Ecolab Executive Death Benefits Plan

AMENDMENT NO. 1


TO THE


ECOLAB EXECUTIVE DEATH BENEFITS PLAN
(AS AMENDED AND RESTATED EFFECTIVE MARCH 1, 1994)


Pursuant to Section 1.3 of the Ecolab Executive Death Benefits Plan (As Amended and Restated Effective March 1, 1994) (the "Plan") and Section 5.1. of the Ecolab Inc. Administrative Document for Non-Qualified Benefit Plans (the "Administrative Document"), which is incorporated into the Plan by reference, Ecolab Inc. (the "Company") hereby amends the Plan as set forth below. Words and phrases used herein with initial capital letters which are defined in the Plan or the Administrative Document are used herein as so defined.


1. Section 2.1 of the Plan is hereby amended in its entirety to read as follows:


"SECTION 2.1. "DEATH BENEFICIARY." An Executive's Death Beneficiary
shall be the person or persons (natural or otherwise) designated by
the Executive as his primary or contingent Death Beneficiary under
this Plan. Such a designation may be made, revoked or changed at any
time (without the consent of any previously designated Death
Beneficiary) only by a written instrument in a form prescribed by the
Administrator (or, if applicable, an insurance company providing
coverage on the Executive's life), signed ...