Exhibit
(10)D(i)


ECOLAB
INC.


1995
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


1.                                       Purpose.  The purpose
of this 1995 Non-Employee Director Stock Option Plan (the “Plan”) is to advance
the interests of Ecolab Inc.  (the
“Company”) and its stockholders by enabling the Company to attract and retain
the services of experienced and knowledgeable non-employee directors and to
provide an incentive for such directors to increase their proprietary interest
in the Company’s long-term success and progress.


2.                                       Administration.  The Plan
shall be administered by a committee consisting solely of three or more members
of the Board of Directors (the “Committee”). 
Grants of stock options under the Plan (“Options”) and the amount and
nature of the Options to be granted shall be automatic, as described in
paragraph 5(b)(i) of the Plan.  All
questions of interpretation of the Plan or of any Options issued under it shall
be determined by the Committee and such determination shall be final and
binding upon all persons having an interest in the Plan.  Any or all powers and discretion vested in
the Committee under this Plan may be exercised by any subcommittee of three or
more persons so authorized by the Committee.


3.                                       Participation in the Plan. 
Directors of the Company who are not employees of the Company or any
subsidiary of the Company (“Eligible Directors”) shall be eligible to
participate in the Plan.


4.                                       Stock Subject to the Plan.


(a)                                  Number of Shares.  The
maximum number of shares of Common Stock that shall be reserved for issuance
under the Plan shall be two hundred thousand (200,000) shares of the Company’s
common stock, $1.00 par value (the “Common Stock”), subject to adjustment upon
changes in capitalization of the Company as provided in subparagraph (b) below.  The maximum number of shares authorized may
be increased from time to time by approval of the Board of Directors and the
stockholders of the Company.  Shares of
Common Stock that may be issued upon exercise of Options granted under the Plan
shall be applied to reduce the maximum number of shares of Common Stock
remaining available for use under the Plan. 
The shares to be issued pursuant to the Plan may be, at the election of
the Company, either treasury shares or shares authorized but unissued.  Any shares of Common Stock that are subject
to an Option granted under the Plan (or any portion thereof) that lapses,
expires or for any reason is terminated unexercised shall automatically again
become available for use under the Plan.


(b)                                 Adjustments to Shares and Options.  In the event of any reorganization, merger,
consolidation, recapitalization, liquidation, reclassification, stock dividend,
stock split, combination of shares, rights offering, divestiture or
extraordinary dividend (including a spin-off) or any other change in the
corporate structure or shares of the













Company, the Committee (or, if the Company is not the surviving Company
in any such transaction, the board of directors of the surviving
corporation)  will make appropriate
adjustment (which determination will be conclusive) as to the number and kind
of securities available for issuance under the Plan (including, without
limitation, the number of securities as to which Options are to be granted and
as to which Options become exercisable pursuant to paragraphs 5(b)(i) and
5(b)(iii) below after the effective date of such change) and, in order to
prevent dilution or enlargement of the rights of Optionees, the number, kind
and exercise price of securities subject to outstanding Options.


5.                                       Terms of Options.


(a)                                  Non-Statutory Stock Options. 
All Options granted under the Plan shall be non-statutory stock options
not entitled to special tax treatment under Section 422 of the Internal Revenue
Code of 1986, as amended to date and as may be amended from time to time (the
“Code”).


(b)                                 Terms, Conditions and Form of Options.  Each Option granted under the Plan shall be
evidenced by a written agreement in such form as the Committee shall from time
to time approve, which agreements shall comply with and be subject to the following
terms and conditions:


(i)                                     Grant of Options.  An
Option to purchase shares of Common Stock shall be granted automatically on the
date the Plan is adopted by the stockholders of the Company to each Eligible
Director as of such date (including directors who are elected or re-elected on such
date), in the following amounts:  Class I
Directors, one thousand two hundred (1,200) shares; Class II Directors, two
thousand four hundred (2,400) shares; Class III Directors, six thousand (6,000)
shares. An Option to purchase six thousand (6,000) shares of Common Stock shall
thereafter be granted automatically to each Eligible Director upon the election
(or re-election) of such director to the Board of Directors for a full term by
the stockholders of the Company at an annual meeting of stockholders, beginning
with the annual meeting of stockholders to be held in 1996.  An Eligible Director chosen pursuant to the
provisions of Article IV of the Company’s Restated Certificate of Incorporation
to fill a newly created directorship or a vacancy in the Board of Directors
shall be automatically granted, as of the date of the next subsequent annual
meeting of stockholders (unless the director is chose on the date of an annual
meeting of stockholders, in which case as of such date) an Option to purchase a
number of shares of Common Stock equal to the product of (i) two thousand
(2,000), and (ii) the number of years remaining in such director’s term of
office as of the date of automatic option grant.  No eligible Director shall be granted more
than one Option at any annual meeting of stockholders.  The written agreement evidencing each Option
granted under the Plan shall be



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dated as of the applicable date of grant (the “Date of Grant”).  An Eligible Director accepting such a grant
of an Option (an “Optionee”) shall execute and return a copy of such option
agreement to the Secretary of the Company. 
Whenever there is a reference in the Plan to the years remaining in the
term of office of a director, the word “year” shall refer to the interval
between the annual meeting of stockholders in one year and such meeting in the
next subsequent year.


(ii)                                  Option Exercise Price. 
The per share price to be paid by the Optionee at the time an Option is
exercised shall be 100% of the Fair Market Value of one share of Common Stock
on the Date of Grant.  For purposes of
the Plan, “Fair Market Value” shall mean, as of any date (or, if no shares were
traded or quoted on such date, as of the next preceding date on which there was
such a trade or quote), the mean between the reported high and low sale prices
of the Common stock as reported on the New York Stock Exchange Composite Tape.


(iii)                               Exercisability
of Options.  Except for an
Option which becomes exercisable pursuant to paragraph 5(b)(iv)(A) below, an
Option may not be exercised before the next subsequent annual meeting of
stockholders after its Date of Grant.  The
Option of an Optionee whose remaining term as a director is three years as of
the Date of Grant may be exercised on a cumulative basis to the extent of two
thousand (2,000) of the total shares covered by the Option beginning on the
date of the next subsequent annual meeting of stockholders after the Date of
Grant, an additional two thousand (2,000) of the total shares beginning on the
date of the second subsequent annual meeting of stockholders after the Date of
Grant and the remaining two thousand (2,000) shares on the date of the third
subsequent annual meeting of stockholders after the Date of Grant.  The Option of an Optionee whose remaining
term as a director is two years as of the Date of Grant may be exercised on a
cumulative basis to the extent of two thousand (2,000) of the total shares
covered by the Option beginning on the date of the next subsequent annual
meeting of stockholders after the date of Grant and the remaining two thousand
(2,000) shares on the date of the second subsequent annual meeting of
stockholders after the Date of Grant. 
The Option of an Optionee whose remaining term as a director is one year
as of the Date of Grant may be exercised in full on the date of the next
subsequent annual meeting. Notwithstanding the foregoing, an Option granted on
the date the Plan is adopted by the stockholders of the Company to (A) a Class
I Director may be exercised in full on the date of the next subsequent annual
meeting of stockholders after the Date of Grant and (B) a Class II Director may
be exercised on a cumulative basis to the extent of one thousand two hundred (1,200)
of the total shares covered by the Option beginning on the date of the next
subsequent annual meeting of stockholders after the Date of Grant and the
remaining one thousand two hundred (1,200)



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shares on the date of the second subsequent annual meeting of
stockholders after the Date of Grant.


(iv)                              Duration of Options. 
Each Option shall terminate ten years after its Date of Grant.  Each Option shall terminate and may no longer
be exercised if and when the Optionee ceases to serve as a director of the
Company, except (A) if the Optionee ceases to serve as a director of the
Company by reason of death or the occurrence of an event which constitutes
permanent and total disability (within the meaning of Section 22(e)(3) of the
Code), then the Option shall become immediately exercisable in full and shall
remain exercisable until the earlier of the expiration of five years or the
remaining term of the Option, and (B) if the Optionee ceases to serve as a
director of the Company for any other reason, then the Option shall remain
exercisable to the extent that the Option was exercisable on the date the
Optionee ceased to serve as a director of the Company until the earlier of the
expiration of five years after the date the Optionee ceased to serve as a
director of the Company or the remaining term of the Option.


(v)                                 Manner of Option Exercise. 
An Option may be exercised by an Optionee in whole or in part from time
to time, subject to the conditions contained in the Plan and in the agreement
evidencing such Option, by giving written notice of exercise to the Company at
its principal executive office (Attn: Secretary), such notice shall specify the
particular Option that is being exercised and the number of shares with respect
to which the Option is being exercised and shall be accompanied by payment of
the total purchase price of the shares to be purchased under the Option.  The Company shall not be required to sell or
issue any shares under any outstanding Option if, in the sole opinion of the
Committee, the issuance of such shares would constitute a violation by the
Optionee or the Company of any applicable law or regulation of any governmental
authority, including without limitation federal and state securities laws.


(vi)                              Payment of Exercise Price. 
The total purchase price of the shares to be purchased may be paid
entirely in cash (including check, bank draft or money order) or by tendering
shares of the Company’s Common Stock already owned by the Optionee (“Previously
Acquired Shares”), or by an combination thereof; provided, however, that any
such Previously Acquired Shares tendered by an Optionee must be “mature”
shares, as such term may be defined from time-to-time by the Financial
Accounting Standards Board or any successor body.


(vii)                           Restrictions
on Transfer.  Except pursuant
to testamentary will or the laws of descent and distribution or as otherwise
expressly permitted by the Plan, no right or interest of any Optionee in an
Option prior to the exercise



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or vesting of such Option will be assignable or transferable, or
subjected to any lien, during the lifetime of the Optionee, either voluntarily
or involuntarily, directly or indirectly, by operation of law or
otherwise.  An Optionee will, however, be
entitled to designate a beneficiary to receive an Option upon such Optionee’s
death, and in the event of an Optionee’s death, payment of any amounts due
under the Plan will be made to, and exercise of any Options (to the extent
permitted pursuant to paragraph 5(b)(iii)(A) above may be made by, the
Optionee's legal representatives, heirs and legatees.


(viii)                        Successive
Options.  Successive Options
may be granted to the same Optionee, whether or not the Options previously
granted to such Optionee remain unexercised. 
An Optionee may exercise an Option if then exercisable, notwithstanding
that Options previously granted to such Optionee remain unexercised.


(ix)                                Withholding.  The
Company may require an Optionee to promptly pay the Company the amount of any
federal, state or local withholding or other employment-related tax
attributable to the Optionee's exercise of an Option before acting on the
Optionee's notice of exercise of the Option. 
An Optionee may satisfy any such withholding or employment-related tax
obligation by electing to tender Previously Acquired Shares or withhold shares
of Common Stock that are to be issued upon exercise of an Option, or by a
combination of such methods.


6.                                       Limitation of Rights.


(a)                                  No Right to Continue as a Director.  Neither the plan, nor the granting of an
Option nor any other action taken pursuant to the Plan, shall constitute or be
evidence of any agreement or understanding, express or implied that the Company
will retain a director for any period of time, or at any particular rate of
compensation. 


(b)           Rights as
Stockholder.  No Optionee
shall have any rights as a stockholder with respect to any shares of Common
Stock covered by an Option granted pursuant to the Plan until the Optionee
shall have become the holder of record of such shares, and no adjustments shall
be made for dividends or other distributions or other rights as to which there
is a record date preceding the date the Optionee becomes the holder of record
of such shares. 


7.                                       Plan Amendment, Modification and Termination.  The Board of Directors may suspend or
terminate the Plan or any portion thereof at any time, and may amend the Plan
from time to time in such respects as the Board of Directors may deem advisable
in order that Options under the Plan will conform to any change in applicable
laws or regulations or in any other respect the Board of Directors may deem to
be in the best interest of the Company; provided, however, that no amendments to
the Plan will be effective without approval of the



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stockholders of the
Company if stockholder approval of the amendment is then required pursuant to
Rule 16b-3 under the Exchange Act, the Code or the rules of the New York Stock
Exchange.  No termination, suspension or
amendment of the Plan may adversely affect any outstanding Option without the
consent of the affected Optionee; provided, however, that this sentence will
not impair the right of the Committee to take whatever action it deems
appropriate under paragraph 4(b) above.


8.                                       Effective Date and Duration of the Plan.  The Plan shall be effective on the date of
adoption by the stockholders of the Company. 
The Plan shall terminate at midnight on June 30, 2000, and may be
terminated prior thereto by action of the Board of Directors, and no Option
shall be granted after such termination. 
Options outstanding upon termination of the Plan may continue to be
exercised in accordance with their terms.


9.                                       Governing Laws.  The
Plan and all rights and obligations under the Plan shall be construed in
accordance with and governed by the laws of the State of Minnesota.



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