Exhibit
(10)G(iii)


 


ECOLAB INC.


1995 NON-EMPLOYEE
DIRECTOR


STOCK OPTION PLAN


 


AMENDMENT NO. 2


 


Pursuant to Paragraph 7 of the Ecolab Inc. 1995 Non-Employee Director
Stock Option Plan (“Plan”) and resolutions of the Company’s Board of Directors,
dated May 11, 2001, the Company amends the Plan as set forth below.  Words and phrases used herein with initial
capital letters which are defined in the Plan are used here as so defined.


 


1.               Section 5(b)(vi) of
the Plan is amended in its entirety to read as follows:


 


“(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), by tendering a broker exercise
notice, by tendering, or by attestation as to ownership of, shares of the
Company’s Common Stock already owned by the Optionee (“Previously Acquired
Shares”), or by a combination thereof; provided, however, that any such
Previously Acquired Shares tendered or attested to 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 and otherwise acceptable to
avoid a charge or expense for the purposes of financial reporting.  For purposes of such payment, Previously
Acquired Shares will be valued at their Fair Market Value on the exercise
date.”


 


2.               Section 5(b)(ix) of
the Plan is amended in its entirety to read as follows:


 


“(ix)  Withholding.  The Company may require an Optionee to
promptly pay the Company the amount of any federal, state or local withholding
or other employee-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 tendering a broker exercise notice, by
tendering or attesting to ownership of Previously Acquired Shares or by
electing to withhold shares of Common Stock that are to be issued upon exercise
of an Option, or by a combination of such methods, provided that (i)
amounts withheld shall not exceed the Company’s statutory minimum withholding
obligation for federal and state tax purposes, including payroll taxes, and
(ii) any use of Previously Acquired Shares or withholding shall be otherwise
acceptable to avoid a charge or expense for financial reporting purposes.  For purposes of satisfying an Optionee’s
withholding or employment-related tax obligation,


 

















 


Previously Acquired Shares tendered or covered by an
attestation and shares withheld shall be valued at their Fair Market Value on
the exercise date.”


 


3.               This amendment
shall be effective as of May 11, 2001.


 


IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its authorized officers and its corporate seal affixed, as of May
11, 2001.


 


	
   

  	
  ECOLAB INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
    (Seal)

  	
  By:  

  	
  /s/ Lawrence T. Bell

  	
   

  
	
  Lawrence T. Bell

  Senior Vice President-Law and

  General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   
  Attest:  

  	
  /s/ Sheila B. Holt

  	
   

  	
   

  
	
   

  	
  Sheila B. Holt

  
							



 


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