Exhibit
(10)H(i)


ECOLAB


EXECUTIVE
DEATH BENEFITS PLAN


(As Amended and Restated Effective March 1, 1994)


Pursuant to
Section 8.1 of the Ecolab Executive Death Benefits Plan (1991 Restatement) (the
“Plan”), and the resolutions of the Board of Directors of Ecolab Inc. (the “Company”)
dated February 26, 1994, the Company hereby amends and restates the Plan in its
entirety to read as follows, effective March 1, 1994.


ARTICLE
I


PREFACE


SECTION 1.1.                       Effective
Date.  The effective date of this
amendment and restatement of the Plan is March 1, 1994.  The benefit, if any, payable with respect to
a former Executive who Retired or died prior to the Effective Date (and who is
not rehired by a member of the Controlled Group thereafter) shall be determined
by, and paid in accordance with, the terms and provisions of the Plan as in
effect prior to the Effective Date.


SECTION 1.2.                       Purpose
of the Plan.  The purpose of this
Plan is to provide further means whereby the Company may afford financial
security for certain management and highly compensated employees who perform
management and professional functions for the Company and certain related
entities, by providing their beneficiaries with a level of protection from the
financial losses that may be suffered on account of the death of such an
employee.


SECTION 1.3.                       Administrative
Document.  This Plan includes the
Ecolab Inc. Administrative Document for Non-Qualified Benefit Plans (the “Administrative
Document”), which is incorporated herein by reference.


ARTICLE
II


DEFINITIONS


Words and phrases
used in this Plan with initial capital letters which are defined in the
Administrative Document are used herein as so defined, unless specifically
defined herein or the context clearly indicates otherwise.  The following words and phrases when used in
this Plan with initial capital letters shall have the following respective
meanings, unless the context clearly indicates otherwise:


SECTION 2.1.                       “Death
Beneficiary.”  An Executive’s Death
Beneficiary shall be the person or persons (natural or otherwise) designated by
the Executive as his primary or 













contingent Death
Beneficiary under this Plan.  Such a
designation may be made, revoked or changed at any time (without the consent of
any previously designated Death Beneficiary) only by a written instrument in a
form prescribed by the Administrator, signed by the Executive and delivered to
the Administrator during the Executive’s lifetime.


SECTION 2.2.                       “Disability”
or “Disabled.”  An Executive shall
be deemed to have a “Disability” or be “Disabled” if the Executive’s active
employment with an Employer ceases due to a disability that entitles the
Executive to benefits under any long-term disability plan sponsored by the
Company.  An Executive’s Disability shall
continue until the earliest to occur of (1) the date on which the Executive’s
employment with the Controlled Group as an Executive terminates, (2) the date
the Executive recovers from the Disability, or (3) the date of termination of
payments under the Company’s long-term disability plan for any reason.


SECTION 2.3.                       “Executive”
shall mean an Employee who is selected by the Administrator to participate in
this Plan and who is in a pay grade of 24 or above.


SECTION 2.4.                       “Executive
Death Benefits” shall mean the benefits described in Article III.


SECTION 2.5.                       “Final
Average Compensation” shall mean the average of an Executive’s Annual
Compensation for the five (5) consecutive Plan Years of employment with the
Employers preceding the Executive’s Retirement (including the Plan Year of
Retirement) which yields the highest average compensation.  If the Executive has been employed by the
Employers for a period of less than five (5) Plan Years preceding his
Retirement, Final Average Compensation shall be calculated using the Executive’s
total period of employment with the Employers.


SECTION 2.6.                       “Plan”
shall mean the Ecolab Executive Death Benefits Plan, as described herein and as
it may be amended from time to time.


SECTION 2.7.                       “Retirement”
or “Retired.”  The Retirement of
an Executive shall occur upon his termination of employment with the Controlled
Group for any reason other than death or Disability on or after (1) his
attainment of age 55 and the completion of at least 10 Years of Eligibility
Service, or (2) his attainment of age 65. 
For purposes of determining Retirement under this Plan, the employment
of a Disabled Executive shall be deemed to have terminated “for reasons other
than Disability” at such time as he ceases to meet the definition of
Disability, provided he does not resume active employment with the Controlled
Group.



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SECTION 2.8.                       “Year of
Eligibility Service.”


(1)                                  An
Executive shall be credited with one Year of Eligibility Service for each year
of “Continuous Service” (or such other defined term which is used to determine
vesting service) as defined by and credited to the Executive under the Pension
Plan.


(2)                                  A
Disabled Executive shall continue to accrue Years of Eligibility Service during
the period of his Disability for purposes of determining his eligibility for
Retirement hereunder.


ARTICLE
III


EXECUTIVE DEATH BENEFITS


SECTION 3.1.                       Coverage.  An Employee shall become covered under the
Plan as of the first date on or after the Effective Date on which he is an
Executive.


SECTION 3.2.                       Executive
Death Benefit for Actively Employed Executives.


(1)                                  Eligibility.  An Executive’s entitlement to the Executive
Death Benefit coverage described in this Section 3.2 shall cease on the
earliest to occur of (a) thirty-one (31) days after the date the Executive’s
employment as an Executive ceases for any reason other than death or
Disability, (b) the date the Executive Retires, or (c) with respect to a
Disabled Executive, the date the Executive is no longer Disabled, provided he
does not resume active employment as an Executive.


(2)                                  Amount
of Executive Death Benefit.


(a)                                  The
Death Beneficiary of a deceased Executive who is covered by the provisions of
this Section 3.2 shall be entitled to receive a lump sum Executive Death
Benefit in an amount equal to the lesser of (i) three million dollars
($3,000,000) or (ii) three hundred percent (300%) of the Executive’s Annual
Compensation (A) for the last full Plan Year that ended prior to the Executive’s
death in which the Executive actively performed services as an Employee, or (B)
if the Executive did not actively perform services as an Employee in any full
prior Plan Year, for the last Plan Year in which the Executive actively
performed services as an Employee, in which case his Annual Compensation shall
be annualized based on the number of days employed by the Controlled Group out
of a Plan Year of 365 days.


(b)                                 The
Executive Death Benefit described in paragraph (a) shall be reduced (but not
below zero) by any amount payable under any life insurance or other death
benefit covering the Executive which is provided by, or payable by or on behalf
of a member of the Controlled Group.



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(c)                                  If
the Executive Death Benefit described in paragraph (a), after any reduction
described in (b), is subject to United States federal income tax when paid to
the Executive’s Death Beneficiary, the amount of such Executive Death Benefit
shall be “grossed-up” for federal income taxes, using a thirty-four percent
(34%) tax rate, so that the total Executive Death Benefit under this Section
3.2 shall be equal to the amount calculated under paragraph (a), after any
reduction described in (b), divided by sixty-six percent (66%).


SECTION 3.3.                       Executive
Death Benefit for Retired Executives.


(1)                                  Eligibility.  The Death Beneficiary of an Executive who
dies while he is Retired shall be entitled to receive the Executive Death
Benefit described in this Section 3.3.


(2)                                  Amount
of Executive Death Benefit.


(a)                                  The
Death Beneficiary of a deceased Executive who is covered by the provisions of
this Section 3.3 shall be entitled to receive a lump sum Executive Death
Benefit in an amount equal to the lesser of (i) seven hundred and fifty
thousand dollars ($750,000) or (ii) two hundred percent (200%) of the Executive’s
Final Average Compensation.


(b)                                 The
Executive Death Benefit described in paragraph (a) of this Subsection shall be
reduced (but not below zero) by any amount payable under any life insurance or
other death benefit covering the Executive which is provided by, or payable by
or on behalf of a member of the Controlled Group.


SECTION 3.4.                       Disabled
Executives.  An Executive who is
Disabled shall be entitled to the Executive Death Benefit described in Section
3.2, until coverage terminates in accordance with the provisions of Section
3.2(1).  In the event an Executive dies
while he is Disabled, no Executive Death Benefit shall be payable under the
provisions of Section 3.3.


SECTION 3.5.                       Protective
Provisions.  Notwithstanding the
preceding Sections of the Article, if an Executive commits suicide during the
two-year period beginning on the date of his commencement of participation in
the Plan or makes any material misstatement of information or nondisclosure of
medical history, then, in the Administrator’s sole and absolute discretion, no
Executive Death Benefits shall be payable hereunder or such Executive Death
Benefits may be paid in a reduced amount (as determined by the Administrator).



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ARTICLE
IV


PAYMENT OF EXECUTIVE DEATH BENEFITS


SECTION 4.1.                       Commencement
of Executive Death Benefits. 
Executive Death Benefits hereunder shall be paid to the Executive’s Death
Beneficiary after the amount of the Executive Death Benefit and the identity of
the Death Beneficiary have been identified and, in any event, within ninety
(90) days after the date of the Executive’s death.  Notwithstanding the foregoing, if payment during
such 90-day period is prevented due to reasons outside of the Administrator’s
control, payment of the Executive Death Benefits shall be made as soon as
practicable following the date of the Executive’s death.


ARTICLE
V


AMENDMENT AND TERMINATION


SECTION 5.1.                       Effect
of Amendment and Termination.  No
amendment or termination shall operate to deprive any Executive or, in the
event of the Executive’s death, any Death Beneficiary of any Executive Death
Benefit otherwise payable with respect to an Executive who has Retired or died
prior to the date such amendment or termination is adopted.


IN WITNESS
WHEREOF, Ecolab Inc. has executed this Executive Death Benefits Plan and has
caused its corporate seal to be affixed this 29th day of August, 1994.


	
  

  	
   

  	
  ECOLAB INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Michael E. Shannon

  
	
   

  	
   

  	
  Michael E. Shannon

  
	
   

  	
   

  	
  Vice Chairman, Chief Financial

  
	
   

  	
   

  	
  and Administrative Officer

  



 


(Seal)


	
  /s/Kenneth A. Iverson

  	
   

  
	
  Kenneth A.
  Iverson

  	
   

  
	
  Secretary

  	
   

  



 



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