NON-STATUTORY STOCK OPTION AGREEMENT
THIS AGREEMENT is entered into and effective as of this 20th day of February, 1998 (the "Date of Grant"),
by and between Ecolab Inc. (the "Company") and ALLAN L. SCHUMAN (the "Optionee").
A. The Company has adopted the Ecolab Inc. 1997 Stock Incentive Plan (the "Plan") authorizing the Board of
Directors of the Company, or a committee as provided for in the Plan (the Board or such a committee to be
referred to as the "Committee"), to grant non-statutory stock options to employees of the Company and its
Subsidiaries (as defined in the Plan).
B. The Company desires to give the Optionee an inducement to acquire a proprietary interest in the Company
and an added incentive to advance the interests of the Company by granting to the Optionee an option to
purchase shares of common stock of the Company pursuant to the Plan.
Accordingly, the parties agree as follows:
ARTICLE 1. GRANT OF OPTION.
The Company hereby grants to the Optionee the right, privilege, and option (the "Option") to purchase SEVEN
HUNDRED FIFTEEN THOUSAND (715,000) shares (the "Option Shares") of the Company's common stock,
$1.00 par value (the "Common Stock"), according to the terms and subject to the conditions hereinafter set forth
and as set forth in the Plan. The Option is not intended to be an "incentive stock option," as that term is used in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
ARTICLE 2. OPTION EXERCISE PRICE.
The per share price to be paid by Optionee in the event of an exercise of the Option will be $49.00.
ARTICLE 3. DURATION OF OPTION AND TIME OF EXERCISE.
3.1 INITIAL PERIOD OF EXERCISABILITY. The Option will be exercisable as to 100% of the Option
Shares beginning on the third anniversary of the Date of Grant. This Option will remain exercisable as to all
unexercised Option Shares until 5:00 p.m. (St. Paul, Minnesota time) on the date that is five years and three
months following the Date of Grant ("Time of Termination").