Exhibit 10

Amendment No. 1 to Transition Agreement

This AMENDMENT NO. 1 TO TRANSITION AGREEMENT (this “Amendment” ) is entered into as of January 1, 2006 (the “Effective Date” ) by and between Ecolab Inc., a Delaware corporation with its principal place of business in St. Paul, Minnesota (the “Company” ), and Allan L. Schuman ( “Schuman” ).

Recitals

A.             Schuman and the Company entered into a Transition Agreement dated as of February 28, 2004 (the “ Transition Agreement ”).

B.             Section 4(a) of the Transition Agreement provides that, for serving as non-employee Chairman of the Board of the Company during 2005, “Schuman shall, during calendar year 2005, receive annual compensation of $500,000, payable in equal monthly installments on or before the last day of each month.”

C.             Section 4(c) of the Transition Agreement provides that “[i]f Schuman shall continue as Chairman of the Board beyond December 31, 2005 by mutual agreement of the Board and Schuman, compensation for such continuing service shall be mutually determined in writing by the Company and Schuman.”

D.             Section 16(e) provides that the Transition Agreement “may not be altered or amended, except by a writing executed by the party against whom such alteration or amendment is to be enforced.”

E.              The parties desire to enter into this Amendment to provide (i) for the continuation of Schuman as non-employee Chairman of the Board of the Company until the Company’s 2006 Annual Meeting of Stockholders and (ii) for compensation to Schuman for such continuing service during a portion of