AMENDMENT NO. 2 TO ECOLAB INC. 2001 NON-EMPLOYEE DIRECTOR STOCK OPTION AND DEFERRED COMPENSATION PLAN

EXHIBIT (10)A

AMENDMENT NO. 2 TO

ECOLAB INC. 2001 NON-EMPLOYEE DIRECTOR

STOCK OPTION AND DEFERRED COMPENSATION PLAN

(as Amended and Restated Effective as of May 1, 2004)

WHEREAS, Ecolab Inc. (the “Company”) adopted an amended and restated 2001 Non-Employee Director Stock Option and Deferred Compensation Plan (the “Plan”) effective as of May 1, 2004;

WHEREAS, the Plan was amended by Amendment No. 1 effective January 1, 2005 to address changes required by Section 409A of the Code; and

WHEREAS, the Company wishes to adopt additional changes to the Plan relating to exercisability and duration of Periodic Options effective for Periodic Options granted on or after May 2, 2008;

NOW THEREFORE, pursuant to the amending power reserved to the Company’s Board of Directors by Section 14.1 of the Plan, the Board of Directors adopted this Amendment No. 2 to the Plan on, and effective as to all Periodic Options granted on and after, the 2nd day of May, 2008.

Section 1

Section 9.3 is amended and restated to read as follows:

“ Exercisability of Option