
describing specific special circumstances requiring a specified amount of
additional time (but not more than one hundred eighty (180) days from the date
the claim was filed) to reach a decision on the claim. If the claim is denied in
whole or in part, the Committee shall state in writing:

         (a)      the specific reasons for the denial,

         (b)      the specific references to the pertinent provisions of this
                  Plan on which the denial is based,


                                      -14-
<PAGE>

         (c)      a description of any additional material or information
                  necessary for the claimant to perfect the claim and an
                  explanation of why such material or information is necessary,
                  and

         (d)      an explanation of the claims review procedure set forth in
                  this Section.

         9.5.2. CLAIMS REVIEW PROCEDURE. Within sixty (60) days after receipt of
notice that the claim has been denied in whole or in part, the claimant may file
with the Committee a written request for a review and may, in conjunction
therewith, submit written issues and comments. Within sixty (60) days after the
filing of such a request for review, the Committee shall notify the claimant in
writing whether, upon review, the claim was upheld or denied in whole or in part
or shall furnish the claimant a written notice describing specific special
circumstances requiring a specified amount of additional time (but not more than
one hundred twenty days (120) from the date the request for review was filed) to
reach a decision on the request for review.

         9.5.3. GENERAL RULES.

         (a)      No inquiry or question shall be deemed to be a claim or a
                  request for a review of a denied claim unless made in
                  accordance with the claims procedure. The Committee may
                  require that any claim for benefits and any request for a
                  review of a denied claim be filed on forms to be furnished by
                  the Committee upon request.

         (b)      All decisions on original claims shall be made by the
                  Committee and requests for a review of denied claims shall be
                  made by the Committee.

         (c)      The Committee may, in its discretion, hold one or more
                  hearings on a claim or a request for a review of a denied
                  claim.

         (d)      Claimants may be represented by a lawyer or other
                  representative at their own expense, but the Committee
                  reserves the right to require the claimant to furnish written
                  authorization. A claimant's representative shall be entitled
                  to copies of all notices given to the claimant.

         (e)      The decision of the Committee on an original claim or on a
                  request for a review of a denied claim shall be served on the
                  claimant in writing. If a decision or notice is not received
                  by a claimant within the time specified, the claim or request
                  for a review of a denied claim shall be deemed to have been
                  denied.

         (f)      Prior to filing a claim or a request for a review of a denied
                  claim, the claimant or the claimant's representative shall
                  have a reasonable opportunity to review a copy of this Plan
                  Statement and all other pertinent documents in the possession
                  of the Company and its Affiliates.



                                      -15-
<PAGE>

9.6. PAYMENTS UPON IMPOSITION OF FEDERAL OR STATE TAXES. If any Participant is
determined to be subject to federal or state income tax on any amount accrued on
his or her behalf under this Plan prior to the time of payment hereunder,
federal or state taxes attributable to the amount determined to be so taxable
shall be distributed by the Plan to such Participant. An amount accrued on his
or her behalf under this Plan shall be determined to be subject to federal
income tax upon the earliest of:

                  (i)      a final determination by the United States Internal
                           Revenue Service addressed to the Participant which is
                           not appealed to the courts;

                  (ii)     a final determination by the United States Tax Court
                           or any other Federal Court affirming any such
                           determination by the Internal Revenue Service; or

                  (iii)    an opinion by the Tax Counsel of the Company,
                           addressed to the Company that, by reason of Treasury
                           Regulations, amendments to the Internal Revenue Code,
                           published Internal Revenue Service rulings, court
                           decisions or other substantial precedent, amounts
                           accrued on a Participant's behalf hereunder are
                           subject to federal or state income tax prior to
                           payment.

The Company shall undertake at its sole expense to defend any tax claims
described herein which are asserted by the Internal Revenue Service or by any
state revenue authority against any Participant, including attorney fees and
costs of appeal, and shall have the sole authority to determine whether or not
to appeal any determination made by the Internal Revenue Service, by any state
revenue authority or by a lower court. The Company also agrees to reimburse any
Participant for any interest or penalties in respect of federal or state tax
claims hereunder upon receipt of documentation of same.

9.7. LEGAL FEES. If the Company does not pay the benefits required under the
terms of the Plan for reasons other than the insolvency of the Company, the
Company agrees to reimburse any Participant for all legal fees incurred in
enforcing his or her claim to benefits under the Plan.

9.8. ERRORS IN COMPUTATIONS. The Committee shall not be liable or responsible
for any error in the computation of any benefit payable to or with respect to
any Participant resulting from any misstatement of fact made by the Participant
or by or on behalf of any Beneficiary to whom such benefit shall be payable,
directly or indirectly, to the Committee, and used by the Committee in
determining the benefit. The Committee shall not be obligated or required to
increase the benefit payable to or with respect to such Participant which, on
discovery of the misstatement, is found to be understated as a result of such
misstatement of the Participant. However, the benefit of any Participant which
is overstated by reason of any such misstatement or any other reason shall be
reduced to the amount appropriate in view of the truth (and to recover any prior
overpayment).


                                      -16-
<PAGE>

                                   SECTION 10

                                  MISCELLANEOUS

10.1. NOT AN EMPLOYMENT CONTRACT. This Plan is not and shall not be deemed to
constitute a contract of employment between the Company and any employee or
other person, nor shall anything herein contained be deemed to give any employee
or other person any right to be retained in the Company's employ or in any way
limit or restrict the Company's right or power to discharge any employee or
other person at any time and to treat him without regard to the effect which
such treatment might have upon the employee as a Participant in the Plan.

10.2. NONTRANSFERABILITY. A Participant's rights and interest under the Plan,
including amounts payable, may not be assigned, alienated, pledged or
transferred except, in the event of a Participant's death to his Beneficiary. No
benefit payable under this Plan shall be subject to attachment, garnishment,
execution following judgment or other legal process before actual payment to the
Participant or Beneficiary.

10.3. TAX WITHHOLDING. The Company shall withhold the amount of any federal,
state or local income tax or other tax required to be withheld by the Company
under applicable law with respect to any amount payable under the Plan. The
Participant shall not be liable for any tax withholding.

10.4. EXPENSES. All expenses of administering the Plan shall be borne by the
Company.

10.5. GOVERNING LAW. Except to the extent that federal law is controlling, the
Plan shall be construed and enforced in accordance with and governed by the laws
of the State of Minnesota.

10.6. AMENDMENT AND TERMINATION. The Company reserves the power to unilaterally
amend this Plan at any time, either prospectively or retroactively or both by
action of the Committee (with the written concurrence of the Chief Executive
Officer of the Company). The Committee may likewise terminate or curtail the
benefits of this Plan both with regard to persons expecting to receive benefits
in the future and persons already receiving benefits at the time of such action;
provided, however, that the Committee may not amend or terminate the Plan with
respect to benefits that have accrued and are vested pursuant to Section 4 in
any manner that reduces the amount of such benefits or alters the effect of any
Participant election previously filed with the Company. No modification of the
terms of this Plan shall be effective unless it is in writing and signed on
behalf of the Company by a person authorized to execute such writing. No oral
representation concerning the interpretation or effect of this Plan shall be
effective to amend the Plan.

10.7. RULES OF INTERPRETATION. The titles given to the various sections of this
Plan are inserted for convenience of reference only and are not part of this
Plan, and they shall not be considered in determining the purpose, meaning or
intent of any provision hereof. This Plan shall be construed and this Plan shall
be administered to create an unfunded plan providing deferred compensation to a
select group of management or highly compensated employees so



                                       -17-
<PAGE>

that it is exempt from the requirements of Parts 2, 3 and 4 of Title I of ERISA
and qualifies for a form of simplified, alternative compliance with the
reporting and disclosure requirements of Part 1 of Title I of ERISA.


































                                      -18-


</TEXT>
</DOCUMENT>
