AMENDMENT NO. 1

                                       TO THE

                                    ECOLAB INC.
                              ADMINISTRATIVE DOCUMENT
                          FOR NON-QUALIFIED BENEFIT PLANS


Pursuant to Section 5.1 of the Ecolab Inc. Administrative Document for
Non-Qualified Benefit Plans (the "Administrative Document"), Ecolab Inc. (the
"Company") hereby amends the Administrative Document as set forth below.  Words
and phrases used herein with initial capital letters which are defined in the
Administrative Document are used herein as so defined.

1.   Section 2.2 of the Administrative Document is hereby amended in its
entirety to read as follows:

     "SECTION 2.2.  WITHHOLDING/TAXES.  To the extent required by applicable
     law, the Company shall withhold (or cause to be withheld) from the Benefit
     payments any taxes required to be withheld by any federal, state or local
     government."

2.   Subsection (2) of Section 2.4 of the Administrative Document is hereby
amended in its entirety to read as follows:

     "(2) AMBIGUOUS DEATH BENEFICIARY DESIGNATION.  In the event that the most
     recent Death Beneficiary designation filed prior to the Executive's death
     is ambiguous or incapable of reasonable construction, the Administrator may
     (in his or her sole discretion) (a) construe such designation in such
     manner as the Administrator deems closest to the Executive's intent, (b)
     determine that such designation is void and distribute the Benefits as if
     the Executive had not filed any designation, or (c) institute proceedings
     in a court of competent jurisdiction for construction of such designation
     and charge any expenses incurred in such proceedings, including reasonable
     attorney's fees, against the Executive's Benefits.  Notwithstanding the
     foregoing, in the event that any benefits under the Plans are provided by
     insurance contracts which are owned by the Executive and under which the
     Executives are required to designate a Death Beneficiary, the terms of such
     insurance contracts shall govern Death Beneficiary designations with
     respect to such Benefits."

3.   Section 2.6 of the Administrative Document is hereby amended in its
entirety to read as follows:

     "SECTION 2.6.  LIABILITY FOR PAYMENT.  The Employer by which the Executive
     was most recently employed at the time of his termination of




     employment with the Controlled Group shall pay the Benefits (or cause the
     Benefits to be paid) to the Executive or his Death Beneficiary under the
     Plans.  In the event that an Executive transfers employment from one
     Employer to another, the Executive's Benefits (and the underlying assets
     and liabilities related thereto) shall automatically be transferred from
     the Executive's former Employer to the Executive's new Employer."

4.   Section 6.1 of the Plan is hereby amended in its entirety to read as
follows:

     "SECTION 6.1.  NONALIENATION.  No right or interest of an Executive or his
     Death Beneficiary under any Plan shall be anticipated, assigned (either in
     law or in equity) or alienated by the Executive or his Death Beneficiary,
     nor shall any such right or interest be subject to attachment, garnishment,
     levy, execution or other legal or equitable process or in any manner be
     liable for or subject to the debts of any Executive or Death Beneficiary.
     The Company shall give no effect to any instrument purporting to alienate
     any person's interest in any Benefits under the Plans.  Notwithstanding the
     foregoing, in the event that any Benefits under the Plans are provided by
     insurance contracts which are owned by the Executives, such Executives may
     assign ownership of such contracts to any other person(s), to the extent
     permitted by law."

5.   This amendment to the Administrative Document shall be effective as of July
1, 1997.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its
authorized officers and its corporate seal affixed, this 11TH day of July, 1997.


                                   ECOLAB INC.


                                   By:  /s/ Michael E. Shannon
                                        -----------------------------------
(Seal)                                  Michael E. Shannon
                                        Chairman of the Board, Chief Financial
                                        and Administrative Officer




/s/ Kenneth A. Iverson
- ------------------------------
Kenneth A. Iverson
Vice President and Secretary