SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 17)*

Ecolab Inc.

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

278865100

(CUSIP Number)

William A. Groll, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza
New York, NY 10006

212-225-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 10, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 17 (this “Amendment”) amends and supplements the Schedule 13D filed on December 20, 1989, as previously amended (the “Schedule 13D”), of Henkel AG & Co. KGaA (formerly known as Henkel KGaA) (“KGaA” and, together with its affiliates, “The Henkel Group”) and Henkel Corporation (as successor by merger to HC Investments, Inc.), with respect to the Common Stock, par value $1.00 per share (“Common Stock”), of Ecolab Inc. (“Ecolab” or the “Company”). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.

Item 4. Purpose of Transaction.

To facilitate Henkel’s previously disclosed intention to sell part or all Henkel’s stake in Ecolab, on November 10, 2008, KGaA entered into an agreement with Ecolab amending the Stockholder’s Agreement (Amendment No. 1 to Second Amended and Restated Stockholder’s Agreement, referred to herein as the “Stockholder’s Agreement Amendment”) and KGaA and Henkel Corporation entered into a Stock Purchase Agreement with Ecolab (the “Stock Purchase Agreement”), each as more fully described in this Amendment. The Stockholder’s Agreement Amendment is filed with this Amendment as Exhibit 26 and the Stock Purchase Agreement is filed with this Amendment as Exhibit 27, and each is incorporated herein by this reference in its entirety. The descriptions contained in this Amendment of various terms of the Stockholder’s Agreement Amendment and the Stock Purchase Agreement are qualified in their entirety by reference to the respective agreement.

The Stockholder’s Agreement Amendment generally amends certain provisions of the Stockholder’s Agreement that restrict Henkel’s ability to dispose of its holdings by adding provisions that enable Henkel to undertake up to two registered public offerings of its stake in which Ecolab would provide certain cooperation and provisions that additionally enable Henkel

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to undertake certain market sales after the successful completion of such public offering(s). In addition, in the Stock Purchase Agreement, Ecolab has agreed to purchase, and KGaA and Henkel Corporation have agreed to sell, shares of Common Stock in connection with a registered public offering meeting certain criteria.

Specifically, the Stockholder’s Agreement Amendment provides that Henkel may dispose of shares in up to two underwritten public offerings (the “Amendment Offerings”) conducted in accordance with the Stockholder’s Agreement except that the right of first refusal provided therein is not applicable and sales may be made to an agreed upon list of potential purchasers as long as such purchasers will not beneficially own more than 5% of the outstanding Voting Securities. Henkel may only complete the sale in the first such offering if at least 43,700,000 shares of Common Stock are sold (and, if such number of shares cannot be sold in the first offering, Henkel may only complete the sale in the second offering if at least that many shares are sold then). Ecolab agrees that, in connection with the two Amendment Offerings, it will make members of its senior management available to participate in mutually acceptable road shows. Henkel will bear the cost of any such road show.

Under the Stock Purchase Agreement, if Henkel completes an offering of at least 43,700,000 shares of Common Stock, Henkel would also sell to Ecolab, and Ecolab would repurchase from Henkel, shares of Common Stock at a price of at least $300,000,000. Ecolab could also purchase additional shares. The number of shares that would be delivered by Henkel upon such purchase would provide Ecolab a discount of between $40,000,000 (if Ecolab purchased the minimum number of shares for $300,000,000) to $50,000,000 (if Ecolab purchased the number of shares it would obtain for $500,000,000), priced per share before the

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discount at the net offering price at which Henkel sold shares in the offering (including the effect of any discretionary fees or underwriting discounts).

At Henkel’s request, on November 10, 2008, Ecolab filed a registration statement with the U.S. Securities and Exchange Commission to enable Henkel to undertake the sale of up to all its Shares in accordance with the Stockholder’s Agreement Amendment and the Stock Purchase Agreement.

Except as set forth herein, KGaA and Henkel Corporation have no current plans or proposals that relate to or would result in any of the actions or events enumerated in clauses (a) through (j) of Item 4 of Schedule 13D, as promulgated by the Securities and Exchange Commission.

Item 7.	Material to be filed as Exhibits.
Exhibit 26	Amendment No. 1 to Second Amended and Restated Stockholder’s Agreement, dated as of November 10, 2008, between Ecolab and KGaA
Exhibit 27	Stock Purchase Agreement, dated as of November 10, 2008, by and among KGaA, Henkel Corporation and Ecolab

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Signature

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: November 10, 2008

Henkel AG & Co. KGaA

By: /s/ Thomas Gerd Kühn                           

Name: Thomas Gerd Kühn

Title: General Counsel

By: /s/ Heinz Nicolas                                     

Name: Heinz Nicolas

Title: Senior Corporate Counsel

Henkel Corporation

By: /s/ Paul R. Berry                                       

Name: Paul R. Berry

Title: Senior Vice President and

       Chief Legal Officer

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Exhibit Index

Exhibit 1	Stock Purchase Agreement by and among HC Investments, Inc., Henkel KGaA and Ecolab Inc. dated as of December 11, 1989	(i)
Exhibit 2	Amendment No. 1 to Stock Purchase Agreement by and among HC Investments, Inc., Henkel KGaA and Ecolab Inc. dated as of December 11, 1989	(i)
Exhibit 3	Confidentiality Agreement between Henkel KGaA and Ecolab Inc. dated November 13, 1989	(i)
Exhibit 4	Press Release issued by Ecolab Inc. and Henkel KGaA on December 11, 1989	(i)
Exhibit 5	Amendment No. 2 to Stock Purchase Agreement by and among HC Investments, Inc., Henkel KGaA and Ecolab Inc. dated as of September 11, 1990	(ii)
Exhibit 6	Umbrella Agreement by and between Henkel KGaA and Ecolab Inc. dated as of September 11, 1990	(ii)
Exhibit 7	Joint Venture Agreement by and between Henkel KGaA and Ecolab Inc. dated as of September 11, 1990	(ii)
Exhibit 8	Stockholder’s Agreement between Henkel KGaA and Ecolab Inc. dated as of September 11, 1990	(ii)
Exhibit 9	Amendment No. 3 to Stock Purchase Agreement by and among HC Investments, Inc., Henkel KGaA and Ecolab Inc. dated as of March 8, 1991	(iii)
Exhibit 10	First Amendment to the Umbrella Agreement by and between Henkel KGaA and Ecolab Inc. dated as of March 8, 1991	(iii)
Exhibit 11	First Amendment to the Joint Venture Agreement by and between Henkel KGaA and Ecolab Inc. dated as of March 8, 1991	(iii)
Exhibit 12	First Amendment to the Stockholder’s Agreement between Henkel KGaA and Ecolab Inc. dated as of March 8, 1991	(iii)

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Exhibit 13	Amended and Restated Umbrella Agreement by and between Henkel KGaA and Ecolab Inc. dated as of June 26, 1991	(iv)
Exhibit 14	Amended and Restated Joint Venture Agreement by and between Henkel KGaA and Ecolab Inc. dated as of June 26, 1991	(iv)
Exhibit 15	Amended and Restated Stockholder’s Agreement between Henkel KGaA and Ecolab Inc. dated as of June 26, 1991	(iv)
Exhibit 16	Press Release issued by Ecolab Inc. and Henkel KGaA on July 11, 1991	(iv)
Exhibit 17	Amendment No. 1 to Amended and Restated Stockholder’s Agreement between Henkel KGaA and Ecolab Inc. dated as of June 30, 2000	(v)
Exhibit 18	Master Agreement, dated as of December 7, 2000, between Ecolab Inc. and Henkel KGaA	(v)
Exhibit 19	Form of Amended Stockholder’s Agreement	(v)
Exhibit 20	Purchases of Common Stock from December 14, 2000 through October 5, 2001	(vi)
Exhibit 21	Purchases of Common Stock from October 9, 2001 through November 23, 2001	(vii)
Exhibit 22	Agreement to be Bound by Chemie dated as of December 31, 2002	(viii)
Exhibit 23	Agreement to be Bound by Henkel Corporation dated as of December 15, 2004	(ix)
Exhibit 24	Press release issued by Henkel KGaA on February 27, 2008	(x)
Exhibit 25	Letter from Henkel AG & Co. KGaA to Ecolab Inc. dated June 27, 2008	(xi)
Exhibit 26	Amendment No. 1 to Second Amended and Restated Stockholder’s Agreement, dated as of November 10, 2008, between Ecolab and KGaA

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Exhibit 27 Stock Purchase Agreement, dated as of November 10, 2008, by and among KGaA, Henkel Corporation and Ecolab

(i) Previously filed as an Exhibit to the Schedule 13D on December 20, 1989.

(ii) Previously filed as an Exhibit to Amendment No. 2 to the Schedule 13D on September 17, 1990.

(iii) Previously filed as an Exhibit to Amendment No. 3 to the Schedule 13D on March 15, 1991.

(iv) Previously filed as an Exhibit to Amendment No. 4 to the Schedule 13D on July 16, 1991.

(v) Previously filed as an Exhibit to Amendment No. 5 to the Schedule 13D on December 15, 2000.

(vi) Previously filed as an Exhibit to Amendment No. 6 to the Schedule 13D on October 9, 2001.

(vii) Previously filed as an Exhibit to Amendment No. 7 to the Schedule 13D on November 26, 2001.

(viii) Previously filed as an Exhibit to Amendment No. 9 to the Schedule 13D on January 8, 2003.

(ix) Previously filed as an Exhibit to Amendment No. 12 to the Schedule 13D on February 1, 2005.

(x) Previously filed as an Exhibit to Amendment No. 15 to the Schedule 13D on February 27, 2008.

(xi) Previously filed as an Exhibit to Amendment No. 16 to the Schedule 13D on July 7, 2008.

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EX-26

Exhibit 26

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED STOCKHOLDER’S AGREEMENT

AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED STOCKHOLDER’S AGREEMENT (this “Amendment”), dated as of November 10, 2008, between Ecolab Inc., a Delaware corporation (the “Company”) and Henkel AG & Co. KGaA (f/k/a Henkel Kommanditgesellschaft auf Aktien), organized under the laws of the Federal Republic of Germany (the “Stockholder”).

WHEREAS, the Company and the Stockholder are party to that certain Second Amended and Restated Stockholder’s Agreement, dated as of November 30, 2001, between the Company and the Stockholder (the “Stockholder’s Agreement”) (capitalized terms used herein and not defined herein shall have the respective meanings set forth in the Stockholder’s Agreement); and

WHEREAS, simultaneously with the execution of this Amendment, the Company, the Stockholder and Henkel Corporation, a Delaware corporation (“Henkel Corp.,” and, together with the Stockholder, the “Selling Stockholders”) have executed that certain Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Selling Stockholders agree to sell, and the Company agrees to purchase, shares of Common Stock held by the Selling Stockholders as set forth in the Purchase Agreement; and

WHEREAS, the Company and the Stockholder desire to amend certain provisions of the Stockholder’s Agreement as set forth below.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and in the Purchase Agreement, the parties hereto agree as follows:

1.         Amendment of Section 5(a). Section 5(a) of the Stockholder’s Agreement is hereby amended by (1) deleting the word “or” at the end of Section 5(a)(viii), (2) deleting the period at the end of Section 5(a)(ix) and substituting in lieu therefor “; or” and (3) adding the following new Section 5(a)(x) after Section 5(a)(ix):

“(x) pursuant to an underwritten public offering under the Securities Act (the “First Offering”); and, in the event that the Stockholder and its Affiliates do not sell all of their shares of Common Stock in the First Offering, pursuant to a second underwritten public offering under the Securities Act (the “Second Offering,” and, together with the First Offering, the “Amendment Offerings”); provided, however, that:

(A) (1) each Amendment Offering will be made in accordance with the terms for registration rights attached hereto as Exhibit A, (2) the managing underwriters of such offering will agree to effect the sale of the shares of Common Stock owned by the Stockholder and its Affiliates in a manner which will result in a broad distribution thereof and (3) the Stockholder will use all reasonable efforts to insure that no sales of shares of Common Stock owned by the Stockholder or its Affiliates are made to any Prohibited Holder (other than to underwriters or any selected dealers for the purpose of effecting such broad distribution), except as permitted by Section 5(a)(x)(B) hereof;

(B) prior to (1) the First Offering and (2) the Second Offering, if applicable, the Stockholder and the Company shall mutually agree in writing upon a list of Third Persons, each of whom may purchase shares of Common Stock owned by the Stockholder and its Affiliates in such offering so long as such Third Person (considered together with such Third Person’s Affiliates or any group such Third Person may be a member of) will not beneficially own in the aggregate more than five percent (5%) of the outstanding Voting Securities after such purchase (the “5% Purchasers”);

(C) the Stockholder will, and will cause each of its Affiliates to, use reasonable efforts to sell all of the shares of Common Stock owned by the Stockholder and its Affiliates in the First Offering (subject to reserving shares to the extent needed for any over-allotment option in connection with the First Offering), subject to market conditions and the Stockholder’s right to withdraw the offering if the price is not acceptable in the Stockholder’s reasonable judgment, provided, that the Stockholder and its Affiliates may not sell any shares of Common Stock in the First Offering unless at least 43,700,000 shares of Common Stock are sold in the First Offering to the underwriters, and furtherprovided, that if the First Offering is not completed for any reason, the Stockholder and its Affiliates may not sell any shares of Common Stock in the Second Offering unless at least 43,700,000 shares of Common Stock are sold in the Second Offering to the underwriters;

(D) the Stockholder will, and will cause each of its Affiliates to, deliver the shares of Common Stock owned by the Stockholder and its Affiliates for each Amendment Offering to the underwriters for such offering on a single date and no Amendment Offering may constitute a continuous offering under the Securities Act;

(E) for each Amendment Offering, the Stockholder will supply the underwriters with an over-allotment option of at least ten percent (10%) of the shares of Common Stock owned by the Stockholder and its Affiliates upon the commencement of such Amendment Offering; and

(F) in the event that the Stockholder terminates any Amendment Offering for any reason, the obligations of the Company under this Section 5(a)(x) with respect to such Amendment Offering shall be deemed

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satisfied and shall not extend to any additional offerings beyond the two Amendment Offerings provided for in this Section 5(a)(x).”

2.         Amendment of Section 5(c). The final sentence of Section 5(c) of the Stockholder’s Agreement is hereby amended to read in its entirety as follows: “Transfers pursuant to Sections 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv) only as to the number of shares of Common Stock owned by the Stockholder and its Affiliates equal to the number of shares of Common Stock in any over-allotment option granted to the underwriters in the most recent Amendment Offering that were not purchased by such underwriters, 5(a)(viii) and 5(a)(x) hereof are not subject to the provisions of this Section 5(c).”

3.         Amendment of Section 7. Section 7, clause (i) of the second paragraph of the Stockholder’s Agreement is hereby amended to read in its entirety as follows: “terminate the stop transfer instructions and remove the legend in connection with transfers pursuant to Sections 5(a)(iv)(A), 5(a)(vi) and 5(a)(x) of this Agreement,”.

4.         Amendment of Exhibit A.

(a)       Exhibit A of the Stockholder’s Agreement is hereby amended by adding the following sentences at the end of Section 2:

“Each Amendment Offering, including any Amendment Offering that the Stockholder terminates for any reason, shall constitute one request for registration by the Stockholder for the purposes of this Section 2. The First Offering shall be deemed to commence upon the filing of the registration statement relating to the First Offering. The Second Offering shall be deemed to commence upon the Company receiving from the Stockholder written notice of the Stockholder’s intent to initiate the Second Offering. For each Amendment Offering, the underwriting group will consist of five (5) investment banks, three (3) at bookrunner level and two (2) at co-manager level; the Stockholder will select two (2) bookrunners and one (1) co-manager, and the Company will select one (1) bookrunner and one (1) co-manager. The Stockholder will select the stabilization agent, if any, for each Amendment Offering.”

(b)       Exhibit A of the Stockholder’s Agreement is hereby further amended by adding the following sentence at the end of Section 5:

“The Stockholder will bear all out-of-pocket expenses incurred by the Company related to the road shows for the Amendment Offerings, including the use of private aircraft.”

(c)       Exhibit A of the Stockholder’s Agreement is hereby further amended by adding the following new sentence after Section 6(c):

“In connection with any Amendment Offering, the Company agrees to make members of senior management of the Company available to participate in a road show, on a schedule mutually agreeable to the Stockholder and the Company.”

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5.         Interpretation. Except as set forth in this Amendment, the provisions of the Stockholder’s Agreement shall remain in full force and effect.

6.         Expiration. This Amendment shall expire at 5:00 p.m. Eastern time on the date that is eighteen (18) months after the date on which the registration statement for the First Offering is declared or otherwise becomes effective and the Stockholder’s Agreement (in the form existing prior to this Amendment and to the extent not terminated in accordance with the terms thereof) shall remain in full force and effect and shall be otherwise unaffected thereby.

7.         Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Facsimile signatures shall constitute original signatures.

[signatures appear on following page]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

ECOLAB INC.

By: /s/ Steven L. Fritze          

Name: Steven L. Fritze

Its: Chief Financial Officer

HENKEL AG & CO. KGAA

By: /s/ Thomas Gerd Kuhn                 /s/ Heinz Nicolas                     

Name: Thomas Gerd Kuhn                  Heinz Nicolas

Its: General Counsel                             Senior Corporate Counsel

Signature Page to Amendment No. 1 to Second Amended and Restated Stockholder’s Agreement

EX-99.1

Exhibit 27

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT, dated as of November 10, 2008 (this “Agreement”), is by and among Henkel AG & Co. KGaA, organized under the laws of the Federal Republic of Germany (“Henkel KGaA”), Henkel Corporation, a Delaware corporation (“Henkel Corp.,” and, together with Henkel KGaA, the “Selling Stockholders”), and Ecolab Inc., a Delaware corporation (the “Company”).

WHEREAS, at the request of the Selling Stockholders, the Company proposes to file a Registration Statement on Form S-3 with the Securities and Exchange Commission (the “Registration Statement”) with respect to the offer and sale by the Selling Stockholders of up to 72,692,552 shares of common stock, par value $1.00 per share, of the Company (the “Common Stock”) (less any shares to be purchased under this Agreement);

WHEREAS, the Selling Stockholders propose to enter into an Underwriting Agreement (the “First Underwriting Agreement”) among certain underwriters to be named therein (the “First Underwriters”), the Company and themselves whereby the Selling Stockholders will sell some or all of their shares of Common Stock (the “First Underwritten Shares”) in a public offering (the “First Offering”);

WHEREAS, in the event that the Selling Stockholders do not sell all of their shares of Common Stock in connection with the First Offering, the Selling Stockholders may enter into a second Underwriting Agreement (the “Second Underwriting Agreement”) among certain underwriters to be named therein (the “Second Underwriters”), the Company and themselves whereby the Selling Stockholders will sell some or all of their remaining shares of Common Stock (the “Second Underwritten Shares”) in a second public offering (the “Second Offering,” and, together with the First Offering, the “Offerings”);

WHEREAS, simultaneously with the execution of this Agreement, the Company and Henkel KGaA have executed an amendment to that certain Second Amended and Restated Stockholder’s Agreement, dated as of November 30, 2001, between the Company and Henkel KGaA (the “Amendment,” and as so amended, the “Amended Stockholder’s Agreement”); and

WHEREAS, upon the terms and subject to the conditions of this Agreement, the Selling Stockholders desire to sell, and the Company desires to purchase, shares of Common Stock owned by the Selling Stockholders.

NOW, THEREFORE, in consideration of the premises and the representations, warranties and covenants contained in this Agreement and the Amendment, the Company and the Selling Stockholders hereby agree as follows:

ARTICLE I

PURCHASE AND SALE OF COMMON STOCK

Section 1.01    Purchase and Sale. Subject to the terms and conditions of this Agreement, the Company shall purchase from the Selling Stockholders, and the Selling Stockholders shall sell to the Company, shares of Common Stock (collectively, the “Repurchase Shares”).

(a) First Offering.

(i)  Number of Shares. The number of shares of Common Stock (rounded to the nearest whole share) (the “First Purchased Shares”) to be purchased by the Company from the Selling Stockholders upon completion of the First Offering, including the closing of any over-allotment option pursuant to the First Underwriting Agreement (the “First Offering Closing”), shall be equal to the quotient obtained by dividing (x) the sum of (A) the First Purchase Price (as defined below), (B) $40,000,000 and (C) $50,000 for each $1,000,000, if any, by which the First Purchase Price exceeds $300,000,000, up to a total excess of $200,000,000, by (y) the price per share at which the First Underwriters purchase the First Underwritten Shares from the Selling Stockholders pursuant to the First Underwriting Agreement (including any discretionary fees or discounts) (the “First Price Per Share”). The Company shall have the right to designate a First Purchase Price in excess of $500,000,000, provided that in no event shall the Company so designate a First Purchase Price in excess of $500,000,000 if the result would be that the Selling Stockholders are unable to sell at least 43,700,000 shares of Common Stock pursuant to the First Underwriting Agreement.

(ii) Purchase Price. The purchase price for the First Purchased Shares shall be the First Purchase Price, which shall not be less than $300,000,000.

(iii) Condition of Company’s Obligation to Purchase. If the Selling Stockholders do not sell at least 43,700,000 shares of Common Stock (which is the minimum sale amount necessary to complete the First Offering) pursuant to the First Underwriting Agreement on or prior to April 30, 2009, then notwithstanding any Purchase Notice (as defined below) delivered pursuant to Section 1.02(b) hereof, the Company shall have no obligation to purchase any shares of Common Stock. The First Offering shall be deemed to commence upon the filing of the Registration Statement.

(b) Second Offering.

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(i)  Number of Shares. The number of shares of Common Stock (rounded to the nearest whole share) (the “Second Purchased Shares”) to be purchased by the Company from the Selling Stockholders upon completion of the Second Offering, including the closing of any over-allotment option pursuant to the Second Underwriting Agreement (the “Second Offering Closing”), shall be equal to the quotient obtained by dividing (x) the sum of (A) the Second Purchase Price (as defined below), (B) if the Company did not purchase any shares of Common Stock from the Selling Stockholders upon completion of the First Offering, $40,000,000, and (C) $50,000 for each $1,000,000 by which (i) the lesser of the Total Purchase Price (as defined below) or $500,000,000 exceeds (ii) the First Purchase Price, by (y) the price per share at which the Second Underwriters purchase the Second Underwritten Shares from the Selling Stockholders pursuant to the Second Underwriting Agreement (including any discretionary fees or discounts) (the “Second Price Per Share”). The Company shall have the option to designate a Second Purchase Price that would produce a Total Purchase Price in excess of $500,000,000, provided that, if the Company did not purchase any shares of Common Stock from the Selling Stockholders upon completion of the First Offering, in no event shall the Company so designate a Second Purchase Price in excess of $500,000,000 if the result would be that the Selling Stockholders are unable to sell at least 43,700,000 shares of Common Stock pursuant to the Second Underwriting Agreement. If the First Purchase Price is at least $300,000,000, the Company shall have no obligation to purchase any Common Stock upon completion of the Second Offering.

(ii) Purchase Price. The purchase price for the Second Purchased Shares, if any, shall equal the Second Purchase Price. If no shares were purchased in connection with the First Offering, then the Second Purchase Price shall be at least $300,000,000. If shares were purchased in connection with the First Offering, the Company shall have no obligation to purchase any Common Stock upon completion of the Second Offering.

(iii) Condition of Company’s Obligation to Purchase. If the Company did not purchase any shares of Common Stock from the Selling Stockholders upon completion of the First Offering, and if the Selling Stockholders do not sell at least 43,700,000 shares of Common Stock (which is the minimum sale amount necessary to complete the Second Offering if the First Offering was not completed) pursuant to the Second Underwriting Agreement on or prior to April 30, 2009, then notwithstanding any Purchase Notice delivered pursuant to Section 1.02(b) hereof, the Company shall have no obligation to purchase any shares of Common Stock. The Second Offering shall be deemed to commence upon the Company receiving from the Selling Stockholders written notice of the Selling Stockholders’ intent to initiate the Second Offering.

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Section 1.02    Notices.

(a)       Not later than 5:00 p.m. Eastern time on the second (2nd) business day immediately prior to the proposed pricing date of the First Offering and the Second Offering, if applicable, the Selling Stockholders shall deliver a notice to the Company (A) setting forth the expected date of the pricing of such offering, the expected range of the First Price Per Share or the Second Price Per Share, as the case may be, and the expected range of the number of shares of Common Stock to be sold in such offering and (B) offering to sell shares of Common Stock owned by the Selling Stockholders in accordance with the terms and conditions of this Agreement (the “Offering Notice”); provided, however, that if following the delivery of an Offering Notice by the Selling Stockholders to the Company, the proposed pricing date of such offering, if applicable, is delayed, the Selling Stockholders shall deliver a new Offering Notice and any Purchase Notice from the Company in response to all preceding Offering Notices for such offering shall be void and of no effect.

(b)       Not later than 5:00 p.m. Eastern time on the business day prior to the proposed pricing date of the First Offering and the Second Offering, if applicable, as set forth in the Offering Notice, the Company shall deliver a notice to the Selling Stockholders (the “Purchase Notice”) setting forth the aggregate cash purchase price to be paid by the Company to the Selling Stockholders for the shares of Common Stock purchased upon the First Offering Closing (the “First Purchase Price”) or the Second Offering Closing (the “Second Purchase Price,” if any, and, together with the First Purchase Price, the “Total Purchase Price”), as applicable. Upon delivery by the Company to the Selling Stockholders of the Purchase Notice designating the First Purchase Price or the Second Purchase Price (if any), as the case may be, subject to the terms and conditions of this Agreement, the Company shall be obligated to purchase, and the Selling Stockholders shall be obligated to sell, the number of shares of Common Stock determined as above at the First Purchase Price or the Second Purchase Price (if any) on the related Closing (as defined below), all in accordance with the terms and conditions of this Agreement.

Section 1.03    Closing.

(a)       Each closing of the purchase and sale of shares of Common Stock shall take place at 10:00 a.m. Eastern time at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 333 West Wacker Drive, Chicago, IL 60606, on such date as shall be determined by the Company, which date shall be within twenty (20) days after the First Offering Closing or the Second Offering Closing, as the case may be, or at such other place, time and date as the parties hereto shall mutually agree upon (each such closing, a “Closing”). The date on which each Closing shall be held is referred to in this Agreement as a “Closing Date.”

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(b)       The Company shall give notice to the Selling Stockholders of each Closing no later than two (2) business days prior to the applicable Closing Date.

Section 1.04    Company Closing Deliveries. At each Closing, the Company shall deliver or cause to be delivered to the Selling Stockholders:

(a)        the First or Second Purchase Price, as applicable, by wire transfer in immediately available funds to an account designated by the Selling Stockholders; and

(b)       the certificate contemplated by Section 4.02(b).

Section 1.05    Selling Stockholders Closing Deliveries. At each Closing, the Selling Stockholders shall deliver or cause to be delivered to the Company:

(a)       the applicable Repurchase Shares, either by (i) delivering stock certificates representing the applicable Repurchase Shares, duly endorsed in blank, or accompanied by stock powers duly endorsed in blank; (ii) transferring the applicable Repurchase Shares to the Company pursuant to an executed letter of direction delivered to the Company’s transfer agent prior to the Closing Date; or (iii) any combination of (i) and (ii) above; and

(b)       the certificate contemplated by Section 4.01(b).

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDERS

Each Selling Stockholder jointly and severally represents and warrants to the Company as follows:

Section 2.01    Organization and Good Standing. Henkel KGaA is a Kommanditgesellschaft auf Aktien validly existing under the laws of the Federal Republic of Germany. Henkel Corp. is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Selling Stockholder has the full power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement.

Section 2.02    Authorization. This Agreement has been duly and validly authorized, executed and delivered by each Selling Stockholder, and constitutes a legal, valid and binding agreement of each Selling Stockholder, enforceable against each Selling Stockholder in accordance with its terms, except to the extent that (i) such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting creditors’

rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceedings therefor may be brought.

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Section 2.03    No Conflicts; Consents.

(a)       The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, result in the breach of any of the terms or conditions of, constitute a default under or violate, accelerate or permit the acceleration of any other similar right of any other party under, the charter, by-laws or similar document of each Selling Stockholder, any law, rule or regulation, or any agreement, lease, mortgage, note, bond, indenture, license or other document or undertaking, to which any Selling Stockholder is a party or by which any Selling Stockholder or its properties may be bound, nor will such execution, delivery and consummation violate any order, writ, injunction or decree of any federal, state, local or foreign court, administrative agency or governmental or regulatory authority or body (each, an “Authority”) to which any Selling Stockholder or any of its properties is subject, the effect of any of which, either individually or in the aggregate, would prevent or materially delay the ability of any Selling Stockholder to perform its obligations hereunder.

(b)       No consent, approval or authorization of or filing with any Authority or other third party is required to be obtained or made by any Selling Stockholder in connection with the execution and delivery of this Agreement and the performance by any Selling Stockholder of its obligations hereunder, other than any such consent, approval, authorization or filing that would not, individually or in the aggregate, prevent or materially delay the ability of any Selling Stockholder to perform its obligations hereunder.

Section 2.04    Title and Conveyance of Repurchase Shares. Each Selling Stockholder has good and valid title to the shares of Common Stock set forth opposite its name in Exhibit A to this Agreement, free and clear of all liens, security interests, encumbrances and claims of any kind and has the legal right and power to enter into this Agreement and to sell, transfer and deliver the Repurchase Shares; and upon sale and delivery of, and payment for, such Repurchase Shares as provided herein at each Closing, each Selling Stockholder will convey to the Company good and valid title to such Repurchase Shares being sold by it free and clear of all liens, security interests, encumbrances and claims of any kind.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Selling Stockholders as follows:

Section 3.01    Organization and Good Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the full power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement.

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Section 3.02    Authorization. This Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that (i) such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceedings therefor may be brought.

Section 3.03    Authorization. No Conflicts; Consents.

(a)       The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, result in the breach of any of the terms or conditions of, constitute a default under or violate, accelerate or permit the acceleration of any other similar right of any other party under, the Restated Certificate of Incorporation or By-Laws of the Company, any law, rule or regulation or any agreement, lease, mortgage, note, bond, indenture, license or other document or undertaking, to which the Company is a party or by which the Company or its properties may be bound, nor will such execution, delivery and consummation violate any order, writ, injunction or decree of any Authority to which the Company or any of its properties is subject, the effect of any of which, either individually or in the aggregate, would prevent or materially delay the ability of the Company to perform its obligations hereunder.

(b)       No consent, approval or authorization of or filing with any governmental authority or other third party is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement, and the performance by the Company of its obligations hereunder, other than any such consent, approval, authorization or filing that would not, individually or in the aggregate, prevent or materially delay the ability of the Company to perform its obligations hereunder.

ARTICLE IV

CONDITIONS

Section 4.01    Conditions to Obligations of the Company. The obligation of the Company to effect the transactions contemplated hereby shall be subject to the fulfillment, on or prior to each Closing, of each of the following conditions (any of which may be waived by the Company in whole or part to the extent permitted by applicable law):

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(a)       the representations and warranties of the Selling Stockholders set forth in Article II hereof shall be true and correct in all material respects as of the date of this Agreement and on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date;

(b)       the Selling Stockholders shall have performed in all material respects all obligations required to be performed by them at or prior to Closing, and the Company shall have received a certificate signed on behalf of each Selling Stockholder by an executive officer of such Selling Stockholder certifying the satisfaction of the conditions set forth in Sections 4.01(a) and (b);

(c)       in the case of the First Offering, the First Offering Closing shall have occurred;

(d)       if the Company did not purchase any shares of Common Stock from the Selling Stockholders upon completion of the First Offering, then in the case of the Second Offering, the Second Offering Closing shall have occurred; and

(e)       no temporary restraining order, preliminary or permanent injunction or other judgment, decision or order issued by any governmental authority of competent jurisdiction shall be in effect preventing the consummation of the transactions contemplated hereby.

Section 4.02    Conditions to Obligations of the Selling Stockholders. The obligations of the Selling Stockholders to effect the transactions contemplated hereby shall be subject to the fulfillment, on or prior to each Closing, of each of the following conditions (any of which may be waived by the Selling Stockholders in whole or part to the extent permitted by applicable law):

(a)       the representations and warranties of the Company set forth in Article III hereof shall be true and correct in all material respects as of the date of this Agreement and on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date;

(b)       the Company shall have performed in all material respects all obligations required to be performed by it at or prior to Closing, and each of the Selling Stockholders shall have received a certificate signed on behalf of the Company by an executive officer of the Company certifying the satisfaction of the conditions set forth in Sections 4.02(a) and (b);

(c)       in the case of the First Offering, the First Offering Closing shall have occurred;

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(d)       in the case of the Second Offering, the Second Offering Closing shall have occurred; and

(e)       no temporary restraining order, preliminary or permanent injunction or other judgment, decision or order issued by any governmental authority of competent jurisdiction shall be in effect preventing the consummation of the transactions contemplated hereby.

ARTICLE V

EXPENSES

Section 5.01    Expenses. The Selling Stockholders shall pay (i) their own expenses and costs in connection with this Agreement and the transactions contemplated hereby, including, without limitation, all counsel fees and transfer taxes and (ii) all out-of-pocket expenses incurred by the Company related to the road shows for the Offerings, including the use of private aircraft. Except as set forth above, the Company shall pay its own expenses and costs in connection with (i) this Agreement and the transactions contemplated hereby, including all counsel fees and (ii) the Offerings (other than underwriting discounts and commissions and brokerage commissions and fees, if any, payable with respect to Common Stock sold by the Selling Stockholders and fees and expenses of counsel and any accountants for the Selling Stockholders).

ARTICLE VI

MISCELLANEOUS

Section 6.01    Termination. This Agreement shall terminate upon the earliest of (a) the date on which the Selling Stockholders no longer own any shares of Common Stock, (b) the completion of the Company’s purchase obligation in connection with the Second Offering Closing, if any, or (c) at 5:00 p.m. Eastern time on the date that is eighteen (18) months after the date on which the registration statement for the First Offering is declared effective or otherwise becomes effective.

Section 6.02    Integration; Amendments; Waiver. This Agreement and the Amended Stockholders’ Agreement constitute the entire agreement, and supersedes all prior agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof. Any term of this Agreement may be amended or modified only by the written agreement of the parties. No term or condition of this Agreement may be waived, except by a writing executed by the party against whom enforcement of any such waiver is being sought. No waiver by either party hereto of any term or condition of this Agreement shall operate as a waiver of such term or condition at any other time.

Section 6.03    Successors and Assigns. The terms and provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

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Section 6.04    Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt), (ii) when sent by facsimile (with written confirmation of transmission), (iii) when sent by electronic transmission (with confirmation of transmission) and (iv) one (1) business day following the day sent by overnight courier (with written confirmation of receipt), in each case at the following addresses and facsimile numbers (or to such other address or facsimile number as a party may have specified by notice given to the other party pursuant to this provision):

If to the Company, to:
	Ecolab Inc. Ecolab Center 370 Wabasha Street North St. Paul, MN 55102 Facsimile: 651-293-2471 Attention: General Counsel
with a copy to:
	Skadden, Arps, Slate, Meagher & Flom LLP 333 West Wacker Drive Chicago, IL 60606 Facsimile: 312-407-0411 Attention: Charles W. Mulaney, Jr.
If to the Selling Stockholders:
	Henkel AG & Co. KGaA Henkelstrasse 67, Postfach 1100 D-4000 Dusseldorf 1, Germany Facsimile: +49 211 7 98 24 63 Attention: General Counsel
with a copy to:
	Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006 Facsimile: 212-225-3999 Attention: William A. Groll

Section 6.05    Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law doctrine.

Section 6.06    Jurisdiction and Venue. Each of the Company and the Selling Stockholders hereby agrees that any proceeding relating to this Agreement shall be brought in the state of Delaware. Each of the Company and the Selling Stockholders hereby consents to

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personal jurisdiction in any such action brought in any such Delaware court, consents to service of process by registered mail made upon such party and such party’s agent and waives any objection to venue in any such Delaware court or to any claim that any such Delaware court is an inconvenient forum.

Section 6.07    Severability. If any provision of this Agreement or the application of any such provision to any person or circumstances shall be held invalid by a court of competent jurisdiction, the remainder of this Agreement, including the remainder of the provision held invalid, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

Section 6.08    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Facsimile signatures shall constitute original signatures.

Section 6.09    Headings. All section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or inference shall be derived therefrom.

Section 6.10    Remedies. The Company and the Selling Stockholders shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that the Company and the Selling Stockholders, in their sole discretion, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement.

Section 6.11    Effect of Termination. A termination as provided in Section 6.01 shall not release any party hereto from liability for a willful breach of this Agreement.

Section 6.12    Public Announcements. The Company and the Selling Stockholders agree that any press release or public commentary regarding this Agreement, the Amendment or the transactions contemplated hereby or thereby shall be mutually agreed upon, except as may be required by applicable law, any Authority or the rules of a stock exchange or trading market.

Section 6.13    Survival. All representations, warranties and covenants shall survive each Closing.

[signatures appear on following page]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

ECOLAB INC.

By: /s/ Steven L. Fritze             

Name: Steven L. Fritze

Its: Chief Financial Officer

HENKEL AG & CO. KGAA

By: /s/ Thomas Gerd Kuhn                 /s/ Heinz Nicolas                     

Name: Thomas Gerd Kuhn                  Heinz Nicolas

Its: General Counsel                             Senior Corporate Counsel

HENKEL CORPORATION

By: /s/ Paul R. Berry                

Name: Paul R. Berry

Its: Senior V.P. and Chief
        Legal Officer

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Exhibit A

Selling Stockholder	Shares of Common Stock
Henkel AG & Co. KGaA	43,738,036
Henkel Corporation	28,954,516

Signature page to Stock Repurchase Agreement