SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
THIRD DECLARATION OF AMENDMENT
Pursuant to Section 1.3 of the Ecolab Supplemental Executive Retirement Plan (the "SERP") and Section 5.1 of
the Ecolab Inc. Administrative Document for Non-Qualified Benefit Plans which is incorporated into the SERP
by reference ("Administrative Document"), the Company amends the SERP as set forth below.
1. Paragraph 1 of Exhibit A to the SERP is hereby deleted in its entirety and replaced with the following
"7.5% except as provided in item 4 below and provided that, for purposes of determining the actuarial equivalent
value of a lump sum distribution, the interest rate will be 120% of the PBGC immediate interest rate for lump
sums in effect on the first day of the Plan Year (i.e., January 1) (1) in which the retirement or other termination of
employment is effective if the SERP Benefit is to commence immediately following such retirement or termination
of employment or (2) in effect on the first day of the Plan Year (i.e., January 1) in which the distribution becomes
payable if the payment is to be deferred.
These interest rate assumptions shall be effective as of January 1, 1998. Notwithstanding the foregoing, for the
twelve-month period from January 1, 1998 through December 31, 1998, an Executive's SERP Benefit (or SERP
Pre-Retirement Benefit) shall be calculated using both the applicable interest rate described above and the
interest rate determined pursuant to the SERP terms as in effect on December 31, 1997 and the Executive shall
receive the larger of the two amounts as his Benefit hereunder.
2. Section 2.4 of the SERP is hereby amended in its entirety to read as follows:
"SECTION 2.4. "EXECUTIVE" shall mean an Employee who is an elected corporate officer of an Employer
and who is selected by the Administrator to participate in the Plan or such other Employee who is selected by the
Chief Executive Officer of the Company to participate in the Plan. Notwithstanding the foregoing, any person