Non-employee Director Compensation And Benefits Summary

NON-EMPLOYEE DIRECTOR COMPENSATION AND BENEFITS SUMMARY

(Revised May 1, 2006)



COMPENSATION



Annual Payments



Annual Retainer $ 60,000
Committee Chair Fee
- Audit $ 11,000
- Compensation, Finance and Governance $ 6,000




In addition, a number of shares of stock units are credited annually to each director92s deferred stock unit account. The Board has fixed the annual value of the stock units to one half the value of the annual retainer, or $30,000 beginning in 2006.



All reasonable travel, telephone and other expenses incurred on behalf of Ecolab are reimbursable.



Directors may choose, at the time of initial election to the Board and annually thereafter, to have the portions of their compensation which are paid in cash deferred into an interest-bearing deferred account or the stock unit account.



Deferred Accounts



Deferred accounts are of two types: (i) stock unit accounts which are comprised of stock equivalents which increase/decrease with Ecolab92s stock price and are credited with dividend equivalents; and (ii) interest-bearing ...