10-Q

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

(Mark One)

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                         to
Commission File No.  1-9328

ECOLAB INC.
(Exact name of registrant as specified in its charter)
Delaware	41-0231510
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
370 Wabasha Street N., St. Paul, Minnesota  55102
(Address of principal executive offices)(Zip Code)
651-293-2233
(Registrant’s telephone number, including area code)
(Not Applicable)
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ý                   No  o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes  ý                   No  o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of July 31, 2003.

259,731,733 shares of common stock, par value $1.00 per share.

Table of Contents

PART I	FINANCIAL INFORMATION
•	Item 1.			Financial Statements
-	Consolidated Statement of Income
-	Consolidated Balance Sheet
-	Consolidated Statement of Cash Flows
•	Notes to Consolidated Financial Statements
-	1.	Consolidated Financial Statements
-	2.	Stock-Based Compensation
-	3.	Selected Balance Sheet Information
-	4.	Financial Instruments
-	5.	Comprehensive Income
-	6.	Special Charges
-	7.	Gain from Discontinued Operations
-	8.	Business Acquisitions and Investments
-	9.	Income Per Common Share
-	10.	Operating Segments
-	11.	Goodwill and Other Intangible Assets
-	12.	New Accounting Pronouncements
•	Report of Independent Auditors
•	Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations
-	Results of Operations
-	Financial Position and Liquidity
-	Subsequent Event
•	Item 3.		Quantitative and Qualitative Disclosures About Market Risk
•	Item 4.		Controls and Procedures
•	Forward-Looking Statements and Risk Factors
PART II	OTHER INFORMATION
•	Item 4.		Submission of Matters to a Vote of Security Holders
•	Item 6.		Exhibits and Reports on Form 8-K

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ECOLAB INC.

CONSOLIDATED STATEMENT OF INCOME

	Second Quarter Ended June 30
(amounts in thousands, except per share)	2003			2002
	(unaudited)
Net sales	$	946,735		$	839,230
Cost of sales (including special charges of $1,908 in 2002)	466,734			413,425
Selling, general and administrative expenses	358,783			315,363
Special charges (income)	(147		)	11,818
Operating income	121,365			98,624
Interest expense, net	11,752			11,955
Income before income taxes	109,613			86,669
Provision for income taxes	42,458			35,008
Net income	$	67,155		$	51,661
Basic net income per common share	$	0.26		$	0.20
Diluted net income per common share	$	0.25		$	0.20
Dividends declared per common share	$	0.0725		$	0.0675
Weighted-average common shares outstanding
Basic	261,246			257,810
Diluted	264,553			261,225

The accompanying notes are an integral part of the consolidated financial information.

2

ECOLAB INC.

CONSOLIDATED STATEMENT OF INCOME

	Six Months Ended June 30
(amounts in thousands, except per share)	2003			2002
	(unaudited)
Net sales	$	1,822,587		$	1,625,339
Cost of sales (including special charges (income) of $(45) in 2003 and $7,092 in 2002, respectively)	897,216			809,370
Selling, general and administrative expenses	702,816			620,308
Special charges (income)	(344		)	24,114
Operating income	222,899			171,547
Interest expense, net	22,455			22,467
Income from continuing operations before income taxes	200,444			149,080
Provision for income taxes	77,971			60,378
Income from continuing operations before cumulative effect of change in accounting	122,473			88,702
Change in accounting for goodwill and other intangible assets	—			(4,002		)
Gain from discontinued operations	—			1,882
Net income	$	122,473		$	86,582
Basic income per common share
Income from continuing operations	$	0.47		$	0.34
Change in accounting	—			(0.02		)
Gain from discontinued operations	—			0.01
Net income	$	0.47		$	0.34
Diluted income per common share
Income from continuing operations	$	0.46		$	0.34
Change in accounting	—			(0.02		)
Gain from discontinued operations	—			0.01
Net income	$	0.46		$	0.33
Dividends declared per common share	$	0.145		$	0.135
Weighted-average common shares outstanding
Basic	260,847			257,311
Diluted	264,236			260,918

Per share amounts do not necessarily sum due to rounding.

The accompanying notes are an integral part of the consolidated financial information.

3

ECOLAB INC.

CONSOLIDATED BALANCE SHEET

(amounts in thousands)	June 30 2003		December 31 2002
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	30,572	$	49,205
Accounts receivable, net	644,294		553,154
Inventories	325,986		291,506
Deferred income taxes	78,866		71,147
Other current assets	60,243		50,925
Total current assets	1,139,961		1,015,937
Property, plant and equipment, net	708,136		680,265
Goodwill, net	780,308		695,700
Other intangible assets, net	210,535		188,670
Other assets, net	281,995		285,335
Total assets	$	3,120,935	$	2,865,907

The accompanying notes are an integral part of the consolidated financial information.

4

ECOLAB INC.

CONSOLIDATED BALANCE SHEET

(Continued)

(amounts in thousands, except per share)	June 30 2003		December 31 2002
	(unaudited )
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Short-term debt	$	97,506	$	160,099
Accounts payable	222,168		205,665
Compensation and benefits	162,602		184,239
Income taxes	60,271		12,632
Other current liabilities	327,737		291,193
Total current liabilities	870,284		853,828
Long-term debt	601,981		539,743
Postretirement health care and pension benefits	224,248		207,596
Other liabilities	172,071		164,989
Shareholders’ equity (common stock, par value $1.00 per share; shares outstanding: June 30, 2003 - 260,486; December 31, 2002 - 129,940)	1,252,351		1,099,751
Total liabilities and shareholders’ equity	$	3,120,935	$	2,865,907

The accompanying notes are an integral part of the consolidated financial information.

5

ECOLAB INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

	Six Months Ended June 30
(amounts in thousands)	2003			2002
	(unaudited)
OPERATING ACTIVITIES
Net income	$	122,473		$	86,582
Cumulative effect of change in accounting	—			4,002
Gain from discontinued operations	—			(1,882		)
Income from continuing operations	122,473			88,702
Adjustments to reconcile income from continuing operations to cash provided by operating activities:
Depreciation	100,484			92,955
Amortization	13,285			13,347
Deferred income taxes	(525		)	(2,502		)
Special charges - asset disposals	(7		)	4,623
Other, net	1,003			724
Changes in operating assets and liabilities:
Accounts receivable	(34,798		)	(25,866		)
Inventories	(13,372		)	(2,039		)
Other assets	1,812			(21,717		)
Accounts payable	2,044			(6,930		)
Other liabilities	28,070			78,920
Cash provided by operating activities	$	220,469		$	220,217

The accompanying notes are an integral part of the consolidated financial information.

6

ECOLAB INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(Continued)

	Six Months Ended June 30
(amounts in thousands)	2003			2002
	(unaudited)
INVESTING ACTIVITIES
Capital expenditures	$	(97,604	)	$	(98,493	)
Property disposals	3,849			6,176
Capitalized software expenditures	(1,725		)	(1,551		)
Businesses acquired and investments in affiliates	(27,893		)	(22,269		)
Sale of businesses and assets	7,334			—
Cash used for investing activities	(116,039		)	(116,137		)
FINANCING ACTIVITIES
Net repayments of notes payable	(62,719		)	(338,578		)
Long-term debt borrowings	16			257,586
Long-term debt repayments	(9,964		)	(407		)
Reacquired shares	(129,532		)	(2,112		)
Cash dividends on common stock	(37,740		)	(34,662		)
Exercise of employee stock options	114,454			24,049
Other, net	(80		)	(1,404		)
Cash used for financing activities	(125,565		)	(95,528		)
Effect of exchange rate changes on cash	2,502			447
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(18,633		)	8,999
Cash and cash equivalents, beginning of period	49,205			41,793
Cash and cash equivalents, end of period	$	30,572		$	50,792

The accompanying notes are an integral part of the consolidated financial information.

7

ECOLAB INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.             Consolidated Financial Statements

The unaudited consolidated financial statements as of June 30, 2003 and for the three and six-month periods ended June 30, 2003 and 2002, reflect, in the opinion of management, all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows of Ecolab Inc. (“the company”) for the interim periods presented. The financial results for any interim period are not necessarily indicative of results for the full year. The consolidated balance sheet data as of December 31, 2002 were derived from the audited consolidated financial statements, but do not include all disclosures required by accounting principles generally accepted in the United States of America.  The unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto incorporated in the company’s Annual Report on Form 10-K for the year ended December 31, 2002. 

With respect to the unaudited financial information of the company as of June 30, 2003 and for the three and six-month periods ended June 30, 2003 and 2002, included in this Form 10-Q, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards, which do not require an audit, for a review of such information. Therefore, their separate report dated July 22, 2003 appearing herein, states that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied.  PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 (the “Act”) for their report on the unaudited financial information because that report is not a report or a part of a registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act.

The Consolidated Balance Sheet as of December 31, 2002 includes a reclassification of  $12,522,000 of accumulated amortization to a long lived asset that was previously classified as an other current liability to be consistent with the current period presentation.

On June 6, 2003, the company paid a two-for-one common stock split in the form of a 100 percent stock dividend to shareholders of record on May 23, 2003 which resulted in a transfer of $154,737,694 from paid in capital to common stock.  Weighted average shares outstanding and earnings per share data for all periods presented have been adjusted to reflect the stock split.

2.             Stock-Based Compensation

The company measures compensation cost for its stock incentive and option plans using the intrinsic value-based method of accounting.

Had the company used the fair value-based method of accounting to measure compensation expense for its stock incentive and option plans and charged compensation cost against income over the vesting periods, based on the fair value of options at the date of grant, net income and the related basic and diluted per common share amounts for the three and six-month periods ended June 30, 2003 and 2002 would have been reduced to the pro forma amounts in the following table.

Earnings per share data for all periods presented have been adjusted to reflect the stock split described in Note 1.

8

ECOLAB INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

2.             Stock-Based Compensation (continued)

	Second Quarter Ended June 30						Six Months Ended June 30
	2003			2002			2003			2002
	(unaudited)						(unaudited)
Net income, as reported	$	67,155		$	51,661		$	122,473		$	86,582
Add:  Stock-based employee compensation expense included in reported net income, net of tax	427			525			713			1,013
Deduct:  Total stock-based employee compensation expense under fair value-based method, net of tax	(4,699		)	(3,889		)	(9,233		)	(7,741		)
Pro forma net income	$	62,883		$	48,297		$	113,953		$	79,854
Basic net income per common share
As reported	$	0.26		$	0.20		$	0.47		$	0.34
Pro forma	0.24			0.19			0.44			0.31
Diluted net income per common share
As reported	0.25			0.20			0.46			0.33
Pro forma	$	0.24		$	0.18		$	0.43		$	0.31

3.             Selected Balance Sheet Information

(amounts in thousands)	June 30 2003			December 31 2002
	(unaudited)
Inventories
Finished goods	$	158,051		$	136,721
Raw materials and parts	170,771			156,628
Excess of fifo cost over lifo cost	(2,836		)	(1,843		)
Total	$	325,986		$	291,506
Other intangible assets, net
Customer relationships	$	151,480		$	120,324
Intellectual property	74,564			71,104
Trademarks	50,458			50,308
Other intangibles	16,489			13,502
Total	292,991			255,238
Accumulated amortization	(82,456		)	(66,568		)
Other intangible assets, net	$	210,535		$	188,670

9

ECOLAB INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

3.             Selected Balance Sheet Information (continued)

	June 30 2003			December 31 2002
	(unaudited)
Shareholders’ equity
Common stock	$	309,569		$	151,950
Additional paid-in capital	354,661			386,208
Retained earnings	1,244,330			1,159,663
Deferred compensation, net	(788		)	(1,710		)
Accumulated other comprehensive loss	(5,607		)	(76,108		)
Treasury stock	(649,814		)	(520,252		)
Total	$	1,252,351		$	1,099,751

Accumulated other comprehensive loss as of June 30, 2003 consists of $3,353,000 of net unrealized losses primarily on financial instruments and $2,254,000 of cumulative translation losses.  Accumulated other comprehensive loss as of December 31, 2002 consists of $1,571,000 of net unrealized losses primarily on financial instruments and $74,537,000 of cumulative translation losses.

4.             Financial Instruments

In February 2002, the company issued euro 300 million of 5.375 percent Euronotes, due February 2007. The company designated a portion (approximately euro 250 million as of the end of the second quarter 2003) of this Euronote debt as a hedge of existing foreign currency exposures related to net investments the company has in certain European subsidiaries.  Accordingly, the transaction gains and losses on the portion of the Euronotes that are designated and are effective as hedges of the company’s net investments have been included as a component of the cumulative translation account.  Total transaction losses related to the Euronotes charged to shareholders’ equity were approximately $26.9 million and $44.0 million for the second quarter and first six months of 2003, respectively.

In June 2003, the company established a $200 million European commercial paper program to provide a source of funding for European and other international acquisitions and working capital requirements.  The program is in addition to the company’s $450 million U.S. and $200 million Australian dollar programs.  All three programs are rated A-1 by Standard & Poor’s and P-1 by Moody’s and are supported by the company’s $275 million multi-year committed credit facility (terminating December 2005) and $175 million 364-day committed credit facility (terminating October 2003).

10

ECOLAB INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

5.             Comprehensive Income

Comprehensive income was as follows:

	Second Quarter Ended June 30						Six Months Ended June 30
(amounts in thousands)	2003			2002			2003			2002
	(unaudited )						(unaudited)
Net income	$	67,155		$	51,661		$	122,473		$	86,582
Foreign currency translation	37,996			23,012			72,283			148
Derivative instruments	(760		)	(778		)	(1,782		)	1,672
Comprehensive income	$	104,391		$	73,895		$	192,974		$	88,402

6.             Special Charges

In the first quarter of 2002, management approved plans to undertake restructuring and cost saving actions during 2002, including costs related to the integration of the company’s European operations.  These actions included global workforce reductions, facility closings, and product line discontinuations.  A portion of these actions were completed during the three and six-month periods ended June, 30, 2002 and as a result, the company recorded restructuring expense of $12,125,000 ($7,589,000 after tax), for the second quarter of 2002 and restructuring expense of $35,116,000 ($21,878,000 after tax), for the first six months of 2002.  This includes $9,458,000 for employee termination benefits, $1,624,000 for asset disposals and $1,043,000 for other charges in the second quarter of 2003.  For the six months ended June 30, 2003, this includes $27,580,000 for employee termination benefits, $4,623,000 for asset disposals and $2,913,000 for other charges.  The company also incurred merger integration costs of $1,601,000 ($1,087,000 after tax) and $1,881,000 ($1,272,000 after tax) in the second quarter and the first six months of 2002, respectively, related to European and other operations.  Restructuring and merger integration costs have been included as “special charges” on the consolidated statement of income with a portion of restructuring expenses included as a component of “cost of sales”.  Amounts included as a component of “cost of sales” include asset disposals of $1,624,000 and manufacturing related severance of $284,000 for the second quarter of 2002.  For the first six months of 2002 asset disposals were $4,623,000 and manufacturing related severance was $2,469,000.

Also included in “special charges” on the consolidated statement of income for the first six months of 2002 is a one-time curtailment gain of $5,791,000 ($3,501,000 after tax) related to changes to postretirement healthcare benefits made in the first quarter of 2002.

Restructuring liabilities are classified as a component of other current liabilities.

11

ECOLAB INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

6.             Special Charges (continued)

Employee termination benefit expenses in the second quarter of 2002 included 212 personnel reductions through voluntary and involuntary terminations.  Total personnel reductions during the first six months of 2002 were 486 people, with the possibility that some of these people may be replaced .  Individuals were affected through facility closures and consolidation primarily within the corporate administrative, operations and research and development functions.

Asset disposals include inventory and property, plant, and equipment charges.  Inventory charges for the second quarter and first six months of 2002 were $987,000 and $1,944,000, respectively, and reflect the discontinuance of product lines which are not consistent with the company’s long-term strategies.  Property, plant and equipment charges during the second quarter and first six months of 2002 were $637,000 and $2,679,000, respectively, and reflect the downsizing and closure of production facilities as well as global changes to manufacturing and distribution operations in connection with the integration of European operations.

Other charges include lease termination costs and other miscellaneous exit costs.

The three and six month periods ended June 30, 2003 include the reversal of $147,000 and $389,000, respectively, of previously accrued severance cost.

The company continued to record restructuring and merger integration charges throughout 2002 and completed these activities by December 31, 2002.

For segment reporting purposes, each of these items have been included in the company’s corporate segment, which is consistent with the company’s internal management reporting.

12

ECOLAB INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

6.             Special Charges (continued)

Changes to the restructuring liability accounts during 2003 include the following:

(thousands)	Employee Termination Benefits			Asset Disposals			Other			Total
Expense and accrual in 2002	$	36,366		$	6,180		$	5,221		$	47,767
Cash payments in 2002	(16,033		)				(1,711		)	(17,744		)
Non-cash charges in 2002				(6,180		)				(6,180		)
Restructuring liability, December 31, 2002	$	20,333		$	0		$	3,510		$	23,843
Cash payments	(8,358		)				(713		)	(9,071		)
Revisions to prior estimates	(235		)	(7		)				(242		)
Non-cash charges				7						7
Effect of exchange rate changes	617						569			1,186
Restructuring liability, March 31, 2003	$	12,357		$	0		$	3,366		$	15,723
Cash payments	(4,343		)				(475		)	(4,818		)
Revisions to prior estimates	(147		)							(147		)
Effect of exchange rate changes	267						48			315
Restructuring liability June 30, 2003	$	8,134		$	0		$	2,939		$	11,073

13

ECOLAB INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

7.             Gain From Discontinued Operations

During the first quarter of 2002, the company resolved a legal issue related to the disposal of its Chemlawn business in 1992.  This resulted in the recognition of a gain from discontinued operations of $1,882,000 (net of income tax benefit of $1,079,000) or $0.01 per diluted share for the six months ended June 30, 2002.

8.             Business Acquisitions and Investments

In December 2002 (subsequent to the company’s International operation’s year-end), the company acquired the Adams Healthcare business of Medical Solutions plc.  Adams Healthcare is a leading supplier of hospital hygiene products in the United Kingdom with annual sales of approximately $19 million.  These operations have become part of the company’s International Cleaning & Sanitizing segment.

This acquisition has been accounted for as a purchase and, accordingly, the results of its operations have been included in the financial statements of the company from the date of acquisition.  Net sales and operating income of this business are not significant to the company’s consolidated results of operations, financial position and cash flows.

The total cash paid by the company for acquisitions and investments in affiliates during the first six months of 2003 was $27,893,000.  This included payments of restructuring costs related to Henkel-Ecolab and other acquisition costs that were accrued in 2002 and paid in 2003 related to businesses acquired in 2002.

Also in December 2002, the company sold its Darenas janitorial products distribution business based in Birmingham, UK to Bunzl plc in London, UK at a nominal loss.  The annualized sales of this entity were approximately $30 million.  These operations were part of the company’s International Cleaning & Sanitizing segment.

In June 2003 (subsequent to the company’s International operation’s quarter-end), the company sold its minority equity investment in Comac S.p.A., a floor care machine manufacturing company based in Verona, Italy to an investment group for a gain of approximately $11 million ($6 million after tax) which will be recorded in the company’s third quarter.  These operations were part of the company’s International Cleaning & Sanitizing segment.

14

ECOLAB INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

8.             Business Acquisitions and Investments (continued)

The changes in the carrying amount of goodwill for each of the company’s reportable segments for the quarter and six months ended June 30, 2003 were as follows:

(thousands)	United States								International Cleaning & Sanitizing			Consolidated
	Cleaning & Sanitizing		Other Services			Total
Balance as of December 31, 2002	$	121,979	$	49,306		$	171,285		$	524,415		$	695,700
Goodwill acquired during quarter	73		(377		)	(304		)	381			77
Foreign currency translation	—		—			—			38,894			38,894
Balance as of March 31, 2003	$	122,052	$	48,929		$	170,981		$	563,690		$	734,671
Goodwill acquired during quarter	119		—			119			(228		)	(109		)
Foreign currency translation	—		—			—			45,746			45,746
Balance as of June 30, 2003	$	122,171	$	48,929		$	171,100		$	609,208		$	780,308

Goodwill acquired in 2003 also includes adjustments to prior year acquisitions.  International Cleaning & Sanitizing goodwill acquired in 2003 includes goodwill acquired of $5.9 million in the first quarter primarily related to the Adams Healthcare acquisition and a reduction of $5.6 million in the first quarter and $0.2 million in the second quarter for an adjustment related to the Terminix acquisition completed in 2002.  These adjustments primarily related to a finalization of the pension valuation at the date of acquisition.  United States Other Services goodwill acquired in the first quarter of 2003 includes a reduction of $0.4 million for an adjustment related to the Audits International acquisition.

15

ECOLAB INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

9.             Income Per Common Share

The computations of the basic and diluted income from continuing operations per share amounts were as follows:

(amounts in thousands, except per share)	Second Quarter Ended June 30				Six Months Ended June 30
	2003		2002		2003		2002
	(unaudited)				(unaudited)
Income from continuing operations before cumulative effect of change in accounting	$	67,155	$	51,661	$	122,473	$	88,702
Weighted-average common shares outstanding
Basic	261,246		257,810		260,847		257,311
Effect of dilutive stock options and awards	3,307		3,415		3,389		3,607
Diluted	264,553		261,225		264,236		260,918
Income from continuing operations before change in accounting per common share
Basic	$	0.26	$	0.20	$	0.47	$	0.34
Diluted	$	0.25	$	0.20	$	0.46	$	0.34

Share and per share data for all periods presented above have been adjusted to reflect the stock split described in Note 1.

Restricted stock awards of approximately 203,000 and 202,000 shares were excluded from the company’s calculation of basic income per share amounts for the second quarter and six months ended June 30, 2003, respectively, and 389,000 and 386,000 shares were excluded for the second quarter and six months ended June 30, 2002, respectively, because such shares were not yet vested at those dates.

Stock options to purchase approximately 4.2 million and 4.4 million shares for the second quarter and six months ended June 30, 2002, respectively, were not dilutive and, therefore, were not included in the computations of diluted common shares outstanding.

16

ECOLAB INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

10.           Operating Segments

Financial information for each of the company’s reportable segments is as follows:

	Second Quarter Ended June 30					Six Months Ended June 30
(amounts in thousands)	2003		2002			2003		2002
	(unaudited)					(unaudited)
Net Sales
United States
Cleaning & Sanitizing	$	430,901	$	402,113		$	848,200	$	794,462
Other Services	82,963		78,824			156,292		149,314
Total	513,864		480,937			1,004,492		943,776
International Cleaning & Sanitizing	389,596		373,151			750,154		714,084
Effect of foreign currency translation	43,275		(14,858		)	67,941		(32,521		)
Consolidated	$	946,735	$	839,230		$	1,822,587	$	1,625,339
Operating Income
United States
Cleaning & Sanitizing	$	71,943	$	68,979		$	141,849	$	133,919
Other Services	6,785		9,224			10,432		14,486
Total	78,728		78,203			152,281		148,405
International Cleaning & Sanitizing	38,147		35,360			63,864		56,762
Corporate expense	106		(13,726		)	348		(31,206		)
Effect of foreign currency translation	4,384		(1,213		)	6,406		(2,414		)
Consolidated	$	121,365	$	98,624		$	222,899	$	171,547

The International Cleaning & Sanitizing amounts included above are based on translation into U.S. dollars at the fixed currency exchange rates used by management for 2003.

Corporate expense includes restructuring and integration charges (income) of approximately ($0.1) million and $13.7 million for second quarter 2003 and 2002, respectively and approximately ($0.3) million and $37.0 million for the six months ended June 30, 2003 and 2002, respectively.  Corporate expense for the first six months of 2002 also includes a curtailment gain of approximately $5.8 million due to benefit plan changes.  These items are described more fully in Note 6.

17

ECOLAB INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

11.           Goodwill and Other Intangible Assets

Effective January 1, 2002, the company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets.  This statement discontinued the amortization of goodwill and indefinite-lived intangible assets, subject to periodic impairment testing.  The company was required to test all existing goodwill for impairment as of January 1, 2002 on a reporting unit basis.  The company’s reporting units are its operating segments.  Under SFAS No. 142, the fair value approach was used to test goodwill for impairment.  This method differs from the company’s prior policy of using an undiscounted cash flows method for testing goodwill impairment.  An impairment charge is recognized for the amount, if any, by which the carrying amount of goodwill exceeds its implied fair value.  Fair values of reporting units were established using a discounted cash flow method.  Where available and as appropriate, comparative market multiples were used to corroborate the results of the discounted cash flow method.

The result of testing goodwill for impairment in accordance with SFAS No. 142 as of January 1, 2002, was a non-cash charge of $4.0 million ($0.02 per share), which is reported on the accompanying statement of income in the caption “Change in accounting for goodwill and other intangible assets.”  All of the impairment charge related to the Africa/Export reporting unit, which is part of the International Cleaning and Sanitizing segment.  The primary factor resulting in the impairment charge was the difficult economic environment in the region.  No impairment charge was appropriate under the company’s previous goodwill impairment policy, which was based on an undiscounted cash flow model.

Under SFAS No. 142, goodwill must be tested annually for impairment.  As of June 30, 2003, the company has completed its annual test for goodwill impairment.  Based on this testing, there is no additional impairment of goodwill.

Goodwill and other intangible assets arise principally from business acquisitions.  Goodwill represents the excess of the purchase price over the fair value of net assets acquired.  Other intangible assets include primarily customer relationships, trademarks, patents and other technology. Other intangible assets are amortized on a straight-line basis over their estimated economic lives that results in a weighted average useful life of 12 years as of June 30, 2003.

The straight-line method of amortization reflects an appropriate allocation of the cost of the intangible assets to earnings in proportion to the amount of economic benefits obtained by the company in each reporting period.  Total amortization expense related to other intangible assets during the second quarter ended June 30, 2003 and 2002 was approximately $4.4 million and $4.3 million, respectively.  Total amortization expense related to other intangible assets during the six months ended June 30, 2003 and 2002 was approximately $9.4 million and $8.5 million, respectively.  As of June 30, 2003, future estimated amortization expense related to amortizable other identifiable intangible assets will be (amounts in thousands):

18

ECOLAB INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

11.           Goodwill and Other Intangible Assets (continued)

Fiscal Year
Remainder 2003 (six-month period)	$	10,578
2004	20,516
2005	19,397
2006	19,077
2007	18,013
2008	17,001

12.           New Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”).  FIN 46 provides accounting requirements for business enterprises to consolidate related entities in which they are determined to be the primary beneficiary as a result of their variable economic interests. The interpretation provides guidance in judging multiple economic interests in an entity and in determining the primary beneficiary.  The interpretation outlines disclosure requirements for variable interest entities (“VIEs”) in existence prior to January 31, 2003, and provides consolidation requirements for VIEs created after January 31, 2003.  The company does not have any VIEs.

In April 2003, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.”  This statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.”  The company has reviewed the requirements of this standard and it has no impact on the company.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”.  This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity.  SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period after June 15, 2003.  The company does not have any financial instruments subject to SFAS No. 150 as of June 30, 2003.

19

REPORT OF INDEPENDENT AUDITORS

To the Shareholders and Directors

Ecolab Inc.

We have reviewed the accompanying consolidated balance sheet of Ecolab Inc. as of June 30, 2003, and the related consolidated statements of income for each of the three and six-month periods ended June 30, 2003 and 2002, and of cash flows for the six-month periods ended June 30, 2003 and 2002.  These financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants.  A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying consolidated interim financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet as of December 31, 2002, and the related consolidated statements of income, of comprehensive income and shareholders’ equity, and of cash flows for the year then ended (not presented herein); and in our report dated February 18, 2003, we expressed an unqualified opinion on those consolidated financial statements.  In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2002, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

	/s/ PricewaterhouseCoopers LLP
	PRICEWATERHOUSECOOPERS LLP
Minneapolis, Minnesota
July 22, 2003

20

ECOLAB INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 2.  Mangement’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis provides information that management believes is useful in understanding the company’s operating results, cash flows and financial condition.  The discussion should be read in conjunction with the consolidated financial statements and related notes included in this Form 10-Q.

The following discussion contains various “Forward-Looking Statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We refer readers to the company’s statement entitled “Forward-Looking Statements and Risk Factors” located at the end of Part I of this report.  Additional risk factors may be described from time to time in Ecolab’s filings with the Securities and Exchange Commission.

Results of Operations - Second Quarter and Six Months Ended June 30, 2003

On June 6, 2003, the company paid a two-for-one common stock split in the form of a 100 percent stock dividend to shareholders of record on May 23, 2003.  Weighted average shares outstanding and earnings per share data for all periods presented have been adjusted to reflect the stock split.

The comparability of the company’s results of operations between the second quarter and first six months of 2003 and 2002 have been impacted by the change in accounting for goodwill and other intangible assets from the adoption of SFAS No. 142 and a gain from discontinued operations as shown in the table below.

	Second Quarter Ended June 30				Six Months Ended June 30
(Diluted earnings per share)	2003		2002		2003		2002
	(unaudited )				(unaudited)
Income from continuing operations before change in accounting	$	0.25	$	0.20	$	0.46	$	0.34
Change in accounting for goodwill and other intangible assets	—		—		—		(0.02		)
Gain from discontinued operations	—		—		—		0.01
Net income	$	0.25	$	0.20	$	0.46	$	0.33

In addition, the comparison of the financial results for the first six months was also affected by a one-time gain from benefit plan changes of $3.5 million after tax in 2002.  During the second quarter and first six months of 2002, special charges related to restructuring activities and the integration of the European operations were incurred of $8.7 million after tax and $23.2 million after tax, respectively.

Consolidated net sales for the second quarter ended June 30, 2003 were $947 million, an increase of 13 percent over net sales of $839 million in the

21

ECOLAB INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations - Second Quarter and Six Months Ended June 30, 2003 (continued)

second quarter of last year.  For the first six months of 2003, net sales increased 12 percent to $1.823 billion from $1.625 billion in the comparable period of 2002.  Excluding acquisitions and divestitures, consolidated net sales increased 12 percent in the second quarter and 11 percent for the first six months of 2003.  Changes in currency translation positively impacted sales growth by approximately 7 percentage points for the second quarter and approximately 6 percentage points for the six months ended June 30, 2003. Sales also benefited from aggressive new account sales, successful new products and improved service initiatives.

For both the second quarter of 2003 and 2002, the gross profit margin was 50.7 percent of net sales.  For the six-month periods, the gross profit margins were 50.8 percent in 2003 and 50.2 percent in 2002.  The gross profit margin reflected certain restructuring charges included in cost of sales of $1.9 million and $7.1 million for the second quarter and first six months of 2002, respectively.  Excluding these restructuring charges, the gross profit margin would have been 51.0 percent for the second quarter and 50.6 percent for the six months ended June 30, 2002, respectively.  The decrease in the gross margin for the second quarter compared with adjusted 2002 gross margin is due to the increase in sales volume offset primarily by investments in dispensing equipment.  The year-to-date margin benefited from increased sales volume and cost reduction actions, partially offset by business mix and investments in dispensing equipment.

Selling, general and administrative expenses were 37.9 percent of consolidated net sales for the second quarter of 2003, an increase from 37.6 percent of net sales in the comparable quarter of last year.  For the six-month period, selling, general and administrative expenses also increased as a percentage of net sales to 38.6 percent in 2003 from 38.2 percent in 2002. This increase in the margin is primarily due to an increase in sales and service investments and higher payroll and health care costs.

In the first quarter of 2002, management approved plans to undertake  restructuring and cost-saving actions during 2002, including costs related to the integration of the company’s European operations. These actions included global workforce reductions, facility closings, and product line discontinuations.  As a result, the company recorded restructuring expenses and other special charges of $13.7 million in the second quarter of 2002 ($8.7 million after tax) and $37.0 million for the six months ended June 30, 2002 ($23.2 million after tax).  Offsetting these special charges for the six months ended June 30, 2002, is a one-time curtailment gain of $5.8 million ($3.5 million after tax), related to changes to post-retirement healthcare benefits made in the first quarter of 2002.  The expected cost savings related to restructuring activities began in 2002 and are expected to have a full impact in 2003.  For the second quarter of 2003 and 2002, restructuring savings were approximately $8.2 million and $4.2 million, respectively.  For the six months ended June 30, 2003 and 2002, restructuring savings were approximately $15.7 million and $5.3 million, respectively.  Some of these savings were reinvested in the business. The company expects annual pretax savings of $25 million to $30 million ($15 million to $18 million after tax) and the company expects to continue to reinvest some of these savings in the business.

22

ECOLAB INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations - Second Quarter and Six Months Ended June 30, 2003 (continued)

Net income totaled $67 million, for the second quarter of 2003 and $52 million for the comparable period of 2002.  On a per share basis, diluted net income per common share was $0.25 for the second quarter of 2003 and increased 25 percent over diluted net income per share of $0.20 in the second quarter of last year.  For the first six months of 2003, net income was $122 million as compared to net income of $87 million in the comparable period of last year.  Diluted net income per share increased 39 percent to $0.46 for the six months ended June 30, 2003 from $0.33 for the first six months of last year.  The increase in second quarter and year-to-date earnings includes several one-time items. In the second quarter of 2002, net income included restructuring charges of $8.7 million after tax.  In the first six months of 2002, net income included restructuring charges of $23.2 million after tax, a curtailment gain of $3.5 million after tax, a gain from discontinued operations of $1.9 million after tax and a SFAS No. 142 transitional impairment charge of $4.0 million after tax.  Currency translation benefited net income by approximately $3 million for the second quarter and $6 million for the first six months of 2003.  The comparison of net income also benefitted from a lower effective tax rate in 2003.

Sales of the company’s United States Cleaning & Sanitizing segment were $431 million, an increase of 7 percent compared with sales of $402 million in the second quarter of last year.  United States Cleaning & Sanitizing sales were $848 million for the first six months of 2003, up 7 percent over net sales of $794 million in the comparable period of last year.  Sales benefited from good growth in Institutional, Kay and Professional Products operations, which were partially offset by lower sales in Textile Care.  Sales of the company’s Institutional division increased 7 percent for both the second quarter and for the first six months of 2003.  This increase reflects Institutional’s continued efforts to generate new accounts, the successful introduction of new products and the benefits of improved service initiatives.  Institutional’s results included an increase in customer purchases in all market segments over the first quarter of 2003.  Kay’s U.S. operations reported sales growth of 14 percent for the second quarter and 13 percent for the six-month period. Kay’s sales increases reflect strong growth in its food retail services business as well as solid growth in sales to its core quickservice customers.  Textile Care sales decreased 10 percent for the second quarter and 8 percent for the first six months of 2003 due to strong competition within the industry.  Sales of Professional Products operations increased 20 percent for the second quarter and 18 percent for the six-month period with gains in the healthcare market offsetting the continuing phase-out of the specialty business.  Professional Products janitorial sales were also positively impacted in the second quarter and first six months of 2003 by a long-term supply agreement that began in December 2002. The company’s Food & Beverage operations reported a sales increase of 4 percent for the second quarter and 3 percent for the six-month period, primarily due to improved sales to the soft drink, meat, poultry and food markets.  Water Care Services sales decreased 1 percent for the second quarter and were flat for the six-month period.  Water Care Services had modest growth in the hospitality, cruise, institutional and laundry markets, which was offset by volume declines and delayed orders in the food & beverage accounts.  Vehicle Care sales increased 4 percent for the second

23

ECOLAB INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations - Second Quarter and Six Months Ended June 30, 2003 (continued)

quarter and 3 percent for the first six months of 2003.  The increase in sales continues to be driven by business with in-bay markets as well as the success of new product introductions.

Sales of the company’s United States Other Services segment totaled $83 million for the second quarter of 2003, an increase of 5 percent over net sales of $79 million in the second quarter of last year.  United States Other Services sales were $156 million for the first six months of 2003, an increase of 5 percent over net sales of $149 million in the comparable period of last year.  Pest Elimination sales increased 12 percent for both the second quarter and six-month period of 2003 with double-digit sales growth in contract services and strong growth in non-contract services. GCS Service sales decreased 5 percent for both the second quarter and first six months of 2003 as the division focused on building uniform service protocols, centralizing administration and converting branches to GCS’s standardized operating model by June 30, 2003.

Management rate sales for the company’s International Cleaning & Sanitizing segment were $390 million for the second quarter of 2003, an increase of 4 percent over sales of $373 million in the comparable quarter of last year. For the first six months of 2003, sales increased 5 percent to $750 million from $714 million during the comparable period last year.  Excluding the effects of acquisitions, sales increased 2 percent for the second quarter and 3 percent for the six-month period.  European sales increased 4 percent for the second quarter and 5 percent for the six months ended June 30, 2003. Sales in Europe, excluding acquisitions and divestitures, increased 1 percent for the second quarter and 2 percent for the first six months of 2003, primarily due to successful new product launches being partially offset by a weak European economy.  Sales in the Asia Pacific region increased 3 percent over both the comparable quarter and six-month period of last year.  Excluding acquisitions and the divestiture of the Hygiene Services business in Australia, sales increased 2 percent for the second quarter and 4 percent for the six-month period.  Northeast Asia had a double-digit sales increase while Japan and New Zealand also showed good sales growth for the quarter.  Latin America sales rose 5 percent for both the second quarter and the six-month period with sales increases in all countries except Venezuela, which saw reduced sales due to the difficult economic situation in that country.  Mexico, the Caribbean and Central America had especially strong sales growth for the quarter.  Excluding acquisitions, Latin America sales increased 4 percent for the second quarter and 5 percent for the six-month period.  Sales in Canada increased 6 percent for both the second quarter and for the first six months of 2003 due to a continued focus on obtaining new customers and selling additional solutions to existing customers.

Operating income of the company’s United States Cleaning & Sanitizing segment was $72 million for the second quarter of 2003, an increase of 4 percent over operating income of $69 million in the second quarter of last year.  For the first six months of 2003, operating income was $142 million, an increase of 6 percent over operating income of $134 million in the comparable period of last year.  The operating income margin for the U.S. Cleaning & Sanitizing segment decreased to 16.7 percent of sales from 17.2

24

ECOLAB INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations - Second Quarter and Six Months Ended June 30, 2003 (continued)

percent of net sales in the second quarter of last year and decreased to 16.7 percent of sales from 16.9 percent of net sales for the six-month period.  The decline in the operating income margin reflects investments in developing the sales force, business mix and higher raw material costs.

Second quarter 2003 operating income of United States Other Services was $7 million, a decrease of 26 percent from the second quarter of last year. For the six-month period, operating income was $10 million, a decrease of 28 percent from the comparable period last year.  The operating income margin for United States Other Services decreased to 8.2 percent from 11.7 percent from the second quarter of last year.  For the six-month period, the operating income margin was 6.7 percent, a decrease from 9.7 percent for the same period last year.  Pest Elimination had strong operating income growth while GCS results reflected an operating loss due to slower sales and continued infrastructure investment.

Operating income of International Cleaning & Sanitizing segment was $38 million for the second quarter of 2003 and increased 8 percent over operating income of $35 million in the second quarter of last year.  For the first six months of 2003, operating income was $64 million and increased 13 percent over operating income of $57 million in the comparable period of last year.  Excluding acquisitions and divestitures, operating income increased 7 percent over the comparable quarter of last year and 15 percent for the six-month period.  The operating income margin increased to 9.8 percent of net sales in the second quarter of 2003 from 9.5 percent in the comparable period of last year.  For the six-month period ended June 30, 2003, the operating income margin increased to 8.5 percent of net sales from 7.9 percent in the comparable period of last year.  Excluding acquisitions and divestitures, the operating income margin for International increased to 10.3 percent of net sales from 9.8 percent in the second quarter of last year and increased to 9.3 percent of net sales from 8.3 percent for the six-month period.  Good operating income growth and margin improvement in Europe, Asia Pacific and Canada during the second quarter and six months ended June 30, 2003 contributed to this increase.  With the exception of Venezuela, operating income was also strong in the Latin America region.  International operating income margin improvement was due to cost controls, favorable raw material prices and the divestiture of non-core businesses in Europe and Asia.

Corporate operating expense (income) was ($0.1) million for the second quarter of 2003 as compared to $13.7 million for the comparable quarter last year.  For the six-month period, corporate operating expense (income) was ($0.3) million as compared to $31.2 million for the comparable period last year.  Corporate operating expense in the second quarter and first six months of 2002 included restructuring and merger integration costs of $13.7 million and $37.0 million, respectively, which were partially offset by a curtailment gain of $5.8 million in the first quarter and first six months of 2002 related to benefit plan changes.

25

ECOLAB INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations - Second Quarter and Six Months Ended June 30, 2003 (continued)

Net interest expense totaled $11.8 million in the second quarter of 2003, a decrease of 2 percent from net interest expense of $12.0 million in the second quarter of 2002.  For the six-month period, net interest expense was $22.5 million for both 2003 and 2002.

The provision for income taxes for the first six months of 2003 reflected an effective income tax rate of 38.9 percent as compared to an effective income tax rate of 40.5 percent for 2002. Excluding the effects of restructuring and the curtailment gain, the effective income tax rate was 39.9 percent for the first six months of 2002. The reduction in the 2003 effective tax rate is primarily due to a lower overall international rate and improved international mix.

Financial Position and Liquidity

Total assets were $3.121 billion at June 30, 2003, an increase of 9 percent over total assets at year-end 2002.  This increase was largely due to the effects of changes in exchange rates as well as businesses acquired since year-end.

Total debt was $699 million at June 30, 2003, down slightly from total debt of $700 million at year-end 2002.  The ratio of total debt to capitalization was 36 percent at June 30, 2003, compared to 39 percent at December 31, 2002 due to an increase in shareholders’ equity.

In June 2003, the company established a $200 million European commercial paper program to provide a source of funding for European and other international acquisitions and working capital requirements.  The program is in addition to the company’s $450 million U.S. and $200 million Australian dollar programs.  All three programs are rated A-1 by Standard & Poor’s and P-1 by Moody’s and are supported by the Company’s $275 million multi-year committed credit facility (terminating December 2005) and a $175 million 364-day committed credit facility (terminating October 2003).

Cash provided by operating activities totaled $220 million, for the first six months of 2003 and 2002.  Operating cash flows for 2003 reflect significantly higher net income than in 2002 but this was offset by a much smaller increase in other liabilities.  In 2002, other liabilities included the accrual for restructuring activities which are being paid in 2003.

The company reacquired 4,280,300 shares of its common stock during the first six months of 2003 under its authorized share repurchase program including pursuant to a 10b-1 plan, plus 796,996 shares reacquired from employees related to the exercise of stock options and vesting of stock awards.  Shares were repurchased at a cost of approximately $129.5 million and are available for general corporate purposes including to offset the dilutive effect of shares issued for employee benefit plans.  Approximately 4.1 million shares remain available for repurchase under the company’s authorized program.

26

ECOLAB INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Financial Position and Liquidity (continued)

The company currently expects to fund all of the requirements which are reasonably foreseeable for the remainder of 2003, including new program investments, scheduled debt repayments, dividend payments, possible acquisitions, share repurchases and pension contributions from operating activities, cash reserves and short-term borrowings.

Subsequent Event

In June 2003 (subsequent to the company’s International Operation’s quarter-end), the company sold its minority equity investment in Comac S.p.A., a floor care machine manufacturing company based in Verona, Italy to an investment group for a gain of approximately $11 million ($6 million after tax) which will be recorded in the company’s third quarter.  These operations were part of the company’s International Cleaning & Sanitizing segment.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

The company uses primarily interest rate swaps and foreign currency forward contracts and foreign currency debt to manage risks generally associated with foreign exchange rate and interest rate volatility and net investments in its foreign operations.  To the extent applicable, all derivative instruments are designated and effective as hedges, in accordance with accounting principles generally accepted in the United States of America.  The company does not hold derivative financial instruments of a speculative nature.  For a more detailed discussion of derivative instruments, refer to the notes to consolidated financial statements in the company’s Annual Report on Form 10-K for the year ended December 31, 2002.

Item 4.  Controls and Procedures

a.As of the end of the period covered by this report, the company carried out an evaluation, under the supervision and with the participation of the company’s management, including the Chairman of the Board and Chief Executive Officer and the Senior Vice President and Chief Financial Officer, of the effectiveness of the design and operation of the company’s disclosure controls and procedures.  Based upon that evaluation, the company’s Chairman of the Board and Chief Executive Officer and the Senior Vice President and Chief Financial Officer concluded that the company’s disclosure controls and procedures are effective, among other things, in timely alerting them to material information relating to the company (including its consolidated subsidiaries) required to be included in the company’s reports filed under the Securities Exchange Act of 1934, as amended.

b.There were no changes in the company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting that occurred during the fiscal quarter covered by this quarterly report.

27

ECOLAB INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements and Risk Factors

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements.  In this report on Form 10-Q, management discusses expectations regarding future performance of the company which include anticipated restructuring savings, investments in the business, favorable liquidity, and similar business and financial matters.  Without limiting the foregoing, words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “we believe,” “estimate,” “project” (including the negative or variations thereof) or similar terminology, generally identify forward-looking statements.  Additionally, the company may refer to this section of the Form 10-Q to identify risk factors related to other forward looking statements made in oral presentations including telephone conferences and/or webcasts open to the public.

Forward-looking statements represent challenging goals for the company. As such, they are based on certain assumptions and estimates and are subject to certain risks and uncertainties.  The company cautions that undo reliance should not be placed on such forward-looking statements, which speak only as of the date made.  In order to comply with the terms of the safe harbor, the company hereby identifies important factors, which could affect the company’s financial performance and could cause the company’s actual results for future periods to differ materially from the anticipated results or other expectations expressed in the forward-looking statements. These factors should be considered, together with any similar risk factors or other cautionary language, which may be made in the section of this report containing the forward-looking statement.

Risks and uncertainties that may affect operating results and business performance include: the vitality of the foodservice, hospitality and travel industries; restraints on pricing flexibility due to competitive factors and customer and vendor consolidations; changes in oil or raw material prices or unavailability of adequate and reasonably priced raw materials; the occurrence of capacity constraints or the loss of a key supplier; the effect of future acquisitions or divestitures or other corporate transactions; the company’s ability to achieve plans for past acquisitions; the costs and effects of complying with (i) laws and regulations relating to the environment and to the manufacture, storage, distribution, efficacy and labeling of the company’s products and (ii) changes in tax, fiscal, governmental and other regulatory policies; economic factors such as the worldwide economy, interest rates and currency movements, including, in particular, the company’s exposure to foreign currency risk; the occurrence of (a) litigation or claims, (b) the loss or insolvency of a major customer or distributor, (c) war, (d) natural or manmade disasters (including material acts of terrorism or other hostilities which impact the company’s markets) and, (e) severe weather conditions or public health epidemics affecting the foodservice, hospitality, and travel industries; loss of, or changes in, executive management; the company’s ability to continue product introductions and technological innovations; and other uncertainties or risks reported from time-to-time in the company’s reports to the Securities and Exchange Commission.  In addition, the company notes that its stock price can be affected by fluctuations in quarterly earnings. There can be no assurances that company’s earnings levels will meet investors’ expectations.

28

PART II.  OTHER INFORMATION

Item 4.Submission of Matters to a Vote of Security Holders.

The company’s Annual Meeting of Stockholders was held on May 9, 2003.  At the meeting, 91.1% of the outstanding shares of the company’s voting stock were represented in person or by proxy. The first proposal voted upon was the election of four Class II Directors for a term ending at the annual meeting in 2006.  The four persons nominated by the Company’s Board of Directors received the following votes and were elected:

Name	For	Withheld
Leslie S. Biller	115,408,850	3,394,312
Jerry A. Grundhofer	115,386,525	3,416,637
Jochen Krautter	117,123,192	1,679,970
Allan L. Schuman	115,929,877	2,873,285

In addition, the terms of office of the following directors continued after the meeting:  Class III Directors for a term ending in 2004 - William L. Jews; Joel W. Johnson and Ulrich Lehner; Class I Directors for a term ending in 2005 - Stefan Hamelmann, James J. Howard, Jerry W. Levin and Robert L. Lumpkins.

The second proposal voted upon was to amend Ecolab’s Restated Certificate of Incorporation to increase the authorized Common Stock.  The proposal received the following votes and was adopted:

For	Against	Withheld	Broker Non-Votes
112,275,933	5,612,111	915,118	0

The third proposal voted upon was the ratification of the appointment of PricewaterhouseCoopers LLP as the company’s independent accountants for the year ending December 31, 2003.

The proposal received the following votes and was ratified:

For	Against	Withheld	Broker Non-Votes
115,403,806	2,576,846	822,510	0

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Item 6.	Exhibits and Reports on Form 8-K.
	(a)   The following documents are filed as exhibits to this report:
	(10)A. Documents comprising global Commercial Paper Programs.
		(i)	U.S. $200,000,000 Euro-Commercial Paper Programme
			(a)	Dealer Agreement dated as of 10 June 2003 among the Company, Credit Suisse First Boston (Europe) Limited as Arranger, and Citibank International plc and Credit Suisse First Boston (Europe) Limited as Dealers.
			(b)	Note Agency Agreement dated as of 10 June 2003 between the Company and Citibank, N.A. as Issue and Paying Agent.
			(c)	Deed of Covenant made as of 10 June 2003 by the Company.
		(ii)	U.S. $450,000,000 U.S. Commercial Paper Program
			(a)	Form of Commercial Paper Dealer Agreement for 4 (2) Program.  Agreements have been executed with Salomon Smith Barney, Inc. and Banc One Capital Markets, Inc.
			(b)	Issuing and Paying Agency Agreement dated as of July 10, 2000 between the Company and Bank One, National Association as Issuing and Paying Agent.
		(iii)	A $200,000,000 Australian Commercial Paper and Medium Term Note Programme
			(a)	Dealer Agreement dated as of 10 July 1998 among Ecolab Finance Pty Limited as Issuer, Citisecurities Limited as Arranger, and the Dealers Parties thereto.
			(b)	Guarantee and Negative Pledge made by the Company on 10 July 1998.
			(c)	Issuing and Paying Agency Agreement dated as of 10 July 1998 between Ecolab Finance Pty Limited as Issuer and Perpetual Trustee Company Limited as Agent.
			(d)	MTN Program Master Note dated as of 10 July 1998 by Ecolab Finance Pty Limited.
			(e)	Registry Services Deed dated as of 10 July 1998 between Ecolab Finance Pty Limited as Issuer and Perpetual Trustee Company as Registrar.
	B.	Ecolab Mirror Pension Plan, as amended and restated effective as of January 1, 2003.
		(15)         Letter regarding unaudited interim financial information.

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	(31)         Rule 15d-14(a) Certifications.
	(32)         Section 1350 Certifications.
(b)	Reports on Form 8-K:
	During the quarter ended June 30, 2003 the Company furnished a Current Report dated April 22, 2003 to the SEC under Items 9 and 12 of Form 8-K to disseminate earnings for the first quarter ended March 31, 2003.  A Current Report dated May 9, 2003 was filed with the SEC under Item 5 of Form 8-K to report declaration by the Company’s Board of Directors of a two-for-one stock split paid June 6, 2003, in the form of a 100 percent stock dividend to shareholders of record at the close of business on May 23, 2003.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

		ECOLAB INC.
Date:   August 11, 2003	By:	/s/ Daniel J. Schmechel
		Daniel J. Schmechel
		Vice President and Controller
		(duly authorized Officer and Chief Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Document				Method of Filing
(10)	A.    Documents comprising global Commercial Paper Programs.
	(i)	U.S. $200,000,000 Euro-Commercial Paper Programme
	(a)			Dealer Agreement dated as of 10 June 2003 among the Company, Credit Suisse First Boston (Europe) Limited as Arranger, and Citibank International plc and Credit Suisse First Boston (Europe) Limited as Dealers.	Filed herewith electronically
	(b)			Note Agency Agreement dated as of 10 June 2003 between the Company and Citibank, N.A. as Issue and Paying Agent.	Filed herewith electronically
	(c)			Deed of Covenant made as of 10 June 2003 by the Company.	Filed herewith electronically
	(ii)	U.S. $450,000,000 U.S. Commercial Paper Program
	(a)		Form of Commercial Paper Dealer Agreement for 4(2) Program. Agreements have been executed with Salomon Smith Barney, Inc. and Banc One Capital Markets, Inc.		Filed herewith electronically
	(b)		Issuing and Paying Agency Agreement dated as of July 10, 2000 between the Company and Bank One, National Association as Issuing and Paying Agent.		Filed herewith electronically
	(iii)	A $200,000,000 Australian Commercial Paper and Medium Term Note Programme
	(a)		Dealer Agreement dated as of 10 July 1998 among Ecolab Finance Pty Limited as Issuer, Citisecurities Limited as Arranger, and the Dealers Parties thereto.		Filed herewith electronically

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	(b)	Guarantee and Negative Pledge made by the Company on 10 July 1998.	Filed herewith
			electronically
	(c)	Issuing and Paying Agency Agreement dated as of 10 July 1998 between Ecolab Finance Pty Limited as Issuer and Perpetual Trustee Company as Limited Agent.	Filed herewith electronically
	(d)	MTN Program Master Note dated as of 10 July 1998 by Ecolab Finance Pty Limited.	Filed herewith electronically
	(e)	Registry Services Deed dated as of 10 July 1998 between Ecolab Finance Pty Limited as Issuer and Perpetual Trustee Company as Registrar.	Filed herewith electronically
	B.    Ecolab Mirror Pension Plan, as amended and restated effective as of January 1, 2003.		Filed herewith electronically
(15)	Letter regarding unaudited interim financial information.		Filed herewith  electronically
(31)	Rule 15d-14(a) Certifications.		Filed herewith electronically
(32)	Section 1350 Certifications.		Furnished herewith electronically

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EX-10.A(I)A

Exhibit 10.A(i)a

	LIMITED LIABILITY PARTNERSHIP
	EXECUTION COPY

10 June 2003

ECOLAB INC.

(incorporated under the laws of the State of Delaware)

as Issuer

CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED

as Arranger

- and -

CITIBANK INTERNATIONAL plc

CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED

as Dealers

DEALER AGREEMENT

relating to a U.S.$200,000,000

EURO-COMMERCIAL PAPER PROGRAMME

CONTENTS

Clause

1.	Interpretation
2.	Issue
3.	Representations And Warranties
4.	Covenants And Agreements
5.	Conditions Precedent
6.	Termination And Appointment
7.	Notices
8.	Third Party Rights
9.	Law And Jurisdiction
10.	Counterparts
SCHEDULE 1		CONDITION PRECEDENT DOCUMENTS
SCHEDULE 2		SELLING RESTRICTIONS
SCHEDULE 3		PROGRAMME SUMMARY
SCHEDULE 4		INCREASE OF MAXIMUM AMOUNT
SCHEDULE 5		APPOINTMENT OF NEW DEALER
SCHEDULE 6		FORM OF CALCULATION AGENCY AGREEMENT

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THIS AGREEMENT is made on 10 June 2003

BETWEEN

(1)ECOLAB INC. (the “Issuer”);

(2)CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED (the “Arranger”); and

(3)CITIBANK INTERNATIONAL plc and CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED as dealers for the Notes to be issued under the Programme (each a “Dealer”).

IT IS AGREED as follows:

1.INTERPRETATION

1.1Definitions

In this Agreement:

“Agency Agreement” means the note agency agreement, dated the date hereof, between the Issuer and the Issue and Paying Agent, providing for the issue of and payment on the Notes, as such agreement may be amended or supplemented from time to time;

“Agreements” means this Agreement (as amended or supplemented from time to time), any agreement reached pursuant to Clause 2.1, the Deed of Covenant and the Agency Agreement;

“Dealer(s)” means the institution or institutions specified as a Dealer in the Programme Summary together with any additional institution or institutions appointed pursuant to Clause 6.2 but excluding any institution or institutions whose appointment has been terminated pursuant to Clause 6.1;

“Deed of Covenant” means the deed of covenant, dated the date hereof, executed by the Issuer in respect of Global Notes issued pursuant to the Agency Agreement, as such deed may be amended or supplemented from time to time;

“Definitive Note” means a security printed Note in definitive bearer form;

“Disclosure Documents” means, at any particular date, (a) the Information Memorandum, (b) the most recently published audited consolidated financial statements of the Issuer, any subsequent quarterly unaudited financial statements of the Issuer and any other financial statements of the Issuer on Form 8-K, that in each case are filed with the United States Securities and Exchange Commission (the “SEC”) and (c) any other document delivered by the Issuer to the Dealer(s) which the Issuer has expressly authorised to be distributed to actual or potential purchasers of Notes;

“Dollars” and “U.S.$” denote the lawful currency of the United States of America; and “Dollar Note” means a Note denominated in Dollars;

“Dollar Equivalent” means, on any day:

(a)in relation to any Dollar Note, the nominal amount of such Note; and

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(b)in relation to any Note denominated or to be denominated in any other currency, the amount in Dollars which would be required to purchase the nominal amount of such Note as expressed in such other currency at the spot rate of exchange for the purchase of such other currency with Dollars quoted by the Issue and Paying Agent at or about 11.00 a.m. (London time) on such day;

“Euro”, “euro”, “EUR” or “€” means the lawful currency of member states of the European Union that adopt the single currency introduced in accordance with the Treaty; and “Euro Note” means a Note denominated in Euro;

“FSMA” means the Financial Services and Markets Act 2000;

“Global Note” means a Note in global bearer form, representing an issue of promissory notes of a like maturity which may be issued by the Issuer from time to time pursuant to the Agency Agreement;

“Index Linked Note” means a Note, the redemption or coupon amount of which is not fixed at the time of issue, but which is to be calculated in accordance with such formula or other arrangement as is agreed between the Issuer and the relevant Dealer at the time of reaching agreement under Clause 2.1;

“Information Memorandum” means the most recent information memorandum, as the same may be amended or supplemented from time to time, containing information about the Issuer and the Programme, the text of which has been prepared by or on behalf of the Issuer for use by the Dealer(s) in connection with the transactions contemplated by this Agreement;

“Issue and Paying Agent” means Citibank, N.A. and any successor issue and paying agent appointed in accordance with the Agency Agreement;

“Japanese Yen” and “¥” denote the lawful currency of Japan, and “Yen Note” means a Note denominated in Japanese Yen;

“Loss” means any liability, damages, cost, loss or expense (including, without limitation, legal fees, costs and expenses and any value added tax thereon);

“Note” means a commercial paper note of the Issuer purchased or to be purchased by a Dealer under this Agreement, in bearer global or definitive form, substantially in the relevant form scheduled to the Agency Agreement or such other form(s) as may be agreed from time to time between the Issuer and the Issue and Paying Agent and, unless the context otherwise requires, includes the commercial paper notes represented by the Global Notes;

“Programme” means the Euro-commercial paper programme established by this Agreement;

“Programme Summary” means the summary of the particulars of the Programme as set out in Schedule 3, as such summary may be amended or superseded from time to time;

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“Related Party” means, in respect of any person, any affiliate of that person or any officer, director, employee or agent of that person or any such affiliate or any person by whom any of them is controlled for the purposes of the Securities Act;

“relevant jurisdiction” means any one or more of the United Kingdom, the jurisdiction of incorporation of the Issuer and any jurisdiction from or through which any payment under or in respect of any Note or any Agreement may be made;

“Securities Act” means the United States Securities Act of 1933, as amended;

“Sterling” and “£” denote the lawful currency of the United Kingdom; and “Sterling Note” means a Note denominated in Sterling;

“Subsidiary” means, in respect of any person (the “first person”) at any particular time, any other person (the “second person”):

(a)Control: whose affairs and policies the first person controls or has the power to control, whether by ownership of share capital, contract, the power to appoint or remove a majority of the members of the governing body of the second person or otherwise; or

(b)Consolidation:  whose financial statements are, in accordance with applicable law and generally accepted accounting principles, consolidated with those of the first person;

“Swiss Franc” and “CHF” denote the lawful currency of Switzerland; and “Swiss Franc Note” means a Note denominated in Swiss Francs; and

“Treaty” means the Treaty establishing the European Community, as amended.

1.2Programme Summary

Terms not expressly defined herein shall have the meanings set out in the Programme Summary.

1.3Legislation

Any reference in this Agreement to any legislation (whether primary legislation or regulations or other subsidiary legislation made pursuant to primary legislation) shall be construed as a reference to such legislation as the same may have been, or may from time to time be, amended or re-enacted.

1.4Clauses and Schedules

Any reference in this Agreement to a Clause, sub-clause or a Schedule is, unless otherwise stated, to a clause or sub-clause hereof or a schedule hereto.

1.5Headings

Headings and sub-headings are for ease of reference only and shall not affect the construction of this Agreement.

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2.ISSUE

2.1Basis of agreements to issue; uncommitted facility

Subject to the terms hereof, the Issuer may issue Notes to the Dealer(s) from time to time at such prices and upon such terms as the Issuer and the relevant Dealer may agree, provided that the Issuer has, and shall have, no obligation to issue Notes to the Dealer(s), except as agreed, and each Dealer has, and shall have, no obligation to subscribe Notes from the Issuer, except as agreed.  The Issuer acknowledges that the Dealer(s) may resell Notes subscribed by such Dealer(s).  The tenor of each Note shall not be less than the Minimum Term nor greater than the Maximum Term specified in the Programme Summary, calculated from the date of issue of such Note to the maturity date thereof.  Definitive Notes (if any) shall be issued in the Denomination(s) specified in the Programme Summary.  Each issue of Notes having the same issue date, maturity date, currency of denomination, yield and redemption basis will be represented by a Global Note or by Definitive Notes having the aggregate nominal amount of such issue as may be agreed between the Issuer and the relevant Dealer.

2.2Procedures

If the Issuer and any Dealer shall agree on the terms of the subscription of any Note by such Dealer (including agreement with respect to the issue date, maturity date, currency, denomination, yield, redemption basis, aggregate nominal amount and purchase price), then:

2.2.1Instruction to Issue and Paying Agent:  the Issuer shall instruct the Issue and Paying Agent to issue such Note and deliver it in accordance with the terms of the Agency Agreement;

2.2.2Payment of purchase price:  the relevant Dealer shall subscribe such Note on the date of issue:

(a)Dollar Note:  in the case of a Dollar Note, by transfer of funds settled through the New York Clearing House Interbank Payments System (or such other same-day value funds as at the time shall be customary for the settlement in New York City of international banking transactions denominated in Dollars) to such account of the Issue and Paying Agent in New York City denominated in Dollars as the Issue and Paying Agent shall have specified for this purpose; or

(b)Euro Note:  in the case of a Euro Note, by transfer of funds settled through the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System to such account of the Issue and Paying Agent outside the United Kingdom denominated in Euro as the Issue and Paying Agent shall have specified for this purpose; or

(c)Other Notes:  in all other cases, by transfer of freely transferable same-day funds in the relevant currency to such account of the Issue and Paying Agent at such bank in the principal domestic financial centre for such currency as the Issue and Paying Agent shall have specified for this purpose,

6

or, in each case, by such other form of transfer as may be agreed between the relevant Dealer and the Issuer; and

2.2.3Delivery Instructions:  the relevant Dealer shall notify the Issue and Paying Agent and the Issuer of the payment and delivery instructions applicable to such Note or Notes by telephone, fax or telex, such notification to be received in sufficient time and in any event no later than (i) 12 noon (London time) on the proposed issue date (in the case of Sterling Definitive Notes); (ii) 12 noon (Paris time) on the proposed issue date in the case of Notes to be cleared through Euroclear France; or (iii) in any other case, 10.00 a.m. (London time) one Business Day prior to the proposed issue date (or such later time or date as may be agreed between the Issue and Paying Agent and the relevant Dealer) to enable the Issue and Paying Agent to deliver such Note or Notes as contemplated in the Agency Agreement (or, in the case of Sterling Definitive Notes, make the same available for collection) on its issue date.

2.3Failure of agreed issuance

If for any reason (including, without limitation, the failure of the relevant trade) a Note agreed to be purchased pursuant to Clause 2.1 is not to be issued, each of the Issuer and the relevant Dealer shall immediately notify the Issue and Paying Agent thereof.

2.4Issuance currencies

The parties acknowledge that Notes issued under the Programme may be denominated in Dollars, euro, Japanese Yen, Sterling, Swiss Francs, or, subject as provided below, in any other currency.  Any agreement reached pursuant to Clause 2.1 to sell and purchase a Note denominated in a currency other than Dollars, euro, Japanese Yen, Sterling, Swiss Francs shall be conditional upon:

2.4.1Compliance:  it being lawful and in compliance with all requirements of any relevant central bank and any other relevant fiscal, monetary, regulatory or other authority, for deposits to be made in such currency and for such Note to be issued, offered for sale, sold and delivered;

2.4.2Convertibility:  such other currency being freely transferable and freely convertible into Dollars; and

2.4.3Amendments:  any appropriate amendments which the relevant Dealer, the Issuer or the Issue and Paying Agent shall require having been made to this Agreement and/or the Agency Agreement.

2.5Increase of Maximum Amount

The Issuer may increase the Maximum Amount by giving at least ten days’ notice by letter, substantially in the form set out in Schedule 4, to each of the Dealer(s) and the Issue and Paying Agent.  Such increase will not take effect until the Dealer(s) have received from the Issuer the documents listed in such letter or in Schedule 1 (if required by the Dealer(s)), in each case in form and substance acceptable to each Dealer.

2.6Calculation Agent

If Index Linked Notes are to be issued, the Issuer will appoint either the relevant Dealer or the Issue and Paying Agent (subject to the consent of the relevant Dealer or the Issue

7

and Paying Agent, as the case may be, thereto) or some other person (subject to the consent of the relevant Dealer and the Issue and Paying Agent to such person’s appointment) to be the calculation agent in respect of such Index Linked Notes and the following provisions shall apply:

2.6.1Dealer:  if a Dealer is to be the calculation agent, its appointment as such shall be on the terms of the form of agreement set out in Schedule 6, and each Dealer will be deemed to have entered into an agreement in such form for a particular calculation if it is named as calculation agent in the redemption calculation attached to or endorsed on the relevant Note;

2.6.2Issue and Paying Agent:  if the Issue and Paying Agent is to be the calculation agent, its appointment as such shall be on the terms set out in the Agency Agreement; and

2.6.3Other Calculation Agent:  if the person nominated by a Dealer or by the Issue and Paying Agent as calculation agent is not a Dealer, that person shall execute (if it has not already done so) an agreement substantially in the form of the agreement set out in Schedule 6 and the appointment of that person shall be on the terms of that agreement.

3.REPRESENTATIONS AND WARRANTIES

3.1Representations and warranties

The Issuer represents and warrants to each Dealer at the date of this Agreement, each date upon which the Maximum Amount is increased, each date upon which an agreement for the sale of Notes is made and each date upon which Notes are, or are to be, issued that:

3.1.1Authorisation; valid, binding and enforceable:  each of:

(a)the establishment of the Programme and the execution, delivery and performance by the Issuer of the Agreements and the Notes;

(b)the entering into and performance by the Issuer of any agreement for the sale of Notes reached pursuant to Clause 2.1; and

(c)the issue and sale of the Notes by the Issuer under the Agreements,

has been duly authorised by all necessary action and the same constitute or, in the case of Notes, will, when issued in accordance with the Agency Agreement, constitute, valid and binding obligations of the Issuer enforceable against it in accordance with their respective terms (subject, as to enforceability, to bankruptcy, insolvency, reorganisation and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity);

3.1.2Status:  the obligations of the Issuer under each of the Agreements and the Notes will rank (other than in the case of obligations preferred by mandatory provisions of law) at least pari passu with all other present and future unsecured and unsubordinated indebtedness of, or guaranteed by, the Issuer;

8

3.1.3Incorporation, capacity: the Issuer is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and:

(a)the establishment of the Programme, the execution, delivery and performance by the Issuer of the Agreements and the Notes;

(b)the entering into and performance by the Issuer of any agreement for the sale of Notes reached pursuant to Clause 2.1; and

(c)the issue and sale of the Notes by the Issuer under the Agreements,

will not infringe any of the provisions of the Issuer’s amended and restated certificate on incorporation and by-laws and will not contravene any law, regulation, order or judgment to which the Issuer or any of its assets is subject nor result in the breach of any term of, or cause a default under, any instrument to which the Issuer is a party or by which it or any of its assets may be bound except for such breaches or defaults as could not reasonably be expected to be material in the context of this Agreement and the transactions contemplated hereby;

3.1.4Approvals: all consents, authorisations, licences or approvals of and registrations and filings with any governmental or regulatory authority required in connection with the issue by the Issuer of Notes under the Agreements and the performance of the Issuer’s obligations under the Agreements and the Notes have been obtained and are in full force and effect, and copies thereof have been supplied to the Dealer(s) except for such consents, authorisations, licences, approvals, registrations and filings as could not reasonably be expected to be material in the context of this Agreement and the transactions contemplated hereby;

3.1.5Disclosure:  in the context of this Agreement and the transactions contemplated hereby, the information contained or incorporated by reference in the Disclosure Documents is true and accurate in all material respects and is not misleading in any material respect and there are no other facts in relation to the Issuer or any Notes the omission of which makes, in the context of the issue of Notes, the Disclosure Documents as a whole or any such information contained or incorporated by reference therein misleading in any material respect;

3.1.6Financial Statements: the audited financial statements of the Issuer, any quarterly unaudited financial statements of the Issuer and any other financial statements of the Issuer on Form 8-K published subsequently thereto, and in each case filed with the SEC and incorporated by reference in the Information Memorandum, present fairly and accurately the consolidated financial position of the Issuer and its Subsidiaries as of the respective dates of such statements and the consolidated results of operations of the Issuer and its Subsidiaries for the periods they cover or to which they relate and such financial statements have been prepared in accordance with the relevant laws of the United States and with generally accepted accounting principles in the United States applied

9

on a consistent basis throughout the periods involved (unless and to the extent otherwise stated therein);

3.1.7No material adverse change, No litigation: since the date of the most recent audited financial statements of the Issuer supplied to the Dealer(s) and, in relation to any date on which this warranty falls to be made after the date hereof, save as otherwise disclosed by any Disclosure Document subsequently delivered by the Issuer to the Dealer(s):

(a)there has been no adverse change in the business, financial or other condition of the Issuer or any of its Subsidiaries; and

(b)there is no litigation, arbitration or governmental proceeding pending or, to the knowledge of the Issuer, threatened against or affecting the Issuer or any of its subsidiaries,

which in any case could reasonably be expected to be material in the context of this Agreement and the transactions contemplated hereby;

3.1.8No default:  the Issuer is not in default in respect of payment of any indebtedness for borrowed money where such indebtedness is in an aggregate amount greater than U.S.$20,000,000;

3.1.9No ratings downgrade: there has been no downgrading, nor any notice to the Issuer of any intended downgrading, in the rating accorded to the Issuer’s short-term or long-term debt by Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies Inc., or Moody’s Investors Service, Inc.;

3.1.10Taxation: subject to compliance with the terms of the Agreements, the Issuer is not required by any law or regulation nor any relevant taxing authority in the United States to make any deduction or withholding from any payment due under the Notes, the Agency Agreement, or the Deed of Covenant for or on account of any income, registration, transfer or turnover taxes, customs or other duties or taxes of any kind;

3.1.11Maximum Amount not exceeded: the outstanding principal amount of all Notes on the date of issue of any Note does not and will not exceed the Maximum Amount set out in the Programme Summary (as increased from time to time pursuant to Clause 2.5) and for this purpose the nominal amount of any Note denominated in any currency other than Dollars shall be taken as the Dollar Equivalent of such nominal amount as at the date of the agreement for the issue of such Note; and

3.1.12Investment Company: the Issuer is not an investment company as defined in the United States Investment Company Act of 1940.

3.2Notice of inaccuracy

If, prior to the time a Note is issued and delivered to or for the account of the relevant Dealer, an event occurs which would render any of the representations and warranties set out in Clause 3.1 immediately, or with the lapse of time, untrue or incorrect in any

10

material respect, the Issuer will inform the relevant Dealer in writing as soon as practicable of the occurrence of such event.  In either case, the relevant Dealer shall inform the Issuer in writing without any undue delay whether it wishes to continue or discontinue the issuance and delivery of the respective Notes.

4.COVENANTS AND AGREEMENTS

4.1Issuer

The Issuer covenants and agrees that:

4.1.1Delivery of published information:  whenever the Issuer shall publish or make available to its shareholders or to the public (by filing with any regulatory authority, securities exchange or otherwise) any information which could reasonably be expected to be material in the context of this Agreement and the transactions contemplated hereby, the Issuer shall notify the Dealer(s) as to the nature of such information, shall make a reasonable number of copies of such information available to the Dealer(s) upon request to permit distribution to investors and prospective investors and shall take such action as may be necessary to ensure that the representation and warranty contained in sub-clause 3.1.5 is true and accurate in all material respects on the dates contemplated by such sub-clause.  Notwithstanding the foregoing, the Issuer will satisfy its obligations to notify the Dealer(s) under this Clause 4.1.1 by maintaining an e-mail alert system affording the Dealer(s) the opportunity to register via the Issuer’s web site to receive notification of the Issuer’s news releases and filings with the SEC, and the Dealers agree to so register.  The Issuer will notify the Dealer(s) if the e-mail alert system is discontinued and, in such event, notices pursuant to this Clause 4.1.1 will be delivered in accordance with Clause 7.1 of this Agreement.  Certain SEC Filings are available via electronic means including the Internet (http://www.sec.gov/cgi-bin/srch-edgar) and Bloomberg Business News.

4.1.2Indemnity:  the Issuer undertakes to the Dealers that if the Dealer or any of the Dealer’s Related Parties incurs any Loss arising out of:

(a)the Issuer’s failure (other than, in the reasonable opinion of the Issuer, for technical reasons) to make due payment under the Notes; or

(b)Notes not being issued for any reason (other than as a result of the failure of any Dealer to pay) after an agreement for the sale of such Notes has been made; or

(c)any breach or alleged breach of the representations, warranties, covenants or agreements made by the Issuer in this Agreement,

the Issuer shall pay to the Dealer on demand an amount equal to such Loss.  The Dealer shall not have any duty or other obligation, whether as fiduciary or trustee for any of its Related Parties or otherwise, to recover any such payment or to account to any other person for any amounts paid to it under this Clause.

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4.1.3Expenses, stamp duties, amendments: the Issuer will:

(a)Arranger’s expenses:  pay, or reimburse the Arranger for, all reasonable out-of-pocket costs and expenses (including United Kingdom value added tax and any other taxes or duties thereon and fees and disbursements of counsel to the Arranger) incurred by the Arranger in connection with the preparation, negotiation, printing, execution and delivery of this Agreement and all documents contemplated by this Agreement;

(b)Dealers’ expenses:  pay, or reimburse each Dealer for, all reasonable out-of-pocket costs and expenses (including United Kingdom value added tax and any other taxes or duties thereon and fees and disbursements of counsel to such Dealer) incurred by such Dealer in connection with the enforcement or protection of its rights under this Agreement;

(c)Stamp duties:  pay all stamp, registration and other taxes and duties (including any interest and penalties thereon or in connection therewith) which may be payable upon or in connection with the creation and issue of the Notes and the execution, delivery and performance of the Agreements and the Issuer shall indemnify each Dealer against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax) which it may incur as a result or arising out of or in relation to any failure to pay or delay in paying any of the same;

(d)Amendments:  notify each Dealer of any change in the identity of or the offices of the Issue and Paying Agent and any material change or amendment to or termination of the Agency Agreement or the Deed of Covenant not later than five days prior to the making of any such change or amendment or such termination; and it will not permit to become effective any such change, amendment or termination which could reasonably be expected to affect adversely the interests of any Dealer or the holder of any Notes then outstanding; and

4.1.4No deposit-taking:  the Issuer will issue the Notes only if the following conditions apply (or the Notes can otherwise be issued without contravention of section 19 of the FSMA):

(a)Selling restrictions: each relevant Dealer represents, warrants and agrees in the terms set out in sub-clause 3.2 of Schedule 2; and

(b)Minimum denomination: the redemption value of each such Note is not less than $500,000 (or an amount of equivalent value denominated wholly or partly in a currency other than dollars), and no part of any Note may be transferred unless the redemption value of that part is not less than $500,000 (or such an equivalent amount).

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4.2Compliance

The Issuer shall take such steps (in conjunction with the Dealer(s), where appropriate) to ensure that any laws and regulations or requirements of any governmental agency, authority or institution which may from time to time be applicable to any Note shall be fully observed and complied with and in particular (but without limitation):

4.2.1Regulation S:  that neither the Issuer, nor any of its affiliates nor any person acting on its or its affiliates behalf have engaged or will engage in any directed selling efforts with respect to the Notes, and its affiliates have complied and will comply with the offering restrictions requirement of Regulation S.  Terms used in this sub-clause have the meanings given to them by Regulation S under the Securities Act.

4.3Selling restrictions

Each Dealer represents, covenants and agrees that it has complied with and will comply with the selling restrictions set out in Schedule 2, and that the representations contained therein are true and correct.  Subject to compliance with those restrictions, each Dealer is hereby authorised by the Issuer to circulate the Disclosure Documents to purchasers or potential purchasers of the Notes.

4.4Dealers’ obligations several

The obligations of each Dealer contained in this Agreement are several.

4.5Status of Arranger

Each of the Dealers agrees that the Arranger has only acted in an administrative capacity to facilitate the establishment and/or maintenance of the Programme and has no responsibility to it for (a) the adequacy, accuracy, completeness or reasonableness of any representation, warranty, undertaking, agreement, statement or information in the Information Memorandum, this Agreement or any information provided in connection with the Programme or (b) the nature and suitability to it of all legal, tax and accounting matters and all documentation in connection with the Programme or any issue of Notes thereunder.

5.CONDITIONS PRECEDENT

5.1Conditions precedent to first issue

The Issuer agrees to deliver to each Dealer, prior to the first issue of Notes to that Dealer, each of the documents set out in Schedule 1 in form, substance and number reasonably requested by the relevant Dealer.

5.2Conditions precedent to each issue

In relation to each issue of Notes, it shall be a condition precedent to the purchase thereof by any Dealer that (a) the representations and warranties in Clause 3.1 shall be true and correct in all material respects on each date upon which an agreement for the sale of Notes is made hereunder and on the date on which such Notes are issued and that (b) there is no other material breach of the Issuer’s obligations under any of the Agreements or the Notes.

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5.3Sterling Definitive Notes

In relation to an issue of Sterling Definitive Notes (and if so agreed between the Issuer and the relevant Dealer), it shall be a condition precedent to the purchase thereof by any Dealer that the Issuer supplies to each Dealer, not less than five days prior to the first issue of such Notes to that Dealer, confirmation from the Issue and Paying Agent that the relevant agreed forms of Definitive Note have been security printed and the same delivered to the Issue and Paying Agent.

6.TERMINATION AND APPOINTMENT

6.1Termination

The Issuer may terminate the appointment of any Dealer, and any Dealer may resign, on not less than ten days’ written notice to the relevant Dealer or the Issuer, as the case may be.  The Issuer shall promptly inform the other Dealer(s) and the Issue and Paying Agent of any such termination or resignation.  The rights and obligations of each party hereto shall not terminate in respect of any rights or obligations accrued or incurred before the date on which such termination takes effect and the provisions of sub-clause 4.1.2 and 4.1.3 shall survive termination of this Agreement and delivery against payment for any of the Notes.

6.2Additional Dealers

Nothing in this Agreement shall prevent the Issuer from appointing one or more additional Dealers upon the terms of this Agreement provided that any additional Dealer shall have first confirmed acceptance of its appointment upon such terms in writing to the Issuer in substantially the form of the letter set out in Schedule 5, whereupon it shall become a party to this Agreement vested with all the authority, rights, powers, duties and obligations as if originally named as a Dealer hereunder.  The Issuer shall promptly inform the other Dealer(s) and the Issue and Paying Agent of any such appointment.  The Issuer hereby agrees to supply to such additional Dealer, upon such appointment, such legal opinions as are specified in paragraph 6 of Schedule 1, if requested, or reliance letters in respect thereof.

7.NOTICES

7.1Addressee for notices

All notices and other communications hereunder shall, save as otherwise provided in this Agreement, be made in writing and in English (by letter or fax) and shall be sent to the intended recipient at the address or fax number and marked for the attention of the person (if any) from time to time designated by that party to the other parties hereto for such purpose.  The initial address and fax number so designated by each party are set out in the Programme Summary.

7.2Effectiveness

Any communication from any party to any other under this Agreement shall be effective upon receipt by the addressee, provided that any such notice or other communication which would otherwise take effect after 4.00 p.m. on any particular day shall not take effect until 10.00 a.m. on the immediately succeeding business day in the place of the addressee.

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7.3Assignment

If, at any time, any Dealer shall transfer all or substantially all of its euro-commercial paper business to any affiliate then, on the date such transfer becomes effective, such affiliate shall become the successor to the relevant Dealer under this Agreement without the execution or filing of any paper or any further act on the part of the parties hereto so that the Issuer and such affiliate shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form (the relevant changes having been made) of this Agreement.  After the said effective date all references in this Agreement to the relevant Dealer shall be deemed to be references to such affiliate.  The relevant Dealer shall, as soon as reasonably practicable, give notice of any such transfer to the Issuer.  In this Clause 7.3, “affiliate” means, in relation to any person, any entity controlled, directly or indirectly, by such person, any entity that controls, directly or indirectly, such person, or any entity under common control with such person.  For this purpose “control” of any entity or person means ownership of a majority of the voting power of the entity or person.

8.THIRD PARTY RIGHTS

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

9.LAW AND JURISDICTION

9.1Governing law

This Agreement and all matters arising from or connected with it are governed by, and shall be construed in accordance with, English law.

9.2English courts

The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”), arising from or connected with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) or the consequences of its nullity.

9.3Appropriate forum

The parties agree that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that they will not argue to the contrary.

9.4Rights of the Dealers to take proceedings outside England

Clause 9.2 (English courts) is for the benefit of the Dealers only.  As a result, nothing in this Clause 9 (Law and jurisdiction) prevents the Dealers from taking proceedings relating to a Dispute (“Proceedings”) in any other courts with jurisdiction.  To the extent allowed by law, the Dealers may take concurrent Proceedings in any number of jurisdictions.

9.5Process agent

The Issuer agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to Law Debenture Corporate Services Limited at Fifth Floor, 100 Wood Street, London EC2V 7EX or, if different, its registered office for the time being or at any address of the Issuer in Great Britain at which process may be served on it in

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accordance with Part XXIII of the Companies Act 1985.  If such person is not or ceases to be effectively appointed to accept service of process on behalf of the Issuer, the Issuer shall, on the written demand of any Dealer addressed and delivered to the Issuer appoint a further person in England to accept service of process on its behalf and, failing such appointment within 15 days, any Dealer shall be entitled to appoint such a person by written notice addressed to the Issuer and delivered to the Issuer.  Nothing in this paragraph shall affect the right of any Dealer to serve process in any other manner permitted by law.  This clause applies to Proceedings in England and to Proceedings elsewhere.

10.COUNTERPARTS

This Agreement may be signed in any number of counterparts, all of which when taken together shall constitute a single agreement.

AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first before written.

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SCHEDULE 1

CONDITION PRECEDENT DOCUMENTS

1.Certified copies of the Issuer’s amended and restated certificate on incorporation and by-laws.

2.Certified copies of all documents evidencing the internal authorisations and approvals required to be granted by the Issuer in connection with the Programme.

3.Certified copies of any governmental or other consents and any filings required in connection with the Programme.

4.Certified or conformed copies of:

(a)the Dealer Agreement, as executed;

(b)the Agency Agreement, as executed; and

(c)the Deed of Covenant, as executed.

5.Copies of:

(a)the confirmation of acceptance of appointment from the agent for service of process; and

(b)confirmation that the Deed of Covenant has been delivered to the Issue and Paying Agent.

6.Legal opinions from:

(a)the associate general counsel of the Issuer as to the due incorporation of the Issuer and the due authorisation and execution of the Agreements; and

(b)Clifford Chance as to the laws of England.

7.The Information Memorandum.

8.A list of the names, titles and specimen signatures of the persons authorised:

(a)to sign on behalf of the Issuer this Agreement, the Deed of Covenant, the Agency Agreement and the Notes;

(b)to sign on behalf of the Issuer all notices and other documents to be delivered in connection therewith; and

(c)to take any other action on behalf of the Issuer in relation to the Programme.

9.Confirmation from the Arranger that all legal, printing and other costs and expenses incurred in the arrangement of the Programme have been paid by the Issuer.

10.Confirmation from the Issuer or the Issue and Paying Agent that the relevant forms of Global Note have been prepared and the same delivered to the Issue and Paying Agent.

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11.Confirmation that Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies Inc., and Moody’s Investors Service, Inc. respectively have granted ratings for the Programme.

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SCHEDULE 2

SELLING RESTRICTIONS

1.General

By its purchase and acceptance of Notes issued under this Agreement, each Dealer represents, warrants and agrees that it will observe all applicable laws and regulations in any jurisdiction in which it may offer, sell or deliver Notes; and that it will not directly or indirectly offer, sell, resell, re-offer or deliver Notes or distribute any Disclosure Document, circular, advertisement or other offering material in any country or jurisdiction except under circumstances that will result in compliance with all applicable laws and regulations.

2.The United States of America

2.1Regulation S Restrictions

The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons.  Each Dealer represents and agrees that it has offered and sold, and will offer and sell, Notes only outside the United States to non-U.S. persons in accordance with Rule 903 of Regulation S under the Securities Act.  Accordingly, each Dealer represents and agrees that neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Notes, and that it and they have complied and will comply with the offering restrictions requirement of Regulation S.  Each Dealer also agrees that, at or prior to confirmation of sale of Notes, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes from it a confirmation or notice to substantially the following effect:

“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons.  Terms used above have the meanings given to them by Regulation S under the Securities Act.”

Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

2.2Tax Restrictions

2.2.1Except to the extent permitted under U.S. Treas. Reg. §1.163-5(c)(2)(i)(D) (the “D Rules”), each Dealer (A) represents that it has not offered or sold, and agrees that during the restricted period it will not offer or sell, Notes (or interests therein) to a person who is within the United States or its possessions or to a United States person, and (B) represents that it has not delivered and agrees that it will not deliver within the United States or its possessions definitive Notes that are sold during the restricted period;

2.2.2each Dealer represents that it has in effect, and agrees that throughout the restricted period it will have in effect, procedures reasonably designed to ensure

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that its employees and agents who are directly engaged in selling Notes (or interests therein) are aware that such Notes (or interests therein) may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person, except as permitted by the D Rules;

2.2.3if it is a United States person, each Dealer represents that it is acquiring the Notes (or interests therein) for purposes of resale in connection with their original issue and if it retains Notes (or interests therein) for its own account, it will only do so in accordance with the requirements of U.S. Treas. Reg. §1.163-5(c)(2)(i)(D)(6)(i); and

2.2.4with respect to each affiliate that acquires Notes (or interests therein) for the purpose of offering or selling such Notes (or interests therein) during the restricted period, each Dealer either (A) repeats and confirms the representations and agreements contained in subparagraphs 2.2.1 to 2.2.3 on its behalf or (B) agrees that it will obtain from such affiliate for the benefit of the Issuer the representations and agreements contained in subparagraphs 2.2.1 to 2.2.3.

Terms used in this paragraph 2.2 and not defined herein have the meanings given to them by the U.S. Internal Revenue Code and regulations thereunder, including the D Rules.

3.The United Kingdom

In relation to each issue of Notes, the Dealer purchasing such Notes represents, warrants and undertakes to the Issuer that:

3.1No deposit-taking:

3.1.1it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and

3.1.2it has not offered or sold and will not offer or sell any such Notes other than to persons:

(a)whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or

(b)who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses,

where the issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA by the Issuer;

3.2Financial promotion:  it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of

20

the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and

3.3General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

4.Japan

The Notes have not been and will not be registered under the Securities and Exchange Law of Japan and, accordingly, each Dealer undertakes that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person expect under circumstances which will result in compliance with all applicable laws, regulations and guidelines promulgated by the relevant Japanese governmental and regulatory authorities and in effect at the relevant time.  For the purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any corporation or other entity organised under the laws of Japan.

5.Switzerland

Each Dealer agrees that any issue of Notes denominated in Swiss Francs will be in compliance with the guidelines of the Swiss National Bank regarding issues of Swiss Franc denominated debt securities.

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SCHEDULE 3

PROGRAMME SUMMARY

Issuer
Ecolab Inc.
Address:	370 North Wabasha Street  St. Paul  MN 55102-1390  U.S.A.
Telephone:	+ 1 651 293 2157
Fax:	+ 1 651 293 2379
Contact:	Assistant Treasurer
Dealer and Arranger
Credit Suisse First Boston (Europe) Limited
Address:	One Cabot Square London E14 4QJ
Telephone:	+ 44 20 7888 9968
Fax:	+ 44 20 7905 6132
Contact:	Commercial Paper Desk
Dealer
Citibank International plc
Address:	Citigroup Centre Canada Square  Canary Wharf  London E14 5LB
Telephone:	+ 44 20 7986 9070
Fax:	+ 44 20 7986 6837
Contact:	Short-Term Fixed Income Desk
Issue and Paying Agent
Citibank, N.A.
Address:	5 Carmelite Street London EC4Y 0PA
Telephone:	+ 44 20 7508 3826
Fax:	+ 44 20 7508 3884
Contact:	Global Agency and Trust

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Maximum Amount:		Denominations:
U.S.$200,000,000		U.S.$500,000
		(or other conventionally accepted Denominations in other currencies, provided that the Dollar Equivalent of any Note must be at least U.S.$500,000 on the issue date).
Governing Law:		Form of Notes:
Agreements:  Notes:	English  English	Exchangeable Global Notes.  A Global Note will be exchangeable, in whole but not in part, for Definitive Notes after surrender of the Global Note to the Issue and Paying Agent only (i) if default is made in payment of any sum due under the Notes represented by such Global Note, or (ii) if Euroclear or Clearstream, Luxembourg or any relevant clearing system is closed for a continuous period of 14 days or more (other than by reason of weekends or public holidays, statutory or otherwise).
		Sterling Definitive Notes.
		Notes may be issued at a discount to face value or may bear fixed or floating rate interest or may be Index Linked Notes.
Minimum Term:		Maximum Term:
One day		183 days
Clearing Systems:		Selling Restrictions:
Euroclear Bank S.A./N.V., as operator of the Euroclear system Euroclear France Clearstream Banking, société anonyme, Luxembourg		U.S.A.  United Kingdom Japan Switzerland
(or such other recognised clearing system as may be agreed between the Issuer and the Issue and Paying Agent and in which Notes may from time to time be held)
Agent for Service of Process:
Law Debenture Corporate Services Limited
Address:	Fifth Floor

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	100 Wood Street
	London EC2V 7EX
Telephone:	+44 20 7606 5451
Fax:	+44 20 7606 0643
Telex:	888347/8956803
Contact:	Service of Process

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SCHEDULE 4

INCREASE OF MAXIMUM AMOUNT

[Letterhead of Issuer]

[Date]

To:Credit Suisse First Boston (Europe) Limited

Citibank International plc

Citibank, N.A. (as Issue and Paying Agent])

Dear Sirs

U.S.$200,000,000 Euro-commercial paper programme

We refer to a dealer agreement dated 10 June 2003 (the “Dealer Agreement”) between ourselves as Issuer, the Arranger and the Dealers party thereto relating to a U.S.$200,000,000 Euro-commercial paper programme (the“Programme”).  Terms used in the Dealer Agreement shall have the same meaning in this letter.

In accordance with Clause 2.5 of the Dealer Agreement, we hereby notify each of the addressees listed above that the Maximum Amount of the Programme is to be increased from U.S.$[ ],000,000 to U.S.$[ ],000,000 with effect from [date], subject to delivery of the following documents:

(a)an updated or supplemental Information Memorandum reflecting the increase in the Maximum Amount of the Programme;

(b)certified copies of all documents evidencing the internal authorisations and approvals required to be granted by the Issuer for such increase in the Maximum Amount;

(c)certified copies of [specify any governmental or other consents required by the Issuer]for such increase;

(d)legal opinions from (i) the associate general counsel of the Issuer and (ii) Clifford Chance relating to such increase;

(e)a list of names, titles and specimen signatures of the persons authorised to sign on behalf of the Issuer all notices and other documents to be delivered in connection with such an increase in the Maximum Amount; and

(f)written confirmation that Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies Inc., and Moody’s Investors Service, Inc. respectively are maintaining their current ratings for the Programme.

From the date on which such increase in the Maximum Amount becomes effective, all references in the Dealer Agreement to the Maximum Amount or the amount of the Programme shall be construed as references to the increased Maximum Amount as specified herein.

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Yours faithfully

for and on behalf of

ECOLAB INC.

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SCHEDULE 5

APPOINTMENT OF NEW DEALER

[Letterhead of Issuer]

[Date]

To:[Name of new Dealer]

Dear Sirs

U.S.$[•]00,000,000 Euro-commercial paper programme

We refer to a dealer agreement dated 10 June 2003 (the “Dealer Agreement”) between ourselves as Issuer, the Arranger and the Dealers party thereto relating to a U.S.$[•]00,000,000 Euro-commercial paper programme (the“Programme”).  Terms used in the Dealer Agreement shall have the same meaning in this letter.

In accordance with Clause 6.2 of the Dealer Agreement, we hereby appoint you as an additional dealer for the Programme upon the terms of the Dealer Agreement with [immediate effect/effect from [date]].  Please confirm acceptance of your appointment upon such terms by signing and returning to us the enclosed copy of this letter, whereupon you will, in accordance with Clause 6.2 of the Dealer Agreement, become a party to the Dealer Agreement vested with all the authority, rights, powers, duties and obligations as if originally named as a Dealer thereunder.

Yours faithfully

for and on behalf of

ECOLAB INC.

[On copy]

We hereby confirm acceptance of our appointment as a Dealer upon the terms of the Dealer Agreement referred to above.  For the purposes of Clause 7 (Notices), our contact details are as follows:

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[Name of Dealer]

Address:	[                       ]
Telephone:	[                       ]
Fax:	[                       ]
Telex:	[                       ]
Contact:	[                       ]

Dated:
Signed:
	for [Name of new Dealer]

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SCHEDULE 6

FORM OF CALCULATION AGENCY AGREEMENT

THIS AGREEMENT is made on [date]

BETWEEN

(1)ECOLAB INC. (the “Issuer”); and

(2)[CALCULATION AGENT], as the calculation agent appointed pursuant to Clause 2 hereof (the “Calculation Agent”, which expression shall include any successor thereto).

WHEREAS:

(A)Under a dealer agreement (as amended, supplemented and/or restated from time to time, the “Dealer Agreement”) dated 10 June 2003 and made between the Issuer, the Arranger and the Dealer(s) referred to therein, and a note agency agreement (as amended, supplemented and/or restated from time to time, the “Agency Agreement”) dated 10 June 2003 and made between the Issuer and the agents referred to therein, the Issuer established a Euro-commercial paper programme (the “Programme”).

(B)The Dealer Agreement contemplates, among other things, the issue under the Programme of index linked notes and provides for the appointment of calculation agents in relation thereto.  Each such calculation agent’s appointment shall be on substantially the terms and subject to the conditions of this Agreement.

IT IS AGREED as follows:

1.INTERPRETATION

1.1Definitions

Terms not expressly defined herein shall have the meanings given to them in the Dealer Agreement or the Agency Agreement.

1.2Legislation

Any reference in this Agreement to any legislation (whether primary legislation or regulations or other subsidiary legislation made pursuant to primary legislation) shall be construed as a reference to such legislation as the same may have been, or may from time to time be, amended or re-enacted.

1.3Index Linked Notes

“Relevant Index Linked Notes” means such Index Linked Notes in respect of which the Calculation Agent is appointed.

2.APPOINTMENT OF CALCULATION AGENT

The Issuer appoints the Calculation Agent as its agent for the purpose of calculating the redemption amount and/or, if applicable, the amount of interest in respect of the Relevant Index Linked Notes upon the terms and subject to the conditions of this Agreement.  The Calculation Agent accepts such appointment.

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3.DETERMINATION AND NOTIFICATION

3.1Determination

The Calculation Agent shall determine the redemption amount of, and/or, if applicable, the amount of interest payable on, each Relevant Index Linked Note in accordance with the redemption calculation applicable thereto.

3.2Notification

The Calculation Agent shall as soon as it has made its determination as provided for in Clause 3.1 above (and, in any event, no later than the close of business on the date on which the determination is made) notify the Issuer and the Issue and Paying Agent (if other than the Calculation Agent) of the redemption amount and/or, if applicable, the amount of interest so payable.

4.STAMP DUTIES

The Issuer will pay all stamp, registration and other taxes and duties (including any interest and penalties thereon or in connection therewith) payable in connection with the execution, delivery and performance of this Agreement.

5.INDEMNITY AND LIABILITY

5.1Indemnity

The Issuer shall indemnify and hold harmless on demand the Calculation Agent against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax) which it may incur arising out of the exercise of its powers and duties as Calculation Agent under this Agreement, except such as may result from its own negligence or bad faith or that of its officers, employees or agents.

5.2Liability

The Calculation Agent may consult as to legal matters with lawyers selected by it, who may be employees of, or lawyers to, the Issuer.  If such consultation is made, the Calculation Agent shall be protected and shall incur no liability for action taken or not taken by it as Calculation Agent or suffered to be taken with respect to such matters in good faith, without negligence and in accordance with the opinion of such lawyers.

6.CONDITIONS OF APPOINTMENT

The Calculation Agent and the Issuer agree that its appointment will be subject to the following conditions:

(a)No obligations: in acting under this Agreement, the Calculation Agent shall act as an independent expert and shall not assume any obligations towards or relationship of agency or trust with the Issuer or the owner or holder of any of the Relevant Index Linked Notes or any interest therein;

(b)Notices: unless otherwise specifically provided in this Agreement, any order, certificate, notice, request, direction or other communication from the Issuer

30

made or given under any provision of this Agreement shall be sufficient if signed or purported to be signed by a duly authorised employee of the Issuer;

(c)Duties: the Calculation Agent shall be obliged to perform only those duties which are set out in this Agreement and in the redemption calculation relating to the Relevant Index Linked Notes;

(d)Ownership, interest: the Calculation Agent and its officers and employees, in its individual or any other capacity, may become the owner of, or acquire any interest in, any Relevant Index Linked Notes with the same rights that the Calculation Agent would have if it were not the Calculation Agent hereunder; and

(e)Calculations and determinations: all calculations and determinations made pursuant to this Agreement by the Calculation Agent shall (save in the case of manifest error) be binding on the Issuer, the Calculation Agent and (if other than the Calculation Agent) the holder(s) of the Relevant Index Linked Notes and no liability to such holder(s) shall attach to the Calculation Agent in connection with the exercise by the Calculation Agent of its powers, duties or discretion under or in respect of the Relevant Index Linked Notes in accordance with the provisions of this Agreement, except such as may result from its own gross negligence or bad faith or that of its officers, employees or agents.

7.ALTERNATIVE APPOINTMENT

If, for any reason, the Calculation Agent ceases to act as such or fails to comply with its obligations under Clause 3, the Issuer shall appoint [the Issue and Paying Agent] as calculation agent in respect of the Relevant Index Linked Notes.

8.THIRD PARTY RIGHTS

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

9.LAW AND JURISDICTION

9.1Governing law

This Agreement is governed by, and shall be construed in accordance with, English law.

9.2Jurisdiction

The Issuer agrees for the benefit of the Calculation Agent that the courts of England shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement (respectively, “Proceedings” and “Disputes”) and, for such purposes, irrevocably submits to the jurisdiction of such courts.

9.3Appropriate forum

The Issuer irrevocably waives any objection which it might now or hereafter have to the courts of England being nominated as the forum to hear and determine any Proceedings

31

and to settle any Disputes, and agrees not to claim that any such court is not a convenient or appropriate forum.

9.4Process agent

The Issuer agrees that the process by which any Proceedings in England are begun may be served on it by being delivered to Law Debenture Corporate Services Limited at Fifth Floor, 100 Wood Street, London EC2V 7EX or, if different, its registered office for the time being.  If such person is not or ceases to be effectively appointed to accept service of process on behalf of the Issuer, the Issuer shall, on the written demand of the Calculation Agent addressed to the Issuer and delivered to the Issuer appoint a further person in England to accept service of process on its behalf and, failing such appointment within 15 days, the Calculation Agent shall be entitled to appoint such a person by written notice addressed to the Issuer and delivered to the Issuer.  Nothing in this paragraph shall affect the right of the Calculation Agent to serve process in any other manner permitted by law.

9.5Non exclusivity

The submission to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the right of the Calculation Agent to take Proceedings in any other court of competent jurisdiction, nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by law.

10.COUNTERPARTS

This Agreement may be signed in any number of counterparts, all of which when taken together shall constitute a single agreement.

AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first before written.

ECOLAB INC.

By:

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Signature Page

The Issuer

ECOLAB INC.

By:	/s/Mark D. Vangsgard
	Mark D. Vangsgard

The Arranger

CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED

By:	/s/Andrea Gull
	Andrea Gull

The Dealers

CITIBANK INTERNATIONAL plc

By:	/s/Collin Withers
	Collin Withers

CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED

By:	/s/Andrea Gull
	Andrea Gull

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EX-10.A(I)B

Exhibit 10.A(i)b

LIMITED LIABILITY PARTNERSHIP

EXECUTION COPY

10 JUNE 2003

ECOLAB INC.

as Issuer

and

CITIBANK, N.A.

as Issue and Paying Agent

NOTE AGENCY AGREEMENT
relating to a U.S.$200,000,000
EURO-COMMERCIAL PAPER PROGRAMME

CONTENTS

Clause
1.	Interpretation
2.	Appointments
3.	Issue Of Notes
4.	Payment
5.	Cancellation, Destruction, Records And Custody
6.	Fees And Expenses
7.	Indemnity
8.	No Liability For Consequential Loss
9.	Agents Of The Issuer
10.	General
11.	Changes In Agent
12.	Agent As Holders Of Notes
13.	Notices
14.	Law And Jurisdiction
15.	Rights Of Third Parties
16.	Modification
17.	Counterparts
SCHEDULE		Forms Of Note

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THIS AGREEMENT is made on 10 June 2003

BETWEEN

(1)ECOLAB INC. (the “Issuer”); and

(2)CITIBANK, N.A. (the “Agent”).

WHEREAS

(A)Pursuant to, and subject to the terms and conditions of, a dealer agreement of even date herewith between the Issuer, the Arranger referred to therein and the dealers from time to time party thereto (together, the “Dealers” and each, a “Dealer”) (such agreement as amended or supplemented from time to time herein being referred to as the “Dealer Agreement”) the Issuer may from time to time issue Notes (as defined below).

(B)The parties hereto wish to record the arrangements agreed between them in relation to the Notes to be issued pursuant to this Agreement.

IT IS AGREED as follows:

1.INTERPRETATION

1.1In this Agreement:

“Agents” means Citibank, N.A. acting as issue and paying agent and as calculation agent (if so appointed in relation to a Series of Notes) and “Agent” shall be construed accordingly;

“Business Day”, except to the extent that the context requires otherwise, means a day (other than a Saturday or Sunday):

(a)on which deposits in the relevant currency are dealt in on the London Interbank Market;

(b)on which commercial banks and foreign exchange markets settle payments and are open for business in London and, if a payment is to be made on that day under this Agreement or any of the Notes, in the place of payment and (other than for payments in euro) the principal financial centre of the country of the relevant currency in which the payment is to be made;

(c)on which the Clearing Systems are in operation; and

(d)in the case of Notes denominated in Euro, a day which is a TARGET Business Day (as defined below);

“Clearstream, Luxembourg” means Clearstream Banking, société anonyme or any successor thereto:

“Clearing System” means each or any of Clearstream, Luxembourg, Euroclear Bank S.A./N.V., as operator of the Euroclear system, Euroclear France or such other recognised clearing system as may be agreed from time to time between the Issuer and

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the Agent and in which Notes may from time to time be held, or any successor to such entities;

“Common Depositary” means Citibank, N.A. acting as a depositary common to Euroclear Bank S.A./N.V., as operator of the Euroclear system and Clearstream, Luxembourg at such offices in London as shall be notified by both of them to the Agent from time to time;

“Deed of Covenant” means the deed of covenant, dated the date hereof, executed by the Issuer in respect of Global Notes issued pursuant to this Agreement, as such deed may be amended or supplemented from time to time;

“Definitive Note” means a security printed Note in definitive form;

“Dollars” and “U.S.$” denote the lawful currency of the United States of America; and “Dollar Note” means a Note denominated in Dollars;

“Euro” and “€” denote the single currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended; and “Euro Note” means a Note denominated in Euro;

“Global Note” means a Note in global bearer form, representing an issue of promissory notes of a like maturity which may be issued by the Issuer from time to time pursuant to this Agreement;

“Index Linked Note” has the meaning ascribed thereto in the Dealer Agreement;

“Maximum Amount” means U.S.$200,000,000 or the equivalent amount denominated in any currency other than Dollars, as such amount may be increased from time to time pursuant to the Dealer Agreement;

“Note” means a commercial paper note of the Issuer purchased or to be purchased by a Dealer under the Dealer Agreement, in bearer definitive or global form, substantially in the relevant form scheduled hereto or such other form(s) as may be agreed from time to time between the Issuer and the Agent and, unless the context otherwise requires, includes the commercial paper notes represented by the Global Notes;

“Sterling” and “£” denote the lawful currency of the United Kingdom; and “Sterling Note” means a Note denominated in Sterling;

“Swiss Franc” and “CHF” denote the lawful currency of Switzerland; and “Swiss Franc Note” means a Note denominated in Swiss Francs;

“TARGET Business Day” means a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System, or any successor thereto, is open; and

“Yen” and “Y” denote the lawful currency of Japan; and “Yen Note” means a note denominated in Yen.

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1.2References in this Agreement to the principal amount of any Note shall be deemed to include any additional amounts which may become payable in respect thereof pursuant to the terms of such Note.

1.3Any reference in this Agreement to a Clause or a Schedule is, unless otherwise stated, to a clause hereof or a schedule hereto.

1.4Headings and sub-headings are for ease of reference only and shall not affect the construction of this Agreement.

2.APPOINTMENTS

2.1The Issuer hereby appoints Citibank, N.A. at its specified office in London as issue agent and as paying agent for the Notes.

2.2The Agent will act as calculation agent for Index Linked Notes, subject in each case to its specific agreement to act as such for each relevant series of Notes.

2.3Any reference herein to the “Agent” or its “specified office” shall be deemed to include such other agent or office of the Agent (as the case may be) as may be appointed or specified from time to time hereunder.

3.ISSUE OF NOTES

3.1Each Note issued hereunder shall be substantially in the relevant form scheduled hereto or, as the case may be, such other form as may be agreed between the Issuer and the Agent from time to time and shall be duly executed either manually or in facsimile on behalf of the Issuer and authenticated by an authorised signatory or signatories of the Agent.  The Issuer shall procure that a sufficient quantity of executed but unauthenticated blank Notes is at all times available to the Agent for the purpose of issue under this Agreement.

3.2The Issuer shall give to the Agent by fax or telex or through the CitiTreasury Manager system details of any Notes to be issued by it under this Agreement and all such other information as the Agent may require for it to carry out its functions as contemplated by this clause, by not later than:

3.2.112 noon (London time) on the proposed issue date (in the case of Sterling Definitive Notes); or

3.2.212 noon (Paris time) on the proposed issue date (in the case of Notes to be cleared through Euroclear France); or

3.2.3in any other case, 4.00 p.m. (London time) two Business Days prior to the proposed issue date,

(or such later time or date as may be agreed between the Issuer and the Agent) in respect thereof and the Agent shall thereupon be authorised to complete Notes of the appropriate aggregate amount and/or (as the case may be) a Global Note by inserting in the appropriate place on the face of each Note inter alia the dates on which such Note shall be issued and shall mature and otherwise completing the same.

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3.3If any such Notes as are mentioned in Clause 3.2 are not to be issued on any issue date, the Issuer shall notify the Agent immediately, and in any event no later than:

3.3.112 noon (London time) on the proposed issue date (in the case of Sterling Definitive Notes);

3.3.212 noon (Paris time) on the proposed issue date (in the case of Notes to be cleared through Euroclear France); or

3.3.34.00 p.m. (London time) one Business Day prior to the proposed issue date (in the case of a Note denominated in a currency other than Sterling).

Upon receipt of such notice the Agent shall not thereafter issue or release the relevant Notes, but shall cancel and destroy them.

3.4The Agent shall, upon notification by telephone, fax or telex from the Dealer who has arranged to purchase Notes from the Issuer, such notification to be received in sufficient time to enable delivery to be made as contemplated herein and in any event no later than:

3.4.112 noon (London time) on the proposed issue date (in the case of Sterling Definitive Notes);

3.4.212 noon (Paris time) on the proposed issue date in the case of Notes to be cleared through Euroclear France; or

3.4.3in any other case, 10.00 a.m. (London time) one Business Day prior to the proposed issue date,

or such later time or date as may be agreed between the Agent and the relevant Dealer, that payment by it to the Issuer of the purchase price of any Note has been or will be duly made against delivery of such Notes and (if applicable) of details of the securities account hereinafter referred to:

(a)in the case of Notes to be cleared through Euroclear Bank S.A./N.V., as operator of the Euroclear system and/or Clearstream, Luxembourg or any other Clearing System other than Euroclear France, deliver such Note on the Business Day immediately preceding its issue date to or to the order of Euroclear Bank S.A./N.V., as operator of the Euroclear system and/or Clearstream, Luxembourg (which may be by delivery to the Common Depositary) and/or such other Clearing System, for credit on the issue date of such Note to such securities account as shall have been notified to it; or

(b)in the case of Notes to be cleared through Euroclear France, deliver such Note by 1:30 p.m. (Paris time) on the proposed issue date to or to the order of Euroclear France (which may be by delivery to the sub-depositary to the Common Depositary) for credit on the issue date of such Note to such securities account as shall have been notified to it; or

(c)if no such details are given, or, in the case of Sterling Definitive Notes, make the same available on its issue date for collection at its specified office in London.

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3.5The Agent shall (if applicable) give instructions to the relevant Clearing System to credit the Notes to the Agent’s distribution account.  Each Note credited to the Agent’s distribution account with the relevant Clearing System following the delivery of the Notes in accordance with Clause 3.4 above shall be held to the order of the Issuer pending delivery to the relevant Dealer on a delivery against payment basis in accordance with the normal procedures of the relevant Clearing System.  The Agent shall on the issue date and against receipt of funds from the relevant Dealer transfer the proceeds of issue to the Issuer to the relevant account notified by the Issuer to the Agent in accordance with Clause 3.2 above.

3.6If on the issue date the relevant Dealer does not pay the subscription price due from it in respect of any Note (the “Defaulted Note”) and as a result the Defaulted Note remains in the Agent’s distribution account with the relevant Clearing System after the issue date (rather than being credited to the Dealer’s Account against payment), the Agent will continue to hold the Defaulted Note to the order of the Issuer.

3.7If the Agent pays an amount (the “Advance”) to the Issuer on the basis that a payment (the “Payment”) has been, or will be, received from the relevant Dealer and if the Payment has not been or is not received by the Agent on the date the Agent pays the Issuer, the Agent shall promptly inform the relevant Dealer and request that Dealer to make good the Payment, failing which the Issuer shall, upon being requested to do so, repay to the Agent the Advance and pay interest (on the basis of the aggregate of 1% per annum and the Agent’s cost of funding, as determined by the Agent in its sole discretion) on the Advance until the earlier of repayment in full of the Advance and receipt in full by the Agent of the Payment.

3.8As soon as practicable after the date of issue of any Notes, the Agent shall deliver to the Issuer particulars of (a) the number and aggregate principal amount of the Notes completed, authenticated and delivered by it, or made available by it for collection, on such date, (b) the issue date and the maturity date of such Notes and (c) the series and serial numbers of all such Notes if requested.

3.9The Issuer hereby authorises and instructs the Agent to make all necessary notifications to and filings with the Bank of England, the Japanese Ministry of Finance (in respect of Yen Notes) and the relevant Swiss authorities (in respect of Swiss Franc Notes).

3.10The Issuer hereby authorises and instructs the Agent to complete, authenticate and deliver on its behalf Definitive Notes in accordance with the terms of any Global Note presented to the Agent for exchange in whole (but not in part only).

3.11The Issuer will give at least 10 days prior written notice to the Agent of a change in the Maximum Amount of Notes which may be issued under the Dealer Agreement.

3.12The Issuer will promptly notify the Agent in writing of the appointment, resignation or termination of the appointment of any Dealer.  If the notification is in respect of a new dealer appointment, the Issuer will notify the Agent two business days prior to the new issue.

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4.PAYMENT

4.1The Issuer undertakes in respect of each Note issued by the Issuer to pay, in the currency in which such Note is denominated, on the maturity date (or by such earlier time as may be determined by the Agent in accordance with the final sentence of this Clause 4.1) or any relevant interest payment date of each Note, an amount sufficient to pay the full amount payable on such date by way of principal interest or otherwise in respect thereof:

4.1.1in the case of Dollar Notes, by transfer of same day value Dollar funds to account number 10990765, FAO Euro Notes of the Agent at Citibank, N.A., 399 Park Avenue, New York, N.Y. 10043, U.S.A. or such other account of the Agent at such bank in New York City as the Agent may from time to time designate for the purpose;

4.1.2in the case of Euro Notes, by transfer of same day value Euro funds to such account of the Agent as the Agent may from time to time designate for the purpose; and

4.1.3in the case of Notes denominated in any other currency, by transfer of immediately available and freely transferable funds in such other currency to such account of the Agent at such bank in the principal financial centre for such other currency as the Agent may from time to time designate for the purpose,

or, in each case, by such other form of transfer as may be agreed between the Issuer and the Agent.  If the Agent determines in its absolute discretion that the payment in accordance with this Clause 4.1 is required to be made earlier, it will provide to the Issuer not less than 21 days prior notice in writing of such requirement.

4.2The Issuer shall, prior to 12 noon (London time) on the second Business Day immediately preceding the maturity date or any relevant interest payment date of any Note (or such later time or date as may subsequently be agreed between the Issuer and the Agent), send to the Agent irrevocable confirmation that payment will be made and the details of the bank through which the Issuer is to make the payment due pursuant to this Clause 4.2.

4.3The Issuer hereby authorises and directs the Agent from funds so paid to the Agent to make payment of all amounts due on the Notes as set forth herein and in the Notes.

4.4If the Agent has not received on the maturity date or any relevant interest payment date of any Notes the full amount payable in respect thereof on such date and confirmation satisfactory to itself that such payment has been received, the Agent shall not be required to make payment of any amount due on any Note.  Nevertheless, subject to the foregoing, if the Agent is satisfied that it will receive such full amount later, it shall be entitled to pay maturing Notes due in accordance with their terms.

4.5If the Agent makes such payment on behalf of the Issuer under Clause 4.4, the Issuer shall be liable on demand by the Agent to pay to the Agent the amount so paid out, together with interest thereon at such a rate as the Agent may certify as the aggregate of 1% per annum and the Agent’s cost of funding any such payment made by it (as determined by the Agent in its sole discretion).

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4.6If at any time the Agent makes a partial payment in respect of any Note presented to it, it shall procure that a statement indicating the date and amount of such payment is written or stamped on the face of such Note.

4.7Payments to holders of the Notes shall not be made to an address or a bank account maintained within the United States; the Notes may not be presented for payment within the United States; and demand for payments under the Notes may not be made within the United States.

5.CANCELLATION, DESTRUCTION, RECORDS AND CUSTODY

5.1All Notes which mature and are paid in full shall be cancelled forthwith by the Agent.  The Agent shall, unless the Issuer otherwise directs, destroy the cancelled Notes, and as soon as reasonably practicable after each maturity date, furnish at the request of the Issuer with particulars of the aggregate principal amount of the Notes maturing on such maturity date which have been destroyed since the last certification so furnished and the series and serial numbers of all such Notes.

5.2The Agent shall keep and make available at all reasonable times to the Issuer a full and complete record of all Notes and of their issue, payment, cancellation and destruction and, in the case of Global Notes, their exchange for Definitive Notes.

5.3The Agent shall maintain in safe custody all forms of Notes delivered to and held by it hereunder and shall ensure that the same are only completed, authenticated and delivered or made available in accordance with the terms hereof.

5.4The Issuer may from time to time with the approval, where appropriate, of the Agent make arrangements as to the replacement of Notes which shall have been lost, stolen, mutilated, defaced or destroyed, including (without limitation) arrangements as to evidence of title, costs, delivery and indemnity.

5.5The Agent shall make available for inspection during its office hours at its specified office copies of this Agreement and the Deed of Covenant.

6.FEES AND EXPENSES

6.1The Issuer undertakes to pay such fees and expenses in respect of the Agent’s services under this Agreement as are set out in a letter of even date herewith from the Agent to the Issuer, at the time and in accordance with the manner stated therein.

6.2The Issuer undertakes to pay all stamp, registration and other taxes and duties (including any interest and penalties thereon or in connection therewith) to which this Agreement or the issue of any Notes may be subject.

6.3The Issuer undertakes to pay on demand all out-of-pocket expenses (including legal, advertising, telex and postage expenses) properly incurred by the Agent in connection with its services under this Agreement.

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7.INDEMNITY

7.1The Issuer undertakes to indemnify and hold harmless the Agent on demand by the Agent against any losses, liabilities, costs, expenses, claims, actions or demands which the Agent may incur or which may be made against the Agent, directly related to the appointment or the exercise of the powers, discretions, authorities and duties of the Agent under this Agreement except such as may result from its own negligence or bad faith or that of its officers, employees or agents or the Agent’s failure to comply with its obligations under this Agreement.  The indemnities contained in this Agreement shall survive the termination or expiry of this Agreement.

7.2The Agent undertakes to indemnify and hold harmless the Issuer on demand by the Issuer against any losses, liabilities, costs, expenses, claims, actions or demands which the Issuer may incur or which may be made against the Issuer as a result of the Agent’s own negligence or bad faith or that of its officers, employees or agents or the Agent’s failure to comply with its obligations under this Agreement.

8.NO LIABILITY FOR CONSEQUENTIAL LOSS

Except in the case of negligence or wilful default, the Agent shall not be liable either for any act or omission under this Agreement, or if any Note shall be lost, stolen, destroyed or damaged.  Notwithstanding the foregoing, under no circumstances will the Agent be liable to the Issuer, nor the Issuer liable to the Agent, for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive damages of any kind whatsoever; in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damage.

9.AGENTS OF THE ISSUER

9.1In acting hereunder and in connection with the Notes, the Agent shall act solely as agent of the Issuer and will not thereby assume any obligations towards or relationship of agency or trust for any holders of Notes, including as a custodian, nominee or otherwise.  Any funds held by the Agent for payments in respect of the Notes need not be segregated from other funds except as required by law.  The Agent shall not be under any liability for interest on any moneys at any time received by it pursuant to any of the provisions of this Agreement or of the Notes.

9.2The Agent may generally engage in any kind of banking or other business with the Issuer notwithstanding its appointments as issue agent and paying agent hereunder.

10.GENERAL

10.1Prior to the first issue of the Notes, the Issuer shall supply to the Agent copies of all condition precedent documents required to be delivered pursuant to the Dealer Agreement.

10.2The Agent shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agent.  The Agent shall not be under any obligation to take any action hereunder which it expects will result in any expense or liability of the Agent, the payment of which within a reasonable time is not, in its opinion, assured to it.

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10.3Except as ordered by a court of competent jurisdiction or as required by law, and notwithstanding any notice to the contrary, the Issuer and the Agent shall be entitled to treat the bearer or holder of any Note as the absolute owner thereof for all purposes and shall not be required to obtain any proof thereof or as to the identity of the bearer or holder.

10.4The Agent may consult with legal and other professional advisers selected in good faith and satisfactory to it and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.

10.5The Agent shall be protected and shall incur no liability for or in respect of any action taken or thing suffered by it in relation to any issue of Notes in reliance upon any Note, notice, direction, consent, certificate, affidavit, statement, telex or other paper or document reasonably believed by it in good faith to be genuine and to have been passed or signed by the proper parties.

11.CHANGES IN AGENT

11.1The Agent may resign its appointment hereunder at any time by giving to the Issuer, and the Issuer may terminate the appointment of the Agent by giving to the Agent, at least 30 days’ written notice to that effect, provided that no such resignation or termination of the appointment of the Agent shall take effect until a successor has been appointed by the Issuer.

11.2The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under Clause 11.1, the Issuer has not appointed a replacement Agent, then the Agent shall be entitled, on behalf of the Issuer, to appoint in its place any reputable financial institution of good standing (subject to the proviso in Clause 12 below) and the Issuer shall not unreasonably object to such appointment.

12.AGENT AS HOLDERS OF NOTES

The Agent and its officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agent would have if it were not the Agent hereunder; provided, however, that none of the Agent, its officers or employees may be a “United States person” as defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”).

13.NOTICES

13.1All notices and other communications hereunder shall, save as otherwise provided in this Agreement, be made in writing and in English (by letter, telex or fax) and shall be sent to the intended recipient at the address, telex or fax number and marked for the attention of the person (if any) from time to time designated by that party to the other parties hereto for such purpose. The initial address, telex and fax number so designated by each party are set out on the signature page of this Agreement.

13.2Any communication from any party to any other under this Agreement shall be effective if sent by letter or fax, upon receipt by the addressee; and if sent by telex, upon receipt

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by the sender of the addressee’s answerback at the end of transmission; provided that any such notice or other communication which would otherwise take effect after 4.00 p.m. on any particular day shall not take effect until 10.00 a.m. on the immediately succeeding business day in the place of the addressee.

14.LAW AND JURISDICTION

14.1This Agreement and the Notes shall be governed by, and construed in accordance with, English law.

14.2The Issuer agrees for the benefit of the Agent that the courts of England shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement (respectively, “Proceedings” and “Disputes”) and, for such purposes, irrevocably submits to the jurisdiction of such courts.

14.3The Issuer irrevocably waives any objection which it might now or hereafter have to the courts of England being nominated as the forum to hear and determine any Proceedings and to settle any Disputes, and agrees not to claim that any such court is not a convenient or appropriate forum.

14.4The Issuer agrees that the process by which any Proceedings in England are begun may be served on it by being delivered to Law Debenture Corporate Services Limited at Fifth Floor, 100 Wood Street, London EC2V 7EX or at its registered office for the time being/its principal place of business in England for the time being/any other address for the time being at which process may be served on it in accordance with Part XXIII of the Companies Act 1985 (as modified or re-enacted from time to time).  If such person is not or ceases to be effectively appointed to accept service of process on the Issuer’s behalf, the Issuer shall, on the written demand of the Agent, appoint a further person in England to accept service of process on its behalf and, failing such appointment within 15 days, the Agent shall be entitled to appoint such a person by written notice to the Issuer.  Nothing in this sub-clause shall affect the right of the Agent to serve process in any other manner permitted by law.

14.5The submission to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the right of the Agent to take Proceedings in any other court of competent jurisdiction, nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by law.

15.RIGHTS OF THIRD PARTIES

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

16.MODIFICATION

This Agreement may be amended by further agreement among the parties hereto and without the consent of holders of the Notes.

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17.COUNTERPARTS

This Agreement may be signed in any number of counterparts, all of which when taken together shall constitute a single agreement.

AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first before written.

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SCHEDULE

FORMS OF NOTE

Form of Multicurrency Global Note
(Interest Bearing/Discounted/Index-Linked)(1)

The Notes covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons.  Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

Any United States person who holds this Note or any Note covered hereby will be subject to limitations under the United States income tax laws, including the limitations provided in sections 165(j) and 1287(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”).  By accepting this Note or any Note covered hereby, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in section 6049(b)(4) of the Code and regulations thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in section 6049(b)(4) of the Code and regulations thereunder).  Terms used in this paragraph have the meanings given to them by the applicable provisions of the Code and the regulations thereunder.

ECOLAB INC.
(incorporated under the laws of the State of Delaware)

No:	Series No.:
Issued in London on:	Maturity Date:
Specified Currency:	Denomination:
Nominal Amount:	Reference Rate: LIBOR/EURIBOR(1)
(words and figures if a Sterling Note)
Calculation Agent:(2)
Fixed Interest Rate:(3)                              %per annum	Margin:(4)                                                                    %
Calculation Agent:(5)	Interest Payment Dates:(6)
(Interest)

1.For value received, ECOLAB INC. (the “Issuer”) promises to pay to the bearer of this Global Note on the above-mentioned Maturity Date:

(1)Delete as appropriate.  The reference rate will be LIBOR unless this Global Note is denominated in euro and the Issuer and the relevant Dealer agree that the reference rate should be EURIBOR.

(2)Complete for index-linked Notes only.

(3)Complete for fixed rate interest bearing Notes only.

(4)Complete for floating rate interest bearing Notes only.

(5)Complete for floating rate interest bearing Notes only.

(6)Complete for interest bearing Notes.

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(a)the above-mentioned Nominal Amount;

(b)if this Global Note is index-linked, an amount (representing either principal or interest) to be calculated by the Calculation Agent named above, in accordance with the redemption or interest calculation, a copy of which is attached to this Global Note and/or is available for inspection at the offices of the Issue and Paying Agent referred to below,

together with interest thereon at the rate and at the times (if any) specified herein.

All such payments shall be made in accordance with a note agency agreement dated 10 June 2003 between the Issuer and the issue and paying agent referred to therein, a copy of which is available for inspection at the offices of Citibank N.A. (the “Issue and Paying Agent”) at 5 Carmelite Street, London EC4Y 0PA, and subject to and in accordance with the terms and conditions set forth below.  All such payments shall be made upon presentation and surrender of this Global Note at the offices of the Issue and Paying Agent referred to above by transfer to an account denominated in the above-mentioned Specified Currency maintained by the bearer in the principal financial centre in the country of that currency or, in the case of a Global Note denominated in euro, by euro cheque drawn on, or by transfer to a euro account (or any other account to which euro may be credited or transferred) maintained by the payee with, a bank in the principal financial centre of any member state of the European Union. If, as was agreed by the EU Council of Economic and Finance Ministers on 21 January 2003, the new directive on the taxation of savings income is implemented, the Issuer will ensure that it maintains an issue and paying agent in a member state of the European Union that will not be obliged to withhold or deduct tax pursuant to such directive or any law implementing or complying with, or introduced to conform to, such directive (if such a member state of the European Union exists.  Payments to the bearer of this Global Note shall not be made to an address or a bank account maintained within the United States, the Notes may not be presented for payment within the United States, and demand for payments under the Notes may not be made within the United States.

2.This Global Note is issued in representation of an issue of Notes in the above-mentioned aggregate Nominal Amount.

3.All payments in respect of this Global Note by or on behalf of the Issuer shall be made without set-off, counterclaim, fees, liabilities or similar deductions and free and clear of, and without deduction or withholding for or on account of, taxes, levies, duties, assessments or charges of any nature now or hereafter imposed, levied, collected, withheld or assessed in any jurisdiction through, in or from which such payments are made or any political subdivision or taxing authority of or in any of the foregoing (“Taxes”).  If the Issuer or any agent thereof is required by law or regulation to make any deduction or withholding for or on account of Taxes, the Issuer shall, to the extent permitted by applicable law or regulation, pay such additional amounts as shall be necessary in order that the net amounts received by the bearer of this Global Note after such deduction or withholding shall equal the amount which would have been receivable hereunder in the absence of such deduction or withholding, except that no such additional amounts shall be payable where this Global Note is presented for payment:

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(a)by or on behalf of a holder which is liable to such Taxes by reason of its having some connection with the jurisdiction imposing the Taxes other than the mere holding of this Global Note; or

(b)where such deduction or withholding is imposed on a payment to an individual and is required to be made pursuant to any European Union directive on the taxation of savings (as was agreed by the EU Council of Economic and Finance Ministers on 21 January 2003) or any law implementing or complying with, or introduced in order to conform to, such directive; or

(c)by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting this Global Note to another issue and paying agent in a member state of the European Union; or

(d)more than 15 days after the Maturity Date or, if applicable, the relevant Interest Payment Date or (in either case) the date on which payment hereof is duly provided for, whichever occurs later, except to the extent that the holder would have been entitled to such additional amounts if it had presented this Global Note on the last day of such period of 15 days.

4.The payment obligation of the Issuer represented by this Global Note constitutes and at all times shall constitute a direct and unsecured obligation of the Issuer ranking pari passu with all present and future unsecured and unsubordinated indebtedness of the Issuer other than obligations preferred by mandatory provisions of law.

5.If the Maturity Date or, if applicable, the relevant Interest Payment Date is not a Payment Business Day (as defined herein) payment in respect hereof will not be made and credit or transfer instructions shall not be given until the next following Payment Business Day (provided that, if such postponed payment would have the effect of extending the tenor of the relevant Note to more than 183 days, payment will be made and credit and transfer instructions will be given, on the immediately preceding Payment Business Day) and the bearer of this Global Note shall not be entitled to any adjustment to interest or other sums in respect of such payment.

As used in this Global Note:

“Payment Business Day” means any day other than a Saturday or Sunday which is both (A) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in the relevant place of presentation, and (B) either (i) if the above-mentioned Specified Currency is any currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in both London and the principal financial centre of the country of the relevant Specified Currency or (ii) if the above-mentioned Specified Currency is euro, a day which is a TARGET Business Day; and

16

“TARGET Business Day” means a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) System, or any successor thereto, is operating credit or transfer instructions in respect of payments in euro.

6.This Global Note is negotiable and, accordingly, title hereto shall pass by delivery and the bearer shall be treated as being absolutely entitled to receive payment upon due presentation hereof (notwithstanding any notation of ownership or other writing thereon or notice of any previous loss or theft thereof).

7.This Global Note is issued in respect of an issue of Notes of the Issuer and is exchangeable in whole (but not in part only) for duly executed and authenticated bearer Notes in definitive form (whether before, on or, subject as provided below, after the Maturity Date) only:

(a)if the clearing system(s) in which this Global Note is held at the relevant time is closed for a continuous period of 14 days or more (other than by reason of weekends or public holidays, statutory or otherwise); or

(b)if default is made in the payment of any amount payable in respect of this Global Note.

Upon presentation and surrender of this Global Note during normal business hours to the Issuer at the offices of the Issue and Paying Agent (or to any other person or at any other office outside the United States as may be designated in writing by the Issuer to the bearer), the Issue and Paying Agent shall authenticate and deliver, in exchange for this Global Note, bearer definitive notes denominated in the above-mentioned Specified Currency in an aggregate nominal amount equal to the Nominal Amount of this Global Note.

8.If, upon any such default and following such surrender, definitive Notes are not issued in full exchange for this Global Note before 5.00 p.m. (London time) on the thirtieth day after surrender, this Global Note (including the obligation hereunder to issue definitive notes) will become void and the bearer will have no further rights under this Global Note (but without prejudice to the rights which the bearer or any other person may have under a Deed of Covenant dated 10 June 2003, entered into by the Issuer).

9.If this is an interest bearing Global Note, then:

(a)notwithstanding the provisions of paragraph 1 above, if any payment of interest in respect of this Global Note falling due for payment prior to the above-mentioned Maturity Date remains unpaid on the fifteenth day after falling so due, the amount referred to in part (a) or (b) (as the case may be) of paragraph 1 shall be payable on such fifteenth day; and

(b)upon each payment of interest (if any) prior to the Maturity Date in respect of this Global Note, the Schedule hereto shall be duly completed by the Issue and Paying Agent to reflect such payment.

10.If this is a fixed rate interest bearing Global Note, interest shall be calculated on the Nominal Amount as follows:

17

(a)interest shall be payable on the Nominal Amount in respect of each successive Interest Period (as defined below) from the Issue Date to the Maturity Date only, in arrear on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 360 days or, if this Global Note is denominated in Sterling, 365 days at the above-mentioned Fixed Interest Rate with the resulting figure being rounded to the nearest amount of the above-mentioned Specified Currency which is available as legal tender in the country or countries (in the case of the euro) of the Specified Currency (with halves being rounded upwards); and

(b)the period beginning on the Issue Date and ending on the first Interest Payment Date and each successive period beginning on an Interest Payment Date and ending on the next succeeding Interest Payment Date is an “Interest Period” for the purposes of this paragraph.

11.If this is a floating rate interest bearing Global Note, interest shall be calculated on the Nominal Amount as follows:

(a)in the case of a Global Note which specifies LIBOR as the Reference Rate on its face, the Rate of Interest will be the aggregate of LIBOR and the above-mentioned Margin (if any) above or below LIBOR.  Interest shall be payable on the Nominal Amount in respect of each successive Interest Period (as defined below) from the Issue Date to the Maturity Date only, in arrear on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 360 days or, if this Global Note is denominated in Sterling, 365 days.

As used in this Global Note:

“LIBOR” shall be equal to the rate defined as “LIBOR-BBA” in respect of the above-mentioned Specified Currency (as defined in the 2000 ISDA Definitions published by the International Swaps and Derivatives Association, Inc., as amended, updated or replaced as at the date of this Global Note, (the “ISDA Definitions”)) as at 11.00 a.m. (London time) or as near thereto as practicable on the second London Banking Day before the first day of the relevant Interest Period or, if this Global Note is denominated in Sterling, on the first day thereof (a “LIBOR Interest Determination Date”); and

“London Banking Day” shall mean a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London;

(b)in the case of a Global Note which specifies EURIBOR as the Reference Rate on its face, the Rate of Interest will be the aggregate of EURIBOR and the above-mentioned Margin (if any) above or below EURIBOR.  Interest shall be payable on the Nominal Amount in respect of each successive Interest Period (as defined below) from the Issue Date to the Maturity Date only, in arrear on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 360 days.

18

As used in this Global Note, “EURIBOR” shall be equal to EUR-EURIBOR-Telerate (as defined in the ISDA Definitions) as at 11.00 a.m. (Brussels time) or as near thereto as practicable on the second TARGET Business Day before the first day of the relevant Interest Period (a “EURIBOR Interest Determination Date”);

(c)the Calculation Agent will, as soon as practicable after 11.00 a.m. (London time) on each LIBOR Interest Determination Date or 11.00 a.m. (Brussels time) on each EURIBOR Interest Determination Date (as the case may be), determine the Rate of Interest and calculate the amount of interest payable (the “Amount of Interest”) for the relevant Interest Period. “Rate of Interest” means (A) if the Reference Rate is EURIBOR, the rate which is determined in accordance with the provisions of paragraph 11(b), and (B) in any other case, the rate which is determined in accordance with the provisions of paragraph 11(a).  The Amount of Interest shall be calculated by applying the Rate of Interest to the Nominal Amount of one Note of each denomination, multiplying such product by the actual number of days in the Interest Period concerned divided by 360 or, if this Global Note is denominated in Sterling, by 365 and rounding the resulting figure to the nearest amount of the above-mentioned Specified Currency which is available as legal tender in the country or countries (in the case of the euro) of the Specified Currency (with halves being rounded upwards).  The determination of the Rate of Interest and the Amount of Interest by the Calculation Agent named above shall (in the absence of manifest error) be final and binding upon all parties;

(d)a certificate of the Calculation Agent as to the Rate of Interest payable hereon for any Interest Period shall be conclusive and binding as between the Issuer and the bearer hereof;

(e)the period beginning on the Issue Date and ending on the first Interest Payment Date and each successive period beginning on an Interest Payment Date and ending on the next succeeding Interest Payment Date is called an “Interest Period” for the purposes of this paragraph 11; and

(f)the Issuer will procure that a notice specifying the Rate of Interest payable in respect of each Interest Period be published as soon as practicable after the determination of the Rate of Interest.  Such notice will be delivered to the clearing system(s) in which this Global Note is held at the relevant time or, if this Global Note has been exchanged for bearer definitive Notes pursuant to paragraph 7, will be published in a leading English language daily newspaper published in London (which is expected to be the Financial Times).

12.Instructions for payment must be received at the offices of the Issue and Paying Agent referred to above together with this Global Note as follows:

(a)if this Global Note is denominated in Japanese Yen, at least two Business Days prior to the relevant payment date;

19

(b)if this Global Note is denominated in United States dollars or Sterling, on or prior to the relevant payment date; and

(c)in all other cases, at least one Business Day prior to the relevant payment date.

As used in this paragraph, “Business Day” means:

(i)a day other than a Saturday or Sunday on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London; and

(ii)in the case of payments in euro, a TARGET Business Day and, in all other cases, a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in the principal financial centre in the country of the above-mentioned Specified Currency.

13.This Global Note shall not be validly issued unless manually authenticated by Citibank, N.A. as Issue and Paying Agent.

14.This Global Note and all matters arising from or connected with it are governed by, and shall be construed in accordance with, English law.

15.

(a)English courts:  The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising from or connected with this Global Note.

(b)Appropriate forum:  The Issuer agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary.

(c)Rights of the bearer to take proceedings outside England:  Clause 15(a) (English courts) is for the benefit of the bearer only.  As a result, nothing in this clause 15 prevents the bearer from taking proceedings relating to a Dispute (“Proceedings”) in any other courts with jurisdiction.  To the extent allowed by law, the bearer may take concurrent Proceedings in any number of jurisdictions.

(d)Process agent:  The Issuer agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to Law Debenture Corporate Services Limited at Fifth Floor, 100 Wood Street, London EC2V 7EX or, if different, its registered office for the time being or at any address of the Issuer in Great Britain at which process may be served on it in accordance with Part XXIII of the Companies Act 1985.  If such person is not or ceases to be effectively appointed to accept service of process on behalf of the Issuer, the Issuer shall, on the written demand of the bearer addressed to the Issuer and delivered to the Issuer or to the Specified Office of the Issue and Paying Agent appoint a further person in England to accept service of process on its behalf and, failing such appointment within 15 days, the bearer shall be entitled to appoint such a person by written notice addressed to the Issuer and delivered to

20

the Issuer or to the Specified Office of the Issue and Paying Agent.  Nothing in this paragraph shall affect the right of the bearer to serve process in any other manner permitted by law.  This clause applies to Proceedings in England and to Proceedings elsewhere.

16.No person shall have any right to enforce any provision of this Note under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

AUTHENTICATED by		Signed on behalf of:
CITIBANK, N.A.		ECOLAB INC.
without recourse, warranty or liability and for authentication purposes only
By:		By:
	(Authorised Signatory)		(Authorised Signatory)

21

SCHEDULE
Payments of Interest

The following payments of interest in respect of this Global Note have been made:

Date
Made Payment
From Payment
To Amount
Paid Notation
on behalf
of Issue and
Paying
Agent

22

Pro-forma Redemption or Interest Calculation
(Index linked Global Note)

This is the Redemption or Interest Calculation relating to the attached index-linked Global Note:

Calculation Date:
Calculation Agent:
Redemption Amount:	to be calculated by the Calculation Agent as follows:
	[Insert particulars of index and redemption calculation]
	[Indicate whether the calculation refers to principal or coupon]
Confirmed:
For ECOLAB INC.

Note:The Calculation Agent is required to notify the Issue and Paying Agent for the Notes of the Redemption Amount immediately upon completing its calculation of the same.

23

Form of Multicurrency Definitive Note
(Interest Bearing/Discounted/Index-Linked) (Non-Sterling)

The Note covered hereby has not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons.  Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

Any United States person who holds this Note or any Note covered hereby will be subject to limitations under the United States income tax laws, including the limitations provided in sections 165(j) and 1287(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”).  By accepting this Note or any Note covered hereby, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in section 6049(b)(4) of the Code and regulations thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in section 6049(b)(4) of the Code and regulations thereunder).  Terms used in this paragraph have the meanings given to them by the applicable provisions of the Code and the regulations thereunder.

ECOLAB INC.
(incorporated under the laws of the State of Delaware)

No:	Series No.:
Issued in London on:	Maturity Date:
Specified Currency:	Denomination:
Nominal Amount:	Reference Rate:(4)                   months LIBOR/EURIBOR(1)
Calculation Agent:(2)	Fixed Interest Rate:(3)                                         %per annum
(Principal)
Margin:(4)                                                %	Calculation Agent:(4)
	(Interest)
Interest Payment Dates:(5)

(1)Delete as appropriate.  The reference rate will be LIBOR unless this Global Note is denominated in euro and the Issuer and the relevant Dealer agree that the reference rate should be EURIBOR.

(2)Complete for index-linked Notes only.

(3)Complete for fixed rate interest bearing Notes only.

(4)Complete for floating rate interest bearing Notes only.

(5)Complete for floating rate interest bearing Notes only.

24

1.For value received, ECOLAB INC. (the “Issuer”) promises to pay to the bearer of this Note on the above-mentioned Maturity Date:

(a)the above-mentioned Nominal Amount; or

(b)if this Note is index-linked, an amount (representing either principal or interest) to be calculated by the Calculation Agent named above, in accordance with the redemption or interest calculation, a copy of which is attached to this Note and/or is available for inspection at the offices of the Issue and Paying Agent referred to below,

together with interest thereon at the rate and at the times (if any) specified herein.

All such payments shall be made in accordance with a note agency agreement dated 10 June 2003 between the Issuer and the issue and paying agent referred to therein, a copy of which is available for inspection at the offices of Citibank, N.A. (the “Issue and Paying Agent”) at 5 Carmelite Street, London EC4Y 0PA, and subject to and in accordance with the terms and conditions set forth below.  All such payments shall be made upon presentation and surrender of this Note at the offices of the Issue and Paying Agent referred to above by transfer to an account denominated in the above-mentioned Specified Currency maintained by the bearer in the principal financial centre in the country of that currency or, in the case of a Note denominated in euro, by euro cheque drawn on, or by transfer to a euro account (or any other account to which euro may be credited or transferred) maintained by the payee with, a bank in the principal financial centre of any member state of the European Union. If, as was agreed by the EU Council of Economic and Finance Ministers on 21 January 2003, the new directive on the taxation of savings income is implemented, the Issuer will ensure that it maintains an issue and paying agent in a member state of the European Union that will not be obliged to withhold or deduct tax pursuant to such directive or any law implementing or complying with, or introduced to conform to, such directive (if such a member state of the European Union exists).  Payments to the bearer of this Note shall not be made to an address or a bank account maintained within the United States, the Notes may not be presented for payment within the United States, and demand for payments under the Notes may not be made within the United States.

2.All payments in respect of this Note by or on behalf of the Issuer shall be made without set-off, counterclaim, fees, liabilities or similar deductions and free and clear of, and without deduction or withholding for or on account of, taxes, levies, duties, assessments or charges of any nature now or hereafter imposed, levied, collected, withheld or assessed in any jurisdiction through, in or from which such payments are made or any political subdivision or taxing authority of or in any of the foregoing (“Taxes”).  If the Issuer or any agent thereof is required by law or regulation to make any deduction or withholding for or on account of Taxes, the Issuer shall, to the extent permitted by applicable law or regulation, pay such additional amounts as shall be necessary in order that the net amounts received by the bearer of this Note after such deduction or withholding shall equal the amount which would have been receivable hereunder in the absence of such deduction or withholding, except that no such additional amounts shall be payable where this Note is presented for payment:

25

(a)by or on behalf of a holder which is liable to such Taxes by reason of its having some connection with the jurisdiction imposing the Taxes other than the mere holding of this Note; or

(b)where such deduction or withholding is imposed on a payment to an individual and is required to be made pursuant to any European Union directive on the taxation of savings (as was agreed by the EU Council of Economic and Finance Ministers on 21 January 2003) or any law implementing or complying with, or introduced in order to conform to, such directive; or

(c)by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another issue and paying agent in a member state of the European Union; or

(d)more than 15 days after the Maturity Date or, if applicable, the relevant Interest Payment Date or (in either case) the date on which payment hereof is duly provided for, whichever occurs later, except to the extent that the holder would have been entitled to such additional amounts if it had presented this Note on the last day of such period of 15 days.

3.The payment obligation of the Issuer represented by this Note constitutes and at all times shall constitute a direct and unsecured obligation of the Issuer ranking pari passu with all present and future unsecured and unsubordinated indebtedness of the Issuer other than obligations preferred by mandatory provisions of law.

4.If the Maturity Date or, if applicable, the relevant Interest Payment Date is not a Payment Business Day (as defined herein) payment in respect hereof will not be made and credit or transfer instructions shall not be given until the next following Payment Business Day (provided that, if such postponed payment would have the effect of extending the tenor of the relevant Note to more than 183 days, payment will be made and credit and transfer instructions will be given, on the immediately preceding Payment Business Day) and the bearer of this Note shall not be entitled to any adjustment to interest or other sums in respect of such payment.

As used in this Note:

“Payment Business Day” means any day other than a Saturday or Sunday which is both (A) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in the relevant place of presentation, and (B) either (i) if the above-mentioned Specified Currency is any currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in both London and the principal financial centre of the country of the relevant Specified Currency or (ii) if the above-mentioned Specified Currency is euro, a day which is a TARGET Business Day; and

26

“TARGET Business Day” means a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) System, or any successor thereto, is operating credit or transfer instructions in respect of payments in euro.

5.This Note is negotiable and, accordingly, title hereto shall pass by delivery and the bearer shall be treated as being absolutely entitled to receive payment upon due presentation hereof (notwithstanding any notation of ownership or other writing thereon or notice of any previous loss or theft thereof).

6.If this is an interest bearing Note, then:

(a)           notwithstanding the provisions of paragraph 1 above, if any payment of interest in respect of this Note falling due for payment prior to the above-mentioned Maturity Date remains unpaid on the fifteenth day after falling so due, the amount referred to in part (a) or (b) (as the case may be) of paragraph 1 shall be payable on such fifteenth day; and

(b)upon each payment of interest (if any) prior to the Maturity Date in respect of this Note, the Schedule hereto shall be duly completed by the Issue and Paying Agent to reflect such payment.

7.If this is a fixed rate interest bearing Note, interest shall be calculated on the Nominal Amount as follows:

(a)interest shall be payable on the Nominal Amount in respect of each successive Interest Period (as defined below) from the Issue Date to the Maturity Date only, in arrear on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 360 days at the above-mentioned Fixed Interest Rate with the resulting figure being rounded to the nearest amount of the above-mentioned Specified Currency which is available as legal tender in the country or countries (in the case of the euro) of the Specified Currency (with halves being rounded upwards); and

(b)the period beginning on the Issue Date and ending on the first Interest Payment Date and each successive period beginning on an Interest Payment Date and ending on the next succeeding Interest Payment Date is an “Interest Period” for the purposes of this paragraph.

8.If this is a floating rate interest bearing Note, interest shall be calculated on the Nominal Amount as follows:

(a)in the case of a Note which specifies LIBOR as the Reference Rate on its face, the Rate of Interest will be the aggregate of LIBOR and the above-mentioned Margin (if any) above or below LIBOR.  Interest shall be payable on the Nominal Amount in respect of each successive Interest Period (as defined below) from the Issue Date to the Maturity Date only, in arrear on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 360 days.

As used in this Note:

27

“LIBOR” shall be equal to the rate defined as “LIBOR-BBA” in respect of the above-mentioned Specified Currency (as defined in the 2000 ISDA Definitions published by the International Swaps and Derivatives Association, Inc., as amended, updated or replaced as at the date of this Note, (the “ISDA Definitions”)) as at 11.00 a.m. (London time) or as near thereto as practicable on the second London Banking Day before the first day of the relevant Interest Period (a “LIBOR Interest Determination Date”), as if the Reset Date (as defined in the ISDA Definitions) were the first day of such Interest Period and the Designated Maturity (as defined in the ISDA Definitions) were the number of months specified on the face of this Note in relation to the Reference Rate; and

“London Banking Day” shall mean a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London;

(b)in the case of a Note which specifies EURIBOR as the Reference Rate on its face, the Rate of Interest will be the aggregate of EURIBOR and the above-mentioned Margin (if any) above or below EURIBOR.  Interest shall be payable on the Nominal Amount in respect of each successive Interest Period (as defined below) from the Issue Date to the Maturity Date only, in arrear on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 360 days.

As used in this Note, “EURIBOR” shall be equal to EUR-EURIBOR-Telerate (as defined in the ISDA Definitions) as at 11.00 a.m. (Brussels time) or as near thereto as practicable on the second TARGET Business Day before the first day of the relevant Interest Period (a “EURIBOR Interest Determination Date”), as if the Reset Date (as defined in the ISDA Definitions) were the first day of such Interest Period and the Designated Maturity (as defined in the ISDA Definitions) were the number of months specified on the face of this Note in relation to the Reference Rate;

(c)the Calculation Agent will, as soon as practicable after 11.00 a.m. (London time) on each LIBOR Interest Determination Date or 11.00 a.m. (Brussels time) on each EURIBOR Interest Determination Date (as the case may be), determine the Rate of Interest and calculate the amount of interest payable (the “Amount of Interest”) for the relevant Interest Period. “Rate of Interest” means (A) if the Reference Rate is EURIBOR, the rate which is determined in accordance with the provisions of paragraph 8(b), and (B) in any other case, the rate which is determined in accordance with the provisions of paragraph 8(a).  The Amount of Interest shall be calculated by applying the Rate of Interest to the Nominal Amount of one Note of each denomination, multiplying such product by the actual number of days in the Interest Period concerned divided by 360 and rounding the resulting figure to the nearest amount of the above-mentioned Specified Currency which is available as legal tender in the country or countries (in the case of the euro) of the Specified Currency (with halves being rounded upwards).  The determination of the Rate of Interest and the Amount of Interest

28

by the Calculation Agent named above shall (in the absence of manifest error) be final and binding upon all parties;

(d)a certificate of the Calculation Agent as to the Rate of Interest payable hereon for any Interest Period shall be conclusive and binding as between the Issuer and the bearer hereof;

(e)the period beginning on the Issue Date and ending on the first Interest Payment Date and each successive period beginning on an Interest Payment Date and ending on the next succeeding Interest Payment Date is called an “Interest Period” for the purposes of this paragraph 8; and

(f)the Issuer will procure that a notice specifying the Rate of Interest payable in respect of each Interest Period be published as soon as practicable after the determination of the Rate of Interest.  Such notice will be delivered to the bearer of this Note, or if that is not practicable, will be published in a leading English language daily newspaper published in London (which is expected to be the Financial Times).

9.Instructions for payment must be received at the offices of the Issue and Paying Agent referred to above together with this Note as follows:

(a)if this Note is denominated in Japanese Yen, at least two Business Days prior to the relevant payment date;

(b)if this Note is denominated in United States dollars, on or prior to the relevant payment date; and

(c)in all other cases, at least one Business Day prior to the relevant payment date.

As used in this paragraph, “Business Day” means:

(i)a day other than a Saturday or Sunday on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London; and

(ii)in the case of payments in euro, a TARGET Business Day and, in all other cases, a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in the principal financial centre in the country of the above-mentioned Specified Currency.

10.This Note shall not be validly issued unless manually authenticated by Citibank, N.A. as Issue and Paying Agent.

11.This Note and all matters arising from or connected with it are governed by, and shall be construed in accordance with, English law.

12.

(a)English courts:  The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising from or connected with this Note.

29

(b)Appropriate forum:  The Issuer agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary.

(c)Rights of the bearer to take proceedings outside England:  Clause 12(a) (English courts) is for the benefit of the bearer only As a result, nothing in this clause 12 prevents the bearer from taking proceedings relating to a Dispute (“Proceedings”) in any other courts with jurisdiction.  To the extent allowed by law, the bearer may take concurrent Proceedings in any number of jurisdictions.

(d)Process agent:  The Issuer agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to Law Debenture Corporate Services Limited at Fifth Floor, 100 Wood Street, London EC2V 7EX or, if different, its registered office for the time being or at any address of the Issuer in Great Britain at which process may be served on it in accordance with Part XXIII of the Companies Act 1985.  If such person is not or ceases to be effectively appointed to accept service of process on behalf of the Issuer, the Issuer shall, on the written demand of the bearer addressed to the Issuer and delivered to the Issuer or to the Specified Office of the Issue and Paying Agent appoint a further person in England to accept service of process on its behalf and, failing such appointment within 15 days, the bearer shall be entitled to appoint such a person by written notice addressed to the Issuer and delivered to the Issuer or to the Specified Office of the Issue and Paying Agent.  Nothing in this paragraph shall affect the right of the bearer to serve process in any other manner permitted by law.  This clause applies to Proceedings in England and to Proceedings elsewhere.

13.No person shall have any right to enforce any provision of this Note under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

AUTHENTICATED by		Signed on behalf of:
CITIBANK, N.A.		ECOLAB INC.
without recourse, warranty or liability and for authentication purposes only
By:		By:
	(Authorised Signatory)		(Authorised Signatory)

30

SCHEDULE
Payments of Interest

The following payments of interest in respect of this Note have been made:

Date
Made Payment
From Payment
To Amount
Paid Notation
on behalf
of Issue and
Paying
Agent

31

Pro-forma Redemption or Interest Calculation
(Index linked Note)

This is the Redemption or Interest Calculation relating to the attached index-linked Note:

Calculation Date:
Calculation Agent:
Redemption Amount:	to be calculated by the Calculation Agent as follows:
	[Insert particulars of index and redemption calculation]
	[Indicate whether the calculation refers to principal or coupon]
Confirmed:
For ECOLAB INC.

Note:The Calculation Agent is required to notify the Issue and Paying Agent for the Notes of the Redemption Amount immediately upon completing its calculation of the same.

32

Form of Definitive Note
(for use where the Issuer accepts the
proceeds of issue in the United Kingdom)

The Note covered hereby has not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons.  Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

Any United States person who holds this Note or any Note covered hereby will be subject to limitations under the United States income tax laws, including the limitations provided in sections 165(j) and 1287(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”).  By accepting this Note or any Note covered hereby, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in section 6049(b)(4) of the Code and regulations thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in section 6049(b)(4) of the Code and regulations thereunder).  Terms used in this paragraph have the meanings given to them by the applicable provisions of the Code and the regulations thereunder.

£[500,000][1,000,000]

ECOLAB INC.
(incorporated under the laws of the State of Delaware)

No:	Series No.:
Issued in London on:	Maturity Date:
Denomination:	Nominal Amount:(1)
	(words and figures)
Reference Rate:(2)                                      months LIBOR	Calculation Agent:(3)
	(Principal)
Fixed Interest Rate:(4)                                  %per annum	Margin:(5)                                                                             %
Calculation Agent:(6)	Interest Payment Dates:(7)
(Interest)	(Interest)

(1)Complete for Notes other than index-linked Notes.

(2)Complete for floating rate interest bearing Notes only.

(3)Complete for index-linked Notes only.

(4)Complete for fixed rate interest bearing Notes only.

(5)Complete for floating rate interest bearing Notes only.

(6)Complete for floating rate interest bearing Notes only.

(7)Complete for interest bearing Notes if interest is payable before the Maturity Date.

33

1.For value received, ECOLAB INC. (the “Issuer”) promises to pay to the bearer of this Note on the above-mentioned Maturity Date:

(a)the above-mentioned Nominal Amount; or

(b)if this Note is index-linked, an amount (representing either principal or interest) to be calculated by the Calculation Agent named above, in accordance with the redemption or interest calculation, a copy of which is attached to this Note and/or is available for inspection at the offices of the Issue and Paying Agent referred to below,

together with interest thereon at the rate and at the times (if any) specified on the reverse of this Note.

All such payments shall be made in accordance with a note agency agreement dated 10 June 2003 between the Issuer and the issue and paying agent referred to therein, a copy of which is available for inspection at the offices of Citibank, N.A. (the “Issue and Paying Agent”) at 5 Carmelite Street, London EC4Y 0PA, and subject to and in accordance with the terms and conditions set forth below.  All such payments shall be made upon presentation and surrender of this Note at the offices of the Issue and Paying Agent referred to above by transfer to a sterling account maintained by the bearer in London.  If, as was agreed by the EU Council of Economic and Finance Ministers on 21 January 2003, the new directive on the taxation of savings income is implemented, the Issuer will ensure that it maintains an issue and paying agent in a member state of the European Union that will not be obliged to withhold or deduct tax pursuant to such directive or any law implementing or complying with, or introduced to conform to, such directive (if such a member state of the European Union exists).  Payments to the bearer of this Note shall not be made to an address or a bank account maintained within the United States, the Notes may not be presented for payment within the United States, and demand for payments under the Notes may not be made within the United States.

2.All payments in respect of this Note by or on behalf of the Issuer shall be made without set-off, counterclaim, fees, liabilities or similar deductions and free and clear of, and without deduction or withholding for or on account of, taxes, levies, duties, assessments or charges of any nature now or hereafter imposed, levied, collected, withheld or assessed in any jurisdiction through, in or from which such payments are made or any political subdivision or taxing authority of or in any of the foregoing (“Taxes”).  If the Issuer or any agent thereof is required by law or regulation to make any deduction or withholding for or on account of Taxes, the Issuer shall, to the extent permitted by applicable law or regulation, pay such additional amounts as shall be necessary in order that the net amounts received by the bearer of this Note after such deduction or withholding shall equal the amount which would have been receivable hereunder in the absence of such deduction or withholding, except that no such additional amounts shall be payable where this Note is presented for payment:

(a)by or on behalf of a holder which is liable to such Taxes by reason of its having some connection with the jurisdiction imposing the Taxes other than the mere holding of this Note; or

34

(b)where such deduction or withholding is imposed on a payment to an individual and is required to be made pursuant to any European Union directive on the taxation of savings (as was agreed by the EU Council of Economic and Finance Ministers on 21 January 2003) any law implementing or complying with, or introduced in order to conform to, such directive; or

(c)by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another issue and paying agent in a member state of the European Union, or

(d)more than 15 days after the Maturity Date or, if applicable, the relevant Interest Payment Date or (in either case) the date on which payment hereof is duly provided for, whichever occurs later, except to the extent that the holder would have been entitled to such additional amounts if it had presented this note on the last day of each 15 day period.

3.The payment obligation of the Issuer represented by this Note constitutes and at all times shall constitute a direct and unsecured obligation of the Issuer ranking pari passu with all present and future unsecured and unsubordinated indebtedness of the Issuer other than obligations preferred by mandatory provisions of law.

4.If the Maturity Date or, if applicable, the relevant Interest Payment Date is not a Payment Business Day (as defined herein) payment in respect hereof will not be made and credit or transfer instructions shall not be given until the next following Payment Business Day (provided that, if such postponed payment would have the effect of extending the tenor of the relevant Note to more than 183 days, payment will be made and credit and transfer instructions will be given, on the immediately preceding Payment Business Day) and the bearer of this Note shall not be entitled to any adjustment to interest or other sums in respect of such payment.  As used in this Note, “Payment Business Day” means any day other than a Saturday or Sunday which is a day on which commercial banks and foreign exchange markets settle payments and are open for general business in London and in the place of payment.

5.This Note is negotiable and, accordingly, title hereto shall pass by delivery and the bearer shall be treated as being absolutely entitled to receive payment upon due presentation hereof (notwithstanding any notation of ownership or other writing thereon or notice of any previous loss or theft thereof).

6.This Note shall not be validly issued unless manually authenticated by Citibank, N.A. as Issue and Paying Agent.

7.This Note and all matters arising from or connected with it are governed by, and shall be construed in accordance with, English law.

8.

(a)English courts:  The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising from or connected with this Note.

35

(b)Appropriate forum:  The Issuer agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary.

(c)Rights of the bearer to take proceedings outside England:  Clause 8(a) (English courts) is for the benefit of the bearer only.  As a result, nothing in this clause 8 prevents the bearer from taking proceedings relating to a Dispute (“Proceedings”) in any other courts with jurisdiction.  To the extent allowed by law, the bearer may take concurrent Proceedings in any number of jurisdictions.

(d)Process agent:  The Issuer agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to Law Debenture Corporate Services Limited at Fifth Floor, 100 Wood Street, London EC2V 7EX or, if different, its registered office for the time being or at any address of the Issuer in Great Britain at which process may be served on it in accordance with Part XXIII of the Companies Act 1985.  If such person is not or ceases to be effectively appointed to accept service of process on behalf of the Issuer, the Issuer shall, on the written demand of the bearer addressed to the Issuer and delivered to the Issuer or to the Specified Office of the Issue and Paying Agent appoint a further person in England to accept service of process on its behalf and, failing such appointment within 15 days, the bearer shall be entitled to appoint such a person by written notice addressed to the Issuer and delivered to the Issuer or to the Specified Office of the Issue and Paying Agent.  Nothing in this paragraph shall affect the right of the bearer to serve process in any other manner permitted by law.  This clause applies to Proceedings in England and to Proceedings elsewhere.

9.             No person shall have any right to enforce any provision of this Note under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

AUTHENTICATED by		Signed on behalf of:
CITIBANK, N.A.		ECOLAB INC.
without recourse, warranty or liability and for authentication purposes only
By:		By:
	(Authorised Signatory)		(Authorised Signatory)
By:
	(Authorised Signatory)

36

[On the Reverse]

(A)If this is an interest bearing Note, then:

(a)notwithstanding the provisions of paragraph 1 above, if any payment of interest in respect of this Note falling due for payment prior to the above-mentioned Maturity Date remains unpaid on the fifteenth day after falling so due, the amount referred to in part (a) or (b) (as the case may be) of paragraph 1 shall be payable on such fifteenth day; and

(b)upon each payment of interest (if any) prior to the Maturity Date in respect of this Note, the Schedule hereto shall be duly completed by the Issue and Paying Agent to reflect such payment.

(B)If this is a fixed rate interest bearing Note, interest shall be calculated on the Nominal Amount as follows:

(a)interest shall be payable on the Nominal Amount in respect of each successive Interest Period (as defined below) from the Issue Date to the Maturity Date only, in arrear on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 365 days at the above-mentioned Fixed Interest Rate with the resulting figure being rounded to the nearest penny (with halves being rounded upwards); and

(b)the period beginning on the Issue Date and ending on the first Interest Payment Date and each successive period beginning on an Interest Payment Date and ending on the next succeeding Interest Payment Date is an “Interest Period” for the purposes of this paragraph (B).

(C)If this is a floating rate interest bearing Note, interest shall be calculated on the Nominal Amount as follows:

(a)the Rate of Interest will be the aggregate of LIBOR and the above-mentioned Margin (if any) above or below LIBOR.  Interest shall be payable on the Nominal Amount in respect of each successive Interest Period (as defined below) from the Issue Date to the Maturity Date only, in arrear on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 365 days.  As used in this Note, “LIBOR” shall be equal to the rate defined as “LIBOR-BBA” in respect of Sterling (as defined in the 2000 ISDA Definitions published by the International Swaps and Derivatives Association, Inc., as amended, updated or replaced as at the date of this Note (the “ISDA Definitions”)) as at 11.00 a.m. (London time) or as near thereto as practicable on the first day of the relevant Interest Period (the “LIBOR Interest Determination Date”), as if the Reset Date (as defined in the ISDA Definitions) were the first day of such Interest Period and the Designated Maturity (as defined in the ISDA Definitions) were the number of months specified on the face of this Note in relation to the Reference Rate;

(b)the Calculation Agent will, as soon as practicable after 11.00 a.m. (London time) on the LIBOR Interest Determination Date, determine the Rate of Interest

37

and calculate the amount of interest payable (the “Amount of Interest”) for the relevant Interest Period.  “Rate of Interest” means the rate which is determined in accordance with the provisions of sub-paragraph (a) above.  The Amount of Interest shall be calculated by applying the Rate of Interest to the Nominal Amount of one Note of each denomination, multiplying such product by the actual number of days in the Interest Period concerned divided by 365 and rounding the resulting figure to the nearest penny.  The determination of the Rate of Interest and the Amount of Interest by the Calculation Agent named above shall (in the absence of manifest error) be final and binding upon all parties;

(c)a certificate of the Calculation Agent as to the Rate of Interest payable hereon for any Interest Period shall be conclusive and binding as between the Issuer and the bearer hereof;

(d)the period beginning on the Issue Date and ending on the first Interest Payment Date and each successive period beginning on an Interest Payment Date and ending on the next succeeding Interest Payment Date is called an “Interest Period” for the purposes of this paragraph (C).

38

SCHEDULE
Payments of Interest

The following payments of interest in respect of this Note have been made:

Date
Made Payment
From Payment
To Amount
Paid Notation
on behalf
of Issue and
Paying
Agent

39

Pro-forma Redemption or Interest Calculation
(Index linked Note)

This is the Redemption or Interest Calculation relating to the attached index-linked Note:

Calculation Date:
Calculation Agent:
Redemption Amount:	to be calculated by the Calculation Agent as follows:
	[Insert particulars of index and redemption calculation]
	[Indicate whether the calculation refers to principal or coupon]
Confirmed:
For ECOLAB INC.

Note:The Calculation Agent is required to notify the Issue and Paying Agent for the Notes of the Redemption Amount immediately upon completing its calculation of the same.

40

SIGNATURE PAGES

The Issuer
ECOLAB INC.
By:	/s/Mark D. Vangsgard
	Mark D. Vangsgard
Address:	370 North Wabasha Street
	St. Paul
	MN 55102-1390
	U.S.A.
Telephone:	+1 651 293 2157
Facsimile:	+ 1 651 293 2379
Attention:	Assistant Treasurer
The Agent
CITIBANK, N.A.
By:	/s/Marne Lidster
	Marne Lidster
Address:	5 Carmelite Street
	London EC4Y 0PA
Telephone:	+44 20 7508 3826
Telex No:	940500 CITIUK G
Facsimile:	+44 20 7508 3884
Attention:	Agency and Trust

41

EX-10.A(I)C

Exhibit 10 A(i)c

LIMITED LIABILITY PARTNERSHIP

EXECUTION COPY

ECOLAB INC.

U.S.$200,000,000

EURO-COMMERCIAL PAPER PROGRAMME

DEED OF COVENANT

THIS DEED OF COVENANT is made on 10 June 2003

BY

(1)ECOLAB INC. (the “Issuer”)

IN FAVOUR OF

(2)THE ACCOUNTHOLDERS (as defined below).

WHEREAS

(A)The Issuer has established a Euro Commercial Paper Programme (the “Programme”) for the issuance of notes (the “Notes”), in connection with which it has entered into a dealer agreement dated 10 June 2003 (the “Dealer Agreement”) and an issue and paying agency agreement dated 10 June 2003 (the “Agency Agreement”).

(B)The Issuer wishes to make certain arrangements for the Accountholders in the event that any Global Note (as defined in the Dealer Agreement) becomes void in accordance with its terms.

NOW THIS DEED OF COVENANT WITNESSES as follows:

1.INTERPRETATION

1.1Definitions

All terms and expressions which have defined meanings in the Dealer Agreement or the Agency Agreement shall have the same meanings in this Deed of Covenant except where the context requires otherwise or unless otherwise stated.  In addition, in this Deed of Covenant the following expressions have the following meanings:

“Accountholder” means any accountholder with a Clearing System which at the Determination Date has credited to its securities account with such Clearing System one or more Entries in respect of a Global Note, except for any Clearing System in its capacity as an accountholder of another Clearing System;

“Clearing System” means each or any of Clearstream, Luxembourg, Euroclear Bank S.A./N.V., as operator of the Euroclear system, Euroclear France or such other recognised clearing system as may be agreed from time to time between the Issuer and the Agent and in which Notes may from time to time be held, or any successor to such entities;

“Determination Date” means, in relation to any Global Note, the date on which such Global Note becomes void in accordance with its terms;

“Direct Rights” means the rights referred to in Clause 2.1 (Direct Rights - Creation);

“Entry” means, in relation to a Global Note, any entry which is made in the securities account of any Accountholder with a Clearing System in respect of Notes represented by such Global Note; and

2

“Principal Amount” means, in respect of any Entry, the aggregate principal amount of the Notes to which such Entry relates.

1.2Clauses

Any reference in this Deed of Covenant to a Clause is, unless otherwise stated, to a clause hereof.

1.3Other Agreements

All references in this Deed of Covenant to an agreement, instrument or other document (including the Dealer Agreement and the Agency Agreement)  shall be construed as a reference to that agreement, instrument or other document as the same may be amended, supplemented, replaced or novated from time to time.

1.4Legislation

Any reference in this Agreement to any legislation (whether primary legislation or regulations or other subsidiary legislation made pursuant to primary legislation) shall be construed as a reference to such legislation as the same may have been, or may from time to time be, amended or re-enacted.

1.5Headings

Headings and sub-headings are for ease of reference only and shall not affect the construction of this Deed of Covenant.

1.6Benefit of Deed of Covenant

Any Notes issued under the Programme on or after the date of this Deed of Covenant shall have the benefit of this Deed of Covenant but shall not have the benefit of any subsequent deed of covenant relating to the Programme (unless expressly so provided in any such subsequent deed).

2.Direct Rights

2.1Creation

If any Global Note becomes void in accordance with its terms, each Accountholder shall have against the Issuer all rights (“Direct Rights”) which such Accountholder would have had in respect of the Notes if, immediately before the Determination Date in relation to that Global Note, it had been the holder of Definitive Notes, duly executed, authenticated and issued, in an aggregate principal amount equal to the Principal Amount of such Accountholder’s Entries relating to such Global Note including (without limitation) the right to receive all payments due at any time in respect of such Definitive Notes as if such Definitive Notes had been duly presented and (in the case of final redemption of a Definitive Note) surrendered on the due date in accordance with the terms and conditions of such Note.

2.2No Further Action

No further action shall be required on the part of the Issuer or any other person:

2.2.1        Direct Rights:  for the Accountholders to enjoy the Direct Rights; or

3

2.2.2Benefit of terms and conditions:  for each Accountholder to have the benefit of the terms and conditions of the Notes represented by the Global Note as if they had been incorporated mutatis mutandis into this Deed of Covenant,

provided, however, that nothing herein shall entitle any Accountholder to receive any payment in respect of any Global Note which has already been made.

3.Evidence

3.1Records

The records of the Clearing Systems shall be conclusive as to the identity of the Accountholders and the respective amounts of Notes credited to their securities accounts and a statement issued by a Clearing System setting out:

3.1.1        Name:  the name of the Accountholder in respect of which it is issued; and

3.1.2Principal Amount:  the Principal Amount of any Entry credited to the securities account of such Accountholder with such Clearing System on any date,

shall be conclusive evidence for all purposes of this Deed of Covenant.

3.2Determination Date

If a Clearing System determines the Determination Date, such determination shall be binding on all Accountholders with such Clearing System.

4.Deposit of Deed of Covenant

This Deed of Covenant shall be deposited with and held by the Issue and Paying Agent for so long as the Programme remains in effect and thereafter until the date on which all the obligations of the Issuer under or in respect of the Notes (including, without limitation, its obligations under this Deed of Covenant) have been discharged in full.  The Issuer hereby acknowledges the right of every Accountholder to the production of this Deed of Covenant.

5.Stamp Duties

The Issuer shall pay all stamp, registration and other taxes and duties (including any interest and penalties thereon or in connection therewith) which may be payable upon or in connection with the execution and delivery of this Deed of Covenant, and shall indemnify each Accountholder against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax) which it may incur or which may be made against it as a result or arising out of or in relation to any failure to pay or delay in paying any of the same.

6.Benefit of Deed of Covenant

6.1Deed Poll

This Deed of Covenant shall take effect as a deed poll for the benefit of the Accountholders from time to time.

4

6.2Benefit

This Deed of Covenant shall enure to the benefit of each Accountholder and its (and any subsequent) successors and assigns, each of which shall be entitled severally to enforce this Deed of Covenant against the Issuer.

6.3Assignment

The Issuer shall not be entitled to assign or transfer all or any of its rights, benefits and obligations hereunder.  Each Accountholder shall be entitled to assign all or any of its rights and benefits hereunder.

7.Partial Invalidity

If at any time any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the laws of any other jurisdiction shall in any way be affected or impaired thereby.

8.Notices

8.1Address for notices

All notices and other communications to the Issuer hereunder shall be made in writing (by letter or fax) and shall be sent to the Issuer at:

370 North Wabasha Street

St. Paul

MN 55102-1390

U.S.A.

Fax:	+1 651 293 2379
Attention:	Assistant Treasurer

or to such other address, telex number or fax number or for the attention of such other person or department as the Issuer has notified to the Accountholders.

8.2Effectiveness

Every notice or other communication sent in accordance with Clause 8.1 (Address for notices) shall be effective as follows:

8.2.1        Letter or fax:  if sent by letter or fax, upon receipt by the Issuer; and

8.2.2        Telex:  if sent by telex, upon receipt by the sender of the Issuer’s answerback at the end of transmission;

provided, however, that any such notice or other communication which would otherwise take effect after 4.00 p.m. on any particular day shall not take effect until 10.00 a.m. on the immediately succeeding business day in the place of the Issuer.

5

9.Law and Jurisdiction

9.1Governing law

This Deed of Covenant and all matters arising from or connected with it are governed by, and shall be construed in accordance with, English law.

9.2English courts

The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”), arising from or connected with this Deed of Covenant (including a dispute regarding the existence, validity or termination of this Deed of Covenant) or the consequences of its nullity.

9.3Appropriate forum

The Issuer agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary.

9.4Rights of the Accountholders to take proceedings outside England

Clause 9.2 (English courts) is for the benefit of the Accountholders only.  As a result, nothing in this Clause 9 (Law and jurisdiction) prevents the Accountholders from taking proceedings relating to a Dispute (“Proceedings”) in any other courts with jurisdiction.  To the extent allowed by law, the Accountholders may take concurrent Proceedings in any number of jurisdictions.

9.5Process agent

The Issuer agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to Law Debenture Corporate Services Limited at Fifth Floor, 100 Wood Street, London EC2V 7EX or, if different, its registered office for the time being or at any address of the Issuer in Great Britain at which process may be served on it in accordance with Part XXIII of the Companies Act 1985.  If such person is not or ceases to be effectively appointed to accept service of process on behalf of the Issuer, the Issuer shall, on the written demand of any Accountholder addressed to the Issuer and delivered to the Issuer appoint a further person in England to accept service of process on its behalf and, failing such appointment within 15 days, any Accountholder shall be entitled to appoint such a person by written notice addressed to the Issuer and delivered to the Issuer.  Nothing in this paragraph shall affect the right of any Accountholder to serve process in any other manner permitted by law.  This clause applies to Proceedings in England and to Proceedings elsewhere.

IN WITNESS whereof this Deed of Covenant has been executed by the Issuer and is intended to be and is hereby delivered on the date first before written.

6

EXECUTED as a deed	)	/s/MARK D VANGSGARD
by ECOLAB INC.	)	Mark D. Vangsgard
acting under the authority of	)
that company	)
acting by	)

7

EX-10.A(II)A

Exhibit 10.A(ii)a

Commercial Paper Dealer Agreement

4(2) Program

Between:

Ecolab Inc., as Issuer

and

[                     ], as Dealer

Concerning Notes to be issued pursuant to an Issuing and Paying Agency Agreement dated as of July 10, 2000 between the Issuer and Bank One, National Association, as Issuing and Paying Agent.

Dated as of

[                         ]

Commercial Paper Dealer Agreement
4(2) Program

This agreement (“Agreement”) sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.

Certain terms used in this Agreement are defined in Section 6 hereof.

The Addendum to this Agreement, and any Annexes or Exhibits described in this Agreement or such Addendum, are hereby incorporated into this Agreement and made fully a part hereof.

1.Offers, Sales and Resales of Notes.

1.1While (i) the Issuer has and shall have no obligation to sell the Notes to the Dealer or to permit the Dealer to arrange any sale of the Notes for the account of the Issuer, and (ii) the Dealer has and shall have no obligation to purchase the Notes from the Issuer or to arrange any sale of the Notes for the account of the Issuer, the parties hereto agree that in any case where the Dealer purchases Notes from the Issuer, or arranges for the sale of Notes by the Issuer, such Notes will be purchased or sold by the Dealer in reliance on the representations, warranties, covenants and agreements of the Issuer contained herein or made pursuant hereto and on the terms and conditions and in the manner provided herein.

1

1.2So long as this Agreement shall remain in effect, and in addition to the limitations contained in Section 1.7 hereof, the Issuer shall not, without the consent of the Dealer, offer, solicit or accept offers to purchase, or sell, any Notes except (a) in transactions with one or more dealers which may from time to time after the date hereof become dealers with respect to the Notes by executing with the Issuer one or more agreements which contain provisions substantially identical to those contained in Section 1 of this Agreement, of which the Issuer hereby undertakes to provide the Dealer prompt notice or (b) in transactions with the other dealers listed on the Addendum hereto, which are executing agreements with the Issuer which contain provisions substantially identical to Section 1 of this Agreement contemporaneously herewith.  In no event shall the Issuer offer, solicit or accept offers to purchase, or sell, any Notes directly on its own behalf in transactions with persons other than broker-dealers as specifically permitted in this Section 1.2.

1.3The Notes shall be in a minimum denomination of $250,000 or integral multiples of $1,000 in excess thereof, will bear such interest rates, if interest bearing, or will be sold at such discount from their face amounts, as shall be agreed upon by the Dealer and the Issuer, shall have a maturity not exceeding 270 days from the date of issuance (exclusive of days of grace) and shall not contain any provision for extension, renewal or automatic “rollover.”

1.4The authentication and issuance of, and payment for, the Notes shall be effected in accordance with the Issuing and Paying Agency Agreement, and the Notes shall be either individual physical certificates or book-entry notes evidenced by a Master Note registered in the name of DTC or its nominee, in the form or forms annexed to the Issuing and Paying Agency Agreement.

1.5If the Issuer and the Dealer shall agree on the terms of the purchase of any Note by the Dealer or the sale of any Note arranged by the Dealer (including, but not limited to, agreement with respect to the date of issue, purchase price, principal amount, maturity and interest rate (in the case of interest-bearing Notes) or discount thereof (in the case of Notes issued on a discount basis), and appropriate compensation for the Dealer’s services hereunder) pursuant to this Agreement, the Issuer shall cause such Note to be issued and delivered in accordance with the terms of the Issuing and Paying Agency Agreement and payment for such Note shall be made by the purchaser thereof, either directly or through the Dealer, to the Issuing and Paying Agent, for the account of the Issuer.  Except as otherwise agreed, in the event that the Dealer is acting as an agent and a purchaser shall either fail to accept delivery of or make payment for a Note on the date fixed for settlement, the Dealer shall promptly notify the Issuer, and if the Dealer has theretofore paid the Issuer for the Note, the Issuer will promptly return such funds to the Dealer against its return of the Note to the Issuer, in the case of a certificated Note, and upon notice of such failure in the case of a book-entry Note.  If such failure occurred for any reason other than default by the Dealer, the Issuer shall reimburse the Dealer on an equitable basis for the Dealer’s loss of the use of such funds for the period such funds were credited to the Issuer’s account.

2

1.6The Dealer and the Issuer hereby establish and agree to observe the following procedures in connection with offers, sales and subsequent resales or other transfers of the Notes:

(a)Offers and sales of the Notes by or through the Dealer shall be made only to: (i) investors reasonably believed by the Dealer to be Qualified Institutional Buyers, Institutional Accredited Investors or Sophisticated Individual Accredited Investors and (ii) non-bank fiduciaries or agents that will be purchasing Notes for one or more accounts, each of which is reasonably believed by the Dealer to be an Institutional Accredited Investor or Sophisticated Individual Accredited Investor.

(b)Resales and other transfers of the Notes by the holders thereof shall be made only in accordance with the restrictions in the legend described in clause (e) below.

(c)No general solicitation or general advertising shall be used in connection with the offering of the Notes.  Without limiting the generality of the foregoing, without the prior written approval of the Dealer, the Issuer shall not issue any press release or place or publish any “tombstone” or other advertisement relating to the Notes.

(d)No sale of Notes to any one purchaser shall be for less than $250,000 principal or face amount, and no Note shall be issued in a smaller principal or face amount.  If the purchaser is a non-bank fiduciary acting on behalf of others, each person for whom such purchaser is acting must purchase at least $250,000 principal or face amount of Notes.

(e)Offers and sales of the Notes by the Issuer through the Dealer acting as agent for the Issuer shall be made in accordance with Rule 506 under the Securities Act, and shall be subject to the restrictions described in the legend appearing on Exhibit A hereto.  A legend substantially to the effect of such Exhibit A shall appear as part of the Private Placement Memorandum used in connection with offers and sales of Notes hereunder, as well as on each individual certificate representing a Note and each Master Note representing book-entry Notes offered and sold pursuant to this Agreement.

(f)The Dealer shall furnish or shall have furnished to each purchaser of Notes for which it has acted as the Dealer a copy of the then-current Private Placement Memorandum unless such purchaser has previously received a copy of the Private Placement Memorandum as then in effect.  The Private Placement Memorandum shall expressly state that any person to whom Notes are offered shall have an opportunity to ask questions of, and receive information from, the Issuer and the Dealer and shall provide the names, addresses and telephone numbers of the persons from whom information regarding the Issuer may be obtained.

(g)The Issuer agrees, for the benefit of the Dealer and each of the holders and prospective purchasers from time to time of the Notes that, if at any time the Issuer shall not be subject to Section 13 or 15 (d) of the Exchange Act, the Issuer will furnish, upon request and at its expense, to the Dealer and to holders and prospective purchasers of Notes information required by Rule 144A(d) (4) (i) in compliance with Rule 144A(d).

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(h)In the event that any Note offered or to be offered by the Dealer would be ineligible for resale under Rule 144A, the Issuer shall immediately notify the Dealer (by telephone, confirmed in writing) of such fact and shall promptly prepare and deliver to the Dealer an amendment or supplement to the Private Placement Memorandum describing the Notes that are ineligible, the reason for such ineligibility and any other relevant information relating thereto.

(i)The Issuer represents that it is not currently issuing commercial paper in the United States market in reliance upon the exemption provided by Section 3(a)(3) of the Securities Act.  In that connection, the Issuer agrees that in the event that it shall, after the date hereof, issue commercial paper in the United States in reliance upon the exemption provided by Section 3(a)(3) of the Securities Act, (a) the proceeds from the sale of the Notes will be segregated from the proceeds of the sale of any such commercial paper by being placed in a separate account; (b) the Issuer will institute appropriate corporate procedures to ensure that the offers and sales of notes issued by the Issuer pursuant to the Section 3(a)(3) exemption are not integrated with offerings and sales of Notes hereunder; and (c) the Issuer will comply with each of the requirements of Section 3(a)(3) of the Act in selling commercial paper orother short-term debt securities other than the Notes in the United States.

1.7The Issuer hereby represents and warrants to the Dealer, in connection with offers, sales and resales of Notes, as follows:

(a)Issuer hereby confirms to the Dealer that (except as permitted by Section 1.6(i)) within the preceding six months neither the Issuer nor any person other than the Dealer or the other dealers referred to in Section 1.2 hereof acting on behalf of the Issuer has offered or sold any Notes, or any substantially similar security of the Issuer, to, or solicited offers to buy any such security from, any person other than the Dealer or the other dealers referred to in Section 1.2 hereof.  The Issuer also agrees that (except as permitted by Section 1.6(i)), as long as the Notes are being offered for sale by the Dealer and the other dealers referred to in Section 1.2 hereof as contemplated hereby and until at least six months after the offer of Notes hereunder has been terminated, neither the Issuer nor any person other than the Dealer or the other dealers referred to in Section 1.2 hereof (except as contemplated by Section 1.2 hereof) will offer the Notes or any substantially similar security of the Issuer for sale to, or solicit offers to buy any such security from, any person other than the Dealer or the other dealers referred to in Section 1.2 hereof, it being understood that such agreement is made with a view to bringing the offer and sale of the Notes within the exemption provided by Section 4(2) of the Securities Act and Rule 506 thereunder and shall survive any termination of this Agreement.  The Issuer hereby represents and warrants that it has not taken or omitted to take, and will not take or omit to take, any action that would cause the offering and sale of Notes hereunder to be integrated with any other offering of securities, whether such offering is made by the Issuer or some other party or parties.

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(b)The Issuer represents and agrees that the proceeds of the sale of the Notes are not currently contemplated to be used for the purpose of buying, carrying or trading securities within the meaning of Regulation T and the interpretations thereunder by the Board of Governors of the Federal Reserve System.  In the event that the Issuer determines to use such proceeds for the purpose of buying, carrying or trading securities, whether in connection with an acquisition of another company or otherwise, the Issuer shall give the Dealer notice at least five business days’ prior to the actual date that it commences to purchase securities with the proceeds of the Notes.  Thereafter, in the event that the Dealer purchases Notes as principal and does not resell such Notes on the day of such purchase, to the extent necessary to comply with Regulation T and the interpretations thereunder, the Dealer will sell such Notes either (i) only to offerees it reasonably believes to be QIBs or to QIBs it reasonably believes are acting for other QIBs, in each case in accordance with Rule 144A or (ii) in a manner which would not cause a violation of Regulation T and the interpretations thereunder.

2.Representations and Warranties of Issuer.

The Issuer represents and warrants that:

2.1The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all the requisite power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agency Agreement.

2.2This Agreement and the Issuing and Paying Agency Agreement have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

2.3The Notes have been duly authorized, and when issued as provided in the Issuing and Paying Agency Agreement, will be duly and validly issued and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

2.4The offer and sale of Notes in the manner contemplated hereby do not require registration of the Notes under the Securities Act, pursuant to the exemption from registration contained in Section 4(2) thereof, and no indenture in respect of the Notes is required to be qualified under the Trust Indenture Act of 1939, as amended.

2.5The Notes will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer.

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2.6No consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, this Agreement, the Notes or the Issuing and Paying Agency Agreement, except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes.

2.7Neither the execution and delivery of this Agreement and the Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Issuer, or (ii) violate or result in a breach or a default under any of the terms of the Issuer’s charter documents or by-laws, any contract or instrument to which the Issuer is a party or by which it or its property is bound, or any law or regulation, or any order, writ, injunction or decree of any court or government instrumentality, to which the Issuer is subject or by which it or its property is bound, which breach or default is reasonably likely to result in a material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer and its consolidated subsidiaries, taken as a whole, which would be material to the holders of Notes or to potential holders of Notes or the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement.

2.8There is no litigation or governmental proceeding pending, or to the knowledge of the Issuer threatened, against or affecting the Issuer or any of its subsidiaries which is reasonably likely to result in a material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer or the ability of the Issuer and its consolidated subsidiaries, taken as a whole, which would be material to the holders of Notes or to potential holders of Notes to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement.

2.9The Issuer is not an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

2.10Neither the Private Placement Memorandum nor the Company Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

2.11Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by the Issuer to the Dealer, as of the date thereof, that, both before and after giving effect to such issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer set forth above in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject,

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as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and (iii) in the case of an issuance of Notes, since the date of the most recent Private Placement Memorandum, there has been no material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer and its consolidated subsidiaries, taken as a whole, which would be material to the holders of Notes or to potential holders of Notes which has not been disclosed to the Dealer in writing.

3.Covenants and Agreements of Issuer.

The Issuer covenants and agrees that:

3.1The Issuer will give the Dealer prompt notice (but in any event prior to any subsequent issuance of Notes hereunder) of any amendment to, modification of or waiver with respect to, the Notes or the Issuing and Paying Agency Agreement, including a complete copy of any such amendment, modification or waiver.

3.2The Issuer shall, whenever there shall occur any adverse change in the Issuer’s condition (financial or otherwise), operations or business prospects or any development or occurrence in relation to the Issuer that would be material to holders of the Notes or potential holders of the Notes (including any downgrading or receipt of any notice of intended or potential downgrading or any review for potential change in the rating accorded any of the Issuer’s securities by any nationally recognized statistical rating organization which has published a rating of the Notes), promptly, and in any event prior to any subsequent issuance of Notes hereunder, notify the Dealer (by telephone, confirmed in writing) of such change, development or occurrence.

3.3The Issuer shall from time to time furnish to the Dealer such information as the Dealer may reasonably request, including, without limitation, any press releases or material provided by the Issuer to any national securities exchange or rating agency, regarding (i) the Issuer’s operations and financial condition, (ii) the due authorization and execution of the Notes and (iii) the Issuer’s ability to pay the Notes as they mature.

3.4The Issuer will take all such action as the Dealer may reasonably request to ensure that each offer and each sale of the Notes will comply with any applicable state Blue Sky laws; provided, however, that the Issuer shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

3.5The Issuer will not be in default of any of its obligations hereunder, under the Notes or under the Issuing and Paying Agency Agreement, at any time that any of the Notes are outstanding.

3.6The Issuer shall not issue Notes hereunder until the Dealer shall have received (a) an opinion of counsel to the Issuer, addressed to the Dealer, satisfactory in form and substance to the Dealer, (b) a copy of the executed Issuing and Paying Agency Agreement as then in effect, (c) a copy of resolutions adopted by the Board of Directors of the Issuer, satisfactory in form and substance to the Dealer and certified by the Secretary or similar officer of the Issuer, authorizing execution and delivery by the Issuer of this Agreement, the Issuing and Paying Agency Agreement and the Notes and

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consummation by the Issuer of the transactions contemplated hereby and thereby, (d) prior to the issuance of any Notes represented by a book-entry note registered in the name of DTC or its nominee, a copy of the executed Letter of Representations among the Issuer, the Issuing and Paying Agent and DTC and (e) such other certificates, opinions, letters and documents as the Dealer shall have reasonably requested.

3.7The Issuer shall reimburse the Dealer for all of the Dealer’s out-of-pocket expenses related to this Agreement, including expenses incurred in connection with its preparation and negotiation, and the transactions contemplated hereby (including, but not limited to, the printing and distribution of the Private Placement Memorandum), and, if applicable, for the reasonable fees and out-of-pocket expenses of the Dealer’s counsel.

4.Disclosure.

4.1The Private Placement Memorandum and its contents (other than the Dealer Information) shall be the sole responsibility of the Issuer.  The Private Placement Memorandum shall contain a statement expressly offering an opportunity for each prospective purchaser to ask questions of, and receive answers from, the Issuer concerning the offering of Notes and to obtain relevant additional information which the Issuer possesses or can acquire without unreasonable effort or expense.

4.2The Issuer agrees to promptly furnish the Dealer the Company Information as it becomes available.

4.3(a) The Issuer further agrees to notify the Dealer promptly upon the occurrence of any event relating to or affecting the Issuer that would cause the Company Information then in existence to include an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.

(b) In the event that the Issuer gives the Dealer notice pursuant to Section 4.3 (a) and the Dealer notifies the Issuer that it then has Notes it is holding in inventory, the Issuer agrees promptly to supplement or amend the Private Placement Memorandum so that the Private Placement Memorandum, as amended or supplemented, shall not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Issuer shall make such supplement or amendment available to the Dealer.

(c)In the event that (i) the Issuer gives the Dealer notice pursuant to Section 4.3 (a), (ii) the Dealer does not notify the Issuer that it is then holding Notes in inventory and (iii) the Issuer chooses not to promptly amend or supplement the Private Placement Memorandum in the manner described in clause (b) above, then all solicitations and sales of Notes shall be suspended until such time as the Issuer has so amended or supplemented the Private Placement Memorandum, and made such amendment or supplement available to the Dealer.

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5.         Indemnification and Contribution.

5.1The Issuer will indemnify and hold harmless the Dealer, each individual, corporation, partnership, trust, association or other entity controlling the Dealer, any affiliate of the Dealer or any such controlling entity and their respective directors, officers, employees, partners, incorporators, shareholders, servants, trustees and agents (hereinafter the “Indemnitees”) against any and all liabilities, penalties, suits, causes of action, losses, damages, claims, costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) or judgments of whatever kind or nature (each a “Claim”), imposed upon, incurred by or asserted against the Indemnitees arising out of or based upon (i) any allegation that the Private Placement Memorandum, the Company Information or any information provided by the Issuer to the Dealer included (as of any relevant time) or includes an untrue statement of a material fact or omitted (as of any relevant time) or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) arising out of or based upon the breach by the Issuer of any agreement, covenant or representation made in or pursuant to this Agreement.  This indemnification shall not apply to the extent that the Claim arises out of or is based upon Dealer Information.

5.2Provisions relating to claims made for indemnification under this Section 5 are set forth on Exhibit B to this Agreement.

5.3In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Section 5 is held to be unavailable or insufficient to hold harmless the Indemnitees, although applicable in accordance with the terms of this Section 5, the Issuer shall contribute to the aggregate costs incurred by the Dealer in connection with any Claim in the proportion of the respective economic interests of the Issuer and the Dealer; provided, however, that such contribution by the Issuer shall be in an amount such that the aggregate costs incurred by the Dealer do not exceed the aggregate of the commissions and fees earned by the Dealer hereunder with respect to the issue or issues of Notes to which such Claim relates.  The respective economic interests shall be calculated by reference to the aggregate proceeds to the Issuer of the Notes issued hereunder and the aggregate commissions and fees earned by the Dealer hereunder.

6.         Definitions.

6.1“Claim” shall have the meaning set forth in Section 5.1.

6.2“Company Information” at any given time shall mean the Private Placement Memorandum together with, to the extent applicable, (i) the Issuer’s most recent report on Form 10-K filed with the SEC and each report on Form 10-Q or 8-K filed by the Issuer with the SEC since the most recent Form 10-K, (ii) the Issuer’s most recent annual audited financial statements and each interim financial statement or report prepared subsequent thereto, if not included in item (i) above, (iii) the Issuer’s and its affiliates’ other publicly available reports provided to their respective shareholders, (iv) any other information or disclosure prepared pursuant to Section 4.3 hereof and (v) any information prepared or approved by the Issuer for dissemination to investors or potential investors in the Notes.

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6.3“Dealer Information” shall mean material concerning the Dealer provided by the Dealer in writing expressly for inclusion in the Private Placement Memorandum.

6.4“DTC” shall mean The Depository Trust Company.

6.5“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.

6.6“Indemnitee” shall have the meaning set forth in Section 5.l.

6.7“Institutional Accredited Investor” shall mean an institutional investor that is an accredited investor within the meaning of Rule 501 under the Securities Act and that has such knowledge and experience in financial and business matters that it is capable of evaluating and bearing the economic risk of an investment in the Notes, including, but not limited to, a bank, as defined in Section 3 (a) (2) of the Securities Act, or a savings and loan association or other institution, as defined in Section 3 (a) (5) (A) of the Securities Act, whether acting in its individual or fiduciary capacity.

6.8“Issuing and Paying Agency Agreement” shall mean the issuing and paying agency agreement described on the cover page of this Agreement, as such agreement may be amended or supplemented from time to time.

6.9“Issuing and Paying Agent” shall mean the party designated as such on the cover page of this Agreement, as issuing and paying agent under the Issuing and Paying Agency Agreement, or any successor thereto in accordance with the Issuing and Paying Agency Agreement.

6.10“Non-bank fiduciary or agent” shall mean a fiduciary or agent other than (a) a bank, as defined in Section 3 (a) (2) of the Securities Act, or (b) a savings and loan association, as defined in Section 3 (a) (5) (A) of the Securities Act.

6.11“Private Placement Memorandum” shall mean offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).

6.12“Qualified Institutional Buyer” shall have the meaning assigned to that term in Rule 144A under the Securities Act.

6.13“Rule 144A” shall mean Rule 144A under the Securities Act.

6.14“SEC” shall mean the U.S. Securities and Exchange Commission.

6.15“Securities Act” shall mean the U.S. Securities Act of 1933, as amended.

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6.16“Sophisticated Individual Accredited Investor” shall mean an individual who (a) is an accredited investor within the meaning of Regulation D under the Securities Act and (b) based on his or her pre-existing relationship with the Dealer, is reasonably believed by the Dealer to be a sophisticated investor (i) possessing such knowledge and experience (or represented by a fiduciary or agent possessing such knowledge and experience) in financial and business matters that he or she is capable of evaluating and bearing the economic risk of an investment in the Notes and (ii) having a net worth of at least
$5 million.

7.General

7.1Unless otherwise expressly provided herein, all notices under this Agreement to parties hereto shall be in writing and shall be effective when received at the address of the respective party set forth in the Addendum to this Agreement.

7.2This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions.

7.3The Issuer agrees that any suit, action or proceeding brought by the Issuer against the Dealer in connection with or arising out of this Agreement or the Notes or the offer and sale of the Notes shall be brought solely in the United States federal courts located in the Borough of Manhattan or the courts of the State of New York located in the Borough of Manhattan.  EACH OF THE DEALER AND THE ISSUER WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

7.4This Agreement may be terminated, at any time, by the Issuer, upon three business days’ prior notice to such effect to the Dealer, or by the Dealer upon three business days’ prior notice to such effect to the Issuer.  Any such termination, however, shall not affect the obligations of the Issuer under Sections 3.7, 5 and 7.3 hereof or the respective representations, warranties, agreements, covenants, rights or responsibilities of the parties made or arising prior to the termination of this Agreement.

7.5This Agreement is not assignable by either party hereto without the written consent of the other party; provided, however, that the Dealer may assign its rights and obligations under this Agreement to any affiliate of the Dealer.

7.6This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

7.7This Agreement is for the exclusive benefit of the parties hereto, and their respective permitted successors and assigns hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written.

Ecolab Inc., as Issuer	[                                                 ], as Dealer
By:	By:
Name:	Name:
Title:  Vice President and Treasurer	Title:

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Addendum

The following additional clauses shall apply to the Agreement and be deemed a part thereof.

1.The other dealers referred to in clause (b) of Section 1.2 of the Agreement are none.

2.The following Section 3.8 is hereby added to the Agreement:

Without limiting any obligation of the Issuer pursuant to this Agreement to provide the Dealer with credit and financial information, the Issuer hereby acknowledges and agrees that the Dealer may share the Company Information and any other information or matters relating to the Issuer or the transactions contemplated hereby with affiliates of the Dealer, including, but not limited to, [Dealer’s affiliated bank] and that such affiliates may likewise share information relating to the Issuer or such transactions with the Dealer.

3.The addresses of the respective parties for purposes of notices under Section 7.1 are as follows:

For the Issuer:
Address:	370 N. Wabasha Street
	St. Paul, Minnesota  55102
Attention:	[                                           ],  Vice President and Treasurer
Telephone number:	(651) 293-2861
Fax number:	(651) 225-3416
For the Dealer:
Address:
Attention:
Telephone number:
Fax number:

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Exhibit A

Form of Legend for Private Placement Memorandum and Notes

THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.  BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT IT HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE ISSUER AND THE NOTES, THAT IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY DISTRIBUTION THEREOF AND THAT IT IS EITHER (A) AN INSTITUTIONAL INVESTOR OR HIGHLY SOPHISTICATED INDIVIDUAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 (a) UNDER THE ACT AND WHICH, IN THE CASE OF AN INDIVIDUAL, (i) POSSESSES SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT HE OR SHE IS CAPABLE OF EVALUATING AND BEARING THE ECONOMIC RISK OF AN INVESTMENT IN THE NOTES AND (ii) HAS A NET WORTH OF AT LEAST $5 MILLION (AN “INSTITUTIONAL ACCREDITED INVESTOR” OR “SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR”, RESPECTIVELY) AND THAT EITHER IS PURCHASING NOTES FOR ITS OWN ACCOUNT, IS A U.S. BANK (AS DEFINED IN SECTION 3 (a) (2) OF THE ACT) OR A SAVINGS AND LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION 3 (a) (5) (A) OF THE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR IS A FIDUCIARY OR AGENT (OTHER THAN A U.S. BANK OR SAVINGS AND LOAN ASSOCIATION) PURCHASING NOTES FOR ONE OR MORE ACCOUNTS EACH OF WHICH IS SUCH AN INSTITUTIONAL ACCREDITED INVESTOR OR SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR (i) WHICH ITSELF POSSESSES SUCH KNOWLEDGE AND EXPERIENCE OR (ii) WITH RESPECT TO WHICH SUCH PURCHASER HAS SOLE INVESTMENT DISCRETION; OR (B) A QUALIFIED INSTITUTIONAL BUYER (“QIB”) WITHIN THE MEANING OF RULE 144A UNDER THE ACT WHICH IS ACQUIRING NOTES FOR ITS OWN ACCOUNT OR FOR ONE OR MORE ACCOUNTS, EACH OF WHICH IS A QIB AND WITH RESPECT TO EACH OF WHICH THE PURCHASER HAS SOLE INVESTMENT DISCRETION; AND THE PURCHASER ACKNOWLEDGES THAT IT IS AWARE THAT THE SELLER MAY RELY UPON THE EXEMPTION FROM THE REGISTRATION PROVISIONS OF SECTION 5 OF THE ACT PROVIDED BY RULE 144A.  BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER THEREOF SHALL ALSO BE DEEMED TO AGREE THAT ANY RESALE OR OTHER TRANSFER THEREOF WILL BE MADE ONLY (A) IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE ACT, EITHER (1) TO THE ISSUER OR TO [DEALER’S NAME] OR ANOTHER PERSON DESIGNATED BY THE ISSUER AS A PLACEMENT AGENT FOR THE NOTES (COLLECTIVELY, THE “PLACEMENT AGENTS”), NONE OF WHICH SHALL HAVE ANY OBLIGATION TO ACQUIRE SUCH NOTE, (2) THROUGH A PLACEMENT AGENT TO AN INSTITUTIONAL ACCREDITED INVESTOR, SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR OR A QIB, OR (3) TO A QIB IN A TRANSACTION THAT MEETS THE REQUIREMENTS OF RULE 144A AND (B) IN MINIMUM AMOUNTS OF $250,000.

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Exhibit B

Further Provisions Relating to Indemnification

(a)The Issuer agrees to reimburse each Indemnitee for all expenses (including reasonable fees and disbursements of internal and external counsel) as they are incurred by it in connection with investigating or defending any loss, claim, damage, liability or action in respect of which indemnification may be sought under Section 5 of the Agreement (whether or not it is a party to any such proceedings).

(b)Promptly after receipt by an Indemnitee of notice of the existence of a Claim, such Indemnitee will, if a claim in respect thereof is to be made against the Issuer, notify the Issuer in writing of the existence thereof; provided that (i) the omission so to notify the Issuer will not relieve the Issuer from any liability which it may have hereunder unless and except to the extent it did not otherwise learn of such Claim and such failure results in the forfeiture by the Issuer of substantial rights and defenses, and (ii) the omission so to notify the Issuer will not relieve it from liability which it may have to an Indemnitee otherwise than on account of this indemnity agreement.  In case any such Claim is made against any Indemnitee and it notifies the Issuer of the existence thereof, the Issuer will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnitee, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee; provided that if the defendants in any such Claim include both the Indemnitee and the Issuer, and the Indemnitee shall have concluded that there may be legal defenses available to it which are different from or additional to those available to the Issuer, the Issuer shall not have the right to direct the defense of such Claim on behalf of such Indemnitee, and the Indemnitee shall have the right to select separate counsel to assert such legal defenses on behalf of such Indemnitee.  Upon receipt of notice from the Issuer to such Indemnitee of the Issuer’s election so to assume the defense of such Claim and approval by the Indemnitee of counsel, the Issuer will not be liable to such Indemnitee for expenses incurred thereafter by the Indemnitee in connection with the defense thereof (other than reasonable costs of investigation) unless (i) the Indemnitee shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the Issuer shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel in the jurisdiction in which any Claim is brought), approved by the Dealer, representing the Indemnitee who is party to such Claim), (ii) the Issuer shall not have employed counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after notice of existence of the Claim or (iii) the Issuer has authorized in writing the employment of counsel for the Indemnitee.  The indemnity, reimbursement and contribution obligations of the Issuer hereunder shall be in addition to any other liability the Issuer may otherwise have to an Indemnitee and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Issuer and any Indemnitee.  The Issuer agrees that without the Dealer’s prior written consent, it will not settle, compromise or consent to the entry of any judgment in any Claim in respect of which indemnification may be sought under the indemnification provision of the Agreement (whether or not the Dealer or any other Indemnitee is an actual or potential party to such Claim), unless such settlement, compromise or consent includes an unconditional release of each Indemnitee from all liability arising out of such Claim.

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EX-10.A(II)B

Exhibit 10.A(ii)b

ISSUING AND PAYING AGENT AGREEMENT

This Issuing and Paying Agency Agreement (the “Agreement”), dated as of July 10, 2000, between Ecolab Inc., a Delaware corporation (the “Issuer”) and Bank One, National Association, a national banking association (the “IPA”), as issuing and paying agent, in connection with the issuance and payment, in book entry only form, of certain commercial paper master notes (collectively the “Notes”). The Issuer hereby appoints the IPA its agent to issue, deliver and pay such Notes as herein set forth. The Issuer hereby agrees with the IPA as follows:

1.Definitions.

Terms capitalized shall have the meanings assigned them below.

“Advance” means funds credited by the IPA to or on behalf of the Issuer for the purpose of either crediting Proceeds to the Note Account or remitting payment on Notes at their maturity.

“Agreement” means this Issuing and Paying Agency Agreement as defined in the preamble, and includes the terms of the Exhibits.

“Business Day” means any day that both the IPA and DTC are open for business.

“Certificate Agreement” means the Commercial Paper Certificate Agreement dated May 17, 1994, between DTC and the IPA (formerly known as The First National Bank of Chicago), a copy of which is attached hereto as Exhibit C.

“Dealer” means any person other than an Issuer Agent which has been authorized by the Issuer to deliver Issuance Instructions to the IPA and is listed on an Incumbency Certificate.

“DTC” means The Depository Trust Company, a New York limited purpose trust company, and its successors and assigns.

“GAITIR License Agreement” means the nonexclusive, nontransferable license agreement to use certain software products and associated printed documentation pursuant to a separate license agreement attached as Exhibit E.

“Incumbency Certificate” means the certificate of the Issuer, substantially in the form of Exhibit A, executed by its Secretary or any of its Assistant Secretaries, which identifies Issuer Agents from time to time.

“Indemnified Persons” means the IPA and its officers, directors, employees, and agents.

“Issuance Instructions” means the instructions as to issuance of Notes delivered to the IPA by an Issuer Agent or Dealer pursuant to Section 3.B. of the Agreement.

“Issuer Agents” means those officers, employees, or agents of the Issuer identified on an Incumbency Certificate the Issuer has authorized to execute Notes, deliver Note Issuance Instructions, and deliver other notices hereunder to the IPA.

“Manual” means the DTC Commercial Paper Issuing/Paying Agent Manual, as modified from time to time, including the rules of the DTC Same Day funds Settlement System, Money Market Instruments Program.

“Maturity Date” means the date any Note is payable by its terms.

“Note” or “Notes” means the commercial paper master notes of the Issuer issued pursuant to the Agreement substantially in the form set forth in Exhibit B.

“Note Account” means the Issuer’s demand deposit account number 55-02365 established at the IPA pursuant to Section 6.A.

“Proceeds” means, with respect to any Note, funds representing the purchase price for its original issuance.

“Representation Letter” means the agreement by and among the IPA, the Issuer and DTC with respect to the Notes substantially in the form set forth in Exhibit D.

2.Authorization.

The Issuer shall deliver to the IPA upon execution of this Agreement an Incumbency Certificate to designate the Issuer Agents and Dealers to the IPA. Until the IPA receives a subsequent Incumbency Certificate from the Issuer, it may rely on the last such Incumbency Certificate delivered to it.  Any Note bearing the signature of an Issuer Agent on the date such signature is affixed thereto shall bind the Issuer after the authentication and delivery of such Note even if such person shall have ceased to hold his or her office on the date such Note is authenticated and delivered.

3.Notes.

A.The Notes shall be issued to DTC, or its nominee in substantially the form set forth in Exhibit B, as appropriate.  In connection with the issuance of Notes, (i) the IPA and DTC have previously entered into the Certificate Agreement and (ii) the IPA, the Issuer and DTC shall jointly execute the Representation Letter. The Issuer understands and acknowledges that the execution of the Certificate Agreement and the Representation Letter by the IPA is a necessary condition precedent to the acceptance of the Notes by DTC and as such, the Issuer agrees, (x) to be bound by the provisions of the Certificate Agreement and Representation

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Letter and (y) that the Certificate Agreement and Representation Letter shall supplement the provisions of this Agreement.

B.Prior to 12:00 noon (Chicago time) on each issuance date, an Issuer Agent or Dealer shall provide the IPA with Issuance Instructions specifying the issue date, interest rate (if applicable), maturity date (which shall be no later than 270 days from the date of issuance thereof), proceeds amount, maturity amount, payee and payee’s settlement bank (which bank must be a participant in the DTC book entry commercial paper program).

C.Following receipt of Issuance Instructions, the IPA will process such Issuance Instructions in accordance with and subject to (i) this Agreement, (ii) the procedures set forth in the Manual, (iii) the terms and conditions of the Certificate Agreement and (iv) the terms and conditions of the Representation Letter. Unless otherwise instructed by an Issuer Agent or Dealer, Notes delivered under this Agreement shall be made against payment as more fully set forth in Section 4 below.  In the event of a conflict between the terms of this Agreement and the terms of the Manual, the Certificate Agreement, or the Representation Letter, the provisions of this Agreement shall control.

4.Proceeds of Sale of Notes.

A.The Issuer understands that when the IPA is instructed to deliver against payment, the processing of Issuance Instructions may not be completed simultaneously against the receipt of payment.  Accordingly, the IPA is authorized to initiate delivery and to receive payment from the purchaser in accordance with the provisions of the Manual. All such payments shall be credited upon receipt to the Note Account.  The Issuer hereby agrees to bear the risk that the IPA fails to receive payment of the Proceeds of any Notes issued pursuant to Issuance Instructions.

B.Funds received by the IPA as Proceeds will be credited to the Note Account. Prior to receipt of such Proceeds, the IPA may, but shall not be obligated to, credit such Proceeds to the Issuer by making an Advance.  Upon telephonic, written (which may be in facsimile form), or electronic instructions received by the IPA from an Issuer Agent, an Advance may be (i) used in payment of Notes presented for payment upon maturity, (ii) deposited to an account of the Issuer at the IPA, or (iii) transferred to the account of the Issuer at another bank.  If the IPA, in its sole discretion, makes an Advance, the Issuer agrees to apply the Proceeds to repay such Advance.  If such Proceeds are insufficient to repay the Advance in full, the Issuer agrees to repay such Advance within 24 hours from the time such Advance was made.  Interest on any Advance shall accrue from the day such Advance is made, and shall bear interest (i) in accordance with any separate agreement between the Issuer and the IPA in effect at the time, or (ii) if no such separate agreement is then in effect, then as described in the IPA’s standard fee schedule.

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5.Instructions.

A.The Issuer hereby authorizes the IPA to act in accordance with Issuance Instructions received electronically or in writing from an Issuer Agent or the Dealer as provided in the following Sections 5.B. and 5.C.

B.The Issuer or the Dealer may initiate Issuance Instructions electronically pursuant to the GAITIR License Agreement or otherwise in accordance with the IPA’s standard business practices.  The IPA shall be entitled to rely on the Issuance Instructions received electronically hereunder and may assume conclusively that all such Issuance Instructions were transmitted by the Issuer or on the Issuer’s behalf.

C.Telephonic Issuance Instructions shall be given to the IPA by an Issuer Agent or the Dealer at the telephone number specified by the IPA from time to time for such purpose, and shall be expressed to be for the attention of any of its officers or employees whose name has been specified for such purpose.  The telephone numbers initially authorized for such purpose are set forth in Exhibit F, which may be modified by notice to the Issuer and each Dealer. Telephonic Issuance Instructions to the IPA by an Issuer Agent or Dealer shall be confirmed in writing by an Issuer Agent or Dealer within 24 hours of the time such instruction is given; provided that, in the event a discrepancy exists between the Telephonic Issuance Instructions and the subsequent confirmation, or in the absence of receiving a written confirmation prior to the time specified in Sections 3.B. above, the Telephonic Issuance Instructions shall be deemed the proper and controlling Issuance Instructions.  A written confirmation may be effected by any electronic means of communications, including transmission by telecopier or computer.

6.Note Account.

A.For purposes of the transactions contemplated herein, the Issuer shall open and maintain the Note Account.

B.Deposits will be made to the Note Account from time to time by or on behalf of the Issuer by delivery of funds to be deposited therein.  All Proceeds shall be credited to the Note Account.  Withdrawals or other uses of the funds from the Note Account shall be made in accordance with instructions from an Issuer Agent or to repay amounts payable under Sections 4.B. or 7.D. hereof.  Notwithstanding anything in this Agreement to the contrary, the IPA shall not be obligated (i) to permit any withdrawal or other use of funds from the Note Account, or (ii) to honor any instructions to those effects, if the IPA, in its sole discretion, shall determine that as a result there would be an overdraft or negative balance in respect of final credits (whether in the course of any day, overnight or otherwise) in the Note Account.

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7.Payment of Notes.

A.The IPA hereby agrees to serve as paying agent of the Issuer with respect to each of the Notes presented for payment pursuant to this Agreement.  The Issuer shall on the Maturity Date of such Notes, deposit or cause to be deposited in the Note Account by 10:00 a.m. Chicago time an amount in immediately available funds equal to the maturity amount of such Notes, or if applicable, the principal plus interest payable thereon.

B.The IPA is hereby authorized and instructed by the Issuer, to the extent that funds sufficient to effect such payment are available in the Note Account, to pay, and shall pay, each of the Notes upon presentation thereof.  The IPA is further hereby authorized and instructed by the Issuer to debit the Note Account in the amount of each such payment.

C.If at any time funds in the Note Account are insufficient to cover payment of any matured Notes presented prior to 2:00 p.m. (Chicago time) on the Maturity Date of such Notes, the IPA may, but shall not be obligated to, pay the Notes thus creating an overdraft for the account of the Issuer, which overdraft shall be charged to the Note Account.

D.The amount of any resulting overdraft shall represent an Advance by the IPA to the Issuer to be promptly repaid by the Issuer together with any applicable overdraft charges and interest on such advance for each day such Advance remains outstanding in accordance with Section 4.B.

8.Representations and Warranties.

Each day on which an Issuance Instruction is given to the IPA, the Issuer shall be deemed to represent and warrant to the IPA that (a) the issuance and delivery of the designated Notes will not violate any state or federal securities law, (b) the Notes have been duly and validly authorized by the Issuer and (c) the Notes, when issued and delivered pursuant hereto, will constitute the legal, valid, and binding obligations of the Issuer.

9.Concerning the IPA.

A.In acting with respect to the Notes, and generally in acting under the provisions hereof, the IPA acts only as agent of the Issuer to perform only such duties as are specifically set forth herein and this Agreement shall not be construed to subject the IPA to any implied covenants or obligations.  No provision of this Agreement shall be construed to impose upon the IPA any trust, agency of, or fiduciary duty to DTC or any beneficial owner of the Notes.  The IPA may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or affiliates.  The IPA may consult with legal counsel regarding matters

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arising under this Agreement and shall not be liable for any action taken in good faith in reliance upon the advice of such counsel.  The IPA or its affiliates in their individual or any other capacity may become the owner or pledgee of Notes and may transact business with the Issuer or its affiliates with the same rights they would have if the IPA were not acting hereunder. The IPA shall be under no liability for interest on any moneys received by it hereunder and need not segregate such moneys except as may be required by law.  Except in the case of the IPA’s negligence or willful misconduct, it shall not be liable to the Issuer for any action taken or omitted and reasonably believed by the IPA to be authorized or within the powers conferred upon it hereby.  In no event shall the IPA be liable for consequential, indirect or special damages, even if it has been advised of the possibility of such damages. The IPA shall also not be liable for any action taken, or any failure to take any action in connection with this Agreement or the services provided hereunder or otherwise to fulfill its obligations in connection with this Agreement, in the event and to the extent that the taking of such action or such failure arises out of or is caused by mechanical breakdown, computer or system failure or other failure of equipment, failure or malfunctioning of any communications media for whatever reason, or any other cause outside of the control of the IPA, provided that it undertakes to use commercially reasonable efforts to cure any such failure or breakdown of its equipment.  It is understood by the Issuer that provision of services under this Agreement is dependent upon the availability to the IPA and the Issuer of telecommunication facilities provided by third party vendors and that the IPA does not warrant or guarantee such availability.

B.The Issuer shall indemnify and hold the Indemnified Persons harmless from and against any and all costs, expenses, claims or liabilities (including, without limitation, reasonable legal fees and expenses) arising out of or connected with the performance of each Indemnified Person’s duties hereunder, except for costs, expenses, claims or liabilities arising out of the negligence or willful misconduct of an Indemnified Person.  Each Indemnified Person may rely and shall be protected in acting upon any resolution, certificate, opinion, instructions (whether oral or otherwise), receipt, or other document reasonably believed by such Indemnified Person to be (i) genuine and (ii) to have been signed or given by the proper party or parties.

C.Fees for the IPA’s services, and reimbursement of its expenses hereunder shall be as mutually agreed upon in writing between the IPA and the Issuer, which are initially set forth as Exhibit G, and shall be payable by the Issuer in accordance with such agreement.

D.Except as otherwise expressly provided herein, whenever, in the administration of this Agreement, the IPA shall deem it necessary that a matter be proved or established prior to taking, suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be

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deemed to be conclusively proved and established by a certificate or written instructions of an Issuer Agent and such certificate or written instructions shall be full warranty to the IPA for any action taken, suffered, or omitted under the provisions of this Agreement in reliance upon such certificate or written instructions.

E.Any banking association or corporation into which the IPA may be merged, converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which it shall be a party, shall succeed to all its rights, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

F.The IPA’s countersignature of a Note shall be for authentication purposes only.  The IPA shall have no liability on any Notes.  Except with respect to the IPA’s own actions in issuing and delivering Notes pursuant to Issuance Instructions, it shall not be liable for the authorization, validity or legality of any Notes delivered by it in accordance with Issuance Instructions.

G.Nothing in this Agreement constitutes a commitment or obligation of the IPA or its affiliates to extend any credit to the Issuer, nor shall any course of dealing between the Issuer and the IPA be deemed to be, or constitute, any such commitment or obligation.

10.Miscellaneous.

A.The IPA or the Issuer may terminate this Agreement upon ten (10) days’ prior written notice to the other party; provided, however, that to the extent there are then outstanding any Notes, notwithstanding such termination they shall remain valid obligations of the Issuer and shall continue to be subject to the provisions of this Agreement.  No termination of this Agreement shall affect the rights and obligations of the parties hereto with respect to transactions initiated prior to such termination.  In the event that the IPA shall give the Issuer notice of termination, the Issuer shall not issue on or after the date of such notice any Notes having a maturity in excess of thirty (30) days.

B.No amendment or modification of this Agreement shall be effective unless the same shall be in writing and signed by both of the parties hereto.  No waiver of, nor any consent to any departure from, any provision of this Agreement shall be effective unless signed by the party intended to be bound.  No such amendment, modification, waiver or consent shall adversely affect the rights of any holder of Notes outstanding at the time of such amendment, modification, waiver or consent.

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C.Any obligation under this Agreement or the Notes that falls on a day that is not a Business Day shall be performed on the next succeeding Business Day.

D.Neither party hereto may assign any of its rights or obligations hereunder without the consent of the other party hereto.

E.This Agreement may be executed in any number of counterparts and by each party hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts taken together shall constitute one and the same Agreement.

11.Notices.

Any notices, demands, instructions and other communications required or permitted to be given or made upon either party shall be in writing and shall be personally delivered or sent by first class mail, postage prepaid (or telecopier, as permitted hereunder), and shall be effective for purposes of this Agreement upon receipt by the intended recipient thereof at the address designated by such recipient, or on the next succeeding Business Day if received on other than a Business Day.  Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this paragraph (or with respect to Issuance Instructions, as permitted hereunder), notices, demands, instructions and other communications in writing shall be addressed as indicated below:

If to the IPA:	Bank One, National Association
	1 Bank One Plaza
	Suite IL1-0439, 1NS-9
	Chicago, Illinois 60670-0439
	Attn:  Commercial Paper Customer Service
	Telephone:     (312) 407-4722
	Telecopier:     (312) 407-4154
If to the Issuer:	Ecolab Inc.
	370 N. Wabasha Street
	St. Paul, MN 55102-1390
	Attn: Mr. Daniel J. Schmechel
	Telephone:   (651) 293-2861
	Telecopier:   (651) 293-2379

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12.GOVERNING LAW.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAW OF THE STATE OF NEW YORK (EXCLUDING ITS CONFLICTS OF LAWS RULES).

13.Entire Agreement.

This Agreement together with the Exhibits, constitute the entire agreement between the IPA and the Issuer relating to the subject matter hereof, and supersedes all proposals and all other communications between the parties relating hereto.

ECOLAB INC.
By:	/s/ Daniel J.Schmechel
Name:	Daniel J.Schmechel
Title:	Vice President & Treasurer
BANK ONE, National Association,  as Issuing and Paying Agent
By:	/s/ Tamra R. Amos
Name:	Tamra R. Amos
Title:	Corporate Account Executive

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EX-10.A(III)A

Exhibit 10.A(iii)A

Dealer Agreement

Ecolab Finance Pty Limited

ACN 082 979 655

Citisecurities Limited

ACN 008 489 610

and

Each party listed In Schedule 1

F R E E H I L L

H O L L I N G D A L E

& P A G E

MLC Centre Martin Place Sydney New South Wales 2000 Australia

Telephone (02) 9225 5000 Int + (61 2) 9225 5000 Facsimile (02) 9322 4000 DX 361 Sydney

Reference :SMcG : 36E

SYDNEY  MELBOURNE  PERTH  CANBERRA  BRISBANE  SINGAPORE  HANOI  HO CHI MINH CITY
CORRESPONDENT OFFICE IN JAKARTA

Liability is limited by the Solicitors Scheme under the Professional Standards Act 1994(NSW)

Dealer Agreement

Table of contents

Clause
1 Definitions and Interpretation
	1.1 Definitions
	1.2 Interpretation
2 Conditions precedent
	2.1 Conditions precedent to initial Series
	2.2 Conditions precedent to all Series
	2.3 Certified copies
	2.4 Dealer’s conditions precedent
3 The Programme
	3.1 Provision of Programme
	3.2 Facility Limit
	3.3 Several obligations and rights of Dealers
	3.4 Purpose
4 Promissory Notes
	4.1 Issue of and Subscription for Promissory Notes
	4.2 Acceptance of Bids
	4.3 Issuance Procedures
	4.4 Terms
	4.5 Terms and form of Promissory Notes
5 MTNs
	5.1 Issue of and Subscription for a Series
	5.2 Acceptance of Bids
	5.3 Issuance Procedures
	5.4 Terms
	5.5 Terms and form of MTNs
6 Information Memorandum
	6.1 Information Memorandum
7 Payments and delivery
	7.1 Manner of payment
	7.2 Registration
	7.3 Payments on a Business Day
8 Representations and warranties
	8.1 Representations and warranties
	8.2 Survival and repetition of representations and warranties

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Clause
9 Undertakings
	9.1 General undertakings
	9.2 Registry Arrangements
	9.3 Other Issues
10 Dealers’ and Arranger’s obligations
	10.1 Observance of applicable laws
	10.2 Secondary Market
	10.3 Illegality
	10.4 Arranger obligations
	10.5 Independent Investigation
	10.6 No responsibility
	10.7 Liability of Arranger
11 Indemnities
	11.1 General indemnity
	11.2 Continuing indemnity and evidence of loss
	11.3 Indemnity by Finance Party
12 Fees; Tax, costs and expenses; Interest on overdue amounts
	12.1 Fees
	12.2 Tax
	12.3 Costs and expenses
	12.4 Interest on overdue amounts
13 Termination and additional Dealers
	13.1 Termination
	13.2 Additional Dealers
	13.3 Arranger
14 General
	14.1 Notices
	14.2 Assignment
	14.3 Governing law and jurisdiction
	14.4 Prohibition and enforceability
	14.5 Waivers
	14.6 Variation
	14.7 Cumulative rights
	14.8 Certificates
	14.9 Time of the essence
	14.10 Counterparts
	14.11 Attorneys
Schedule 1 - Dealers
Schedule 2 - Pre-Issue Certificate (Clause 2.1 (a))
Schedule 3 - Additional Dealers (Clause 13.2)

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Clause

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This agreement

is made on 10 July 1998 between the following parties:

1.	Ecolab Finance Pty Limited
	ACN 082 979 655
	of Level 26, 50 Bridge Street
	Sydney, New South Wales
	(Issuer)
2.	Citisecurities Limited
	ACN 008 489 610
	of Citibank Centre
	1 Margaret Street
	Sydney, New South Wales
	(Arranger)
3.	Each Party listed In Schedule 1
	(each a Dealer)

Recitals

A.The Issuer has requested the Dealers to make available the Facility to the Issuer.

B.The Dealers have agreed to make the Facility available to the Issuer up to the Facility Limit on the terms and conditions contained in this agreement.

The parties agree

in consideration of, among other things, the mutual promises contained in this agreement:

1.Definitions and interpretation

1.1Definitions

In this agreement:

Accounting Standards means the accounting standards, practices and principles which constitute “accounting standards” as that expression is defined in the Corporations Law and, to the extent they are not inconsistent, the accounting standards, practices and principles generally accepted in Australia and consistently applied:

Austraclear means Austraclear Limited;

Austraclear System means the clearing and settlement services and systems operated by Austraclear for securities in accordance with the Regulations:

Authorisation includes:

(a)any consent, registration, filing, agreement, notarisation, certificate, licence, approval, permit, authority or exemption from, by or with a Governmental Agency; or

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(b)any consent or authorisation regarded as given by a Governmental Agency due to the expiration of the period specified by a statute within which the Governmental Agency should have acted if it wished to proscribe or limit anything already lodged, registered or notified under that statute:

Availability Period means the period commencing on the date of this agreement and ending at 2.00 pm (Sydney time) on the Termination Date or such earlier date as the Issuer and the Dealers may agree;

Bid Notice means:

(a)in respect of a Promissory Note, a notification by a Dealer to the Issuer pursuant to clause 4.1(c);

(b)in respect of a MTN, a notification by a Dealer to the Issuer pursuant to clause 5.1(c);

Business Day means:

(a)for the purpose of clause 14.1, a day on which banks are open for business in the city where the notice or other communication is received excluding a Saturday, Sunday or public holiday; and

(b)for all other purposes, a day on which banks and foreign exchange markets are open for business in Sydney;

Dealer means:

(a)in respect of Promissory Notes:

(1)the Dealers listed in part 1 of schedule 1;

(2)in respect of any Series, the Dealers who are or are to be the Dealers for that Series under this agreement; and

(b)in respect of MTNs:

(1)the Dealers listed in part 2 of schedule 1;

(2)in respect of any Series, the Dealers who are or are to be the Dealers for that Series under this agreement; and

(c)in any other case, each party listed in schedule 1 and any other person who becomes a party to this agreement pursuant to part 13 (but does not include a party that ceases to be a Dealer pursuant to part 13);

Dollars, A$ and $ means the lawful currency of the Commonwealth of Australia:

Facility means the commercial paper and medium term note programme made available by the Dealers to the Issuer under this agreement;

Facility Limit means $200,000,000 or such other amount as the Issuer and the Arranger (with the consent of a Majority of Dealers) may agree at any time;

Finance Party means each of the following:

(a)the Arranger;

(b)each Dealer;

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Governmental Agency means:

(a)any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity;

(b)any self-regulatory entity established under any law or regulation or any stock or other securities exchange;

Guarantee and Negative Pledge means the deed poll dated on or about the date of this agreement executed by the Guarantor;

Guarantor means Ecolab Inc., a company incorporated under the laws of Delaware, United States of America;

Holder means a MTN Holder or a Promissory Note Holder;

I&P Agent means Perpetual Trustee Company Limited;

I&P Agreement means the Issue and Paying Agency Agreement dated on or about the date of this agreement between the Issuer and the I&P Agent;

Information Memorandum means, at any time:

(a)the Information Memorandum dated on or about the date of this agreement or the most recent Information Memorandum, as the case may be, prepared by the Issuer in connection with the Facility;

(b)any document incorporated by reference in, or forming part of, the Information Memorandum;

(c)in respect of any Series or any Promissory Note or MTN, any Pricing Supplement issued in connection with the Series or applicable to the Promissory Note or MTN, as the case may be; and

(d)any other information authorised by the Issuer to be circulated at any time in connection with the Facility;

Interest Payment Date means in respect of a MTN which bears an Interest Rate, a date upon which interest is to be paid on the MTN;

Interest Rate means in respect of a MTN which bears an Interest Rate, the interest rate that is to apply to the MTN;

issue means in respect of a MTN, the constitution of the MTN;

Issue Date means:

(a)in respect of a Promissory Note, the date for the issue of the Promissory Note; and

(b)in respect of a MTN, the date for the issue of the MTN being up to 30 days (or such other period as the Issuer and the Dealers who have agreed to subscribe or procure subscriptions for the Series of which the MTN forms part may agree) after the Pricing Date;

Issue Notice means:

(a)in respect of a Promissory Note, a notification by the Issuer to any Dealer pursuant to clause 4.1(a);

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(b)in respect of a MTN, a notification by the Issuer to any Dealer pursuant to clause 5.1(a);

Majority Dealers means Dealers representing not less than 60% of the Dealers by number;

Master Note means the deed poll dated on or about the date of this agreement executed by the Issuer in favour of the MTN Holders;

Maturity Date means:

(a)in respect of a Promissory Note, the date that the Promissory Note is due to be paid; and

(b)in respect of a MTN, the date for final redemption of that MTN;

MTN means an obligation of the Issuer to a person in respect of indebtedness of the Issuer to that person under the Master Note, ownership of which is recorded in and evidenced by registration in the Register;

MTN Holder means at any time, a person who is registered in the Register as the holder or owner of a MTN and who has rights against the Issuer under, and has the benefit of, the Master Note in respect of the MTN;

Officer means:

(a)in relation to the Issuer, a director or a secretary, or a person notified to be an authorised officer, of the Issuer; and

(b)in relation to a Finance Party, any officer, as that expression is defined in the Corporations Law, of that Finance Party;

Outstanding means a Promissory Note or MTN, as the case may be, which has not been redeemed, repurchased, cancelled or otherwise satisfied in full by the Issuer;

Outstanding Amount means:

(a)in respect of an Outstanding Promissory Note, the Principal Amount of the Promissory Note less the aggregate of any part of the Principal Amount which has been paid or is on deposit with the I&P Agent; and

(b)in respect of an Outstanding MTN, the Principal Amount of the MTN less the aggregate of any part of the Principal Amount that has been paid or otherwise satisfied by the Issuer;

Pricing Date means in respect of a MTN, the date upon which a bid or offer by a Dealer to subscribe for the MTN is or is to be accepted by the Issuer;

Pricing Supplement means in respect of a Series, the Pricing Supplement, if any issued or to be issued by the Issuer under clause 4.4 or clause 5.4 specifying:

(a)the Issue Date and the Maturity Date;

(b)the Interest Rate and Interest Payment Dates, if applicable; and

(c)any other terms and conditions.

of the Promissory Notes or MTNs, as the case may be, and being in the form set out in schedule 4;

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Principal Amount means:

(a) in respect of a Promissory Note, the face value amount stated on the Promissory Note;

(b)in respect of a MTN, the face value amount of the MTN;

Promissory Note Holder means a holder from time to time of a Promissory Note:

Promissory Notes means the short term promissory notes of the Issuer issued under the I&P Agreement and drawn in accordance with the Bills of Exchange Act 1909 and substantially in the form and terms set out in schedule 4 of this agreement;

Purchase Price means:

(a)in respect of a Promissory Note the amount calculated as follows:

PP	=	PA x 36500
		36500 + (YxT)

where:

PP  =Purchase Price

PA  =Principal Amount of the Promissory Note

Y  =yield to maturity of the Promissory Note, expressed as a percentage per annum of 2 decimal places

T  =the Tenor of the Promissory Note;

(b)in respect of a MTN, the amount payable to the Issuer upon subscription for the MTN;

Register means the register of the MTN Holders as maintained by the Registrar as contemplated by the Registry Services Deed;

Registrar means Perpetual Trustee Company Limited;

Registry Services Deed means the deed dated on or about the date of this agreement between the Registrar and the Issuer;

Regulations means the Operating Manual and Regulations of Austraclear;

Related Corporation means in the case of the Issuer, a “related body corporate” as that expression is defined in the Corporations Law and includes a body corporate which is at any time after the date of this agreement a “related body corporate” but ceases to be a “related body corporate” because of an amendment consolidation or replacement of the Corporations Law:

Same Day Funds means bank cheque or other immediately available and freely transferable funds;

Security means any Promissory Note or MTN:

Series means any Promissory Notes or MTNs having or to have the same Issue Date, Maturity Date and Terms;

Series Conditions means in respect of a Series of MTNs, the terms and conditions applicable to the MTNs as set out in the relevant Pricing Supplement;

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Tax means:

(a)any tax, levy, charge, impost, duty, fee, deduction, compulsory loan or withholding; or

(b)any income, stamp or transaction duty, tax or charge,

which is assessed, levied, imposed or collected by any Governmental Agency and includes, but is not limited to, any interest, fine, penalty, charge, fee or other amount imposed on or in respect of any of the above;

Tenor means, in relation to a Promissory Note, the number of days from and including its Issue Date to, but excluding, its Maturity Date;

Termination Date means the date which is 30 days after the Issuer or the Dealers, as the case may be, has given notice of termination of this agreement pursuant to clause 13.1;

Terms means:

(a)in respect of a Series of Promissory Notes, the terms and conditions applying to the Series pursuant to the Promissory Notes; and

(b)in respect of a Series of MTNs, the terms and conditions applying to the Series pursuant to the Master Note and the Series Conditions;

Transaction Document means:

(a)this agreement;

(b)the Master Note;

(c)the Promissory Notes;

(d)the I&P Agreement;

(e)the Registry Services Deed;

(f)the Guarantee and Negative Pledge;

(g)the Information Memorandum,

or any document or agreement entered into or given under any of the above or agreed by the Issuer and the Arranger to be a Transaction Document.

1.2          Interpretation

In this agreement, unless the context otherwise requires:

(a)headings and underlinings are for convenience only and do not affect the interpretation of this agreement;

(b)words importing the singular include the plural and vice versa:

(c)words importing a gender include any gender;

(d)other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning;

(e)an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any Governmental Agency:

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(f)a reference to a part, clause, party, annexure, exhibit or schedule is a reference to a part and clause of, and a party, annexure, exhibit and schedule to, this agreement and a reference to this agreement includes any annexure, exhibit and schedule;

(g)a reference to:

(1)a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it;

(2)a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute; and

(3)the Regulations includes all amendments to the Regulations;

(h)a reference to a document includes all amendments or supplements to, or replacements or novations of , that document:

(i)a reference to liquidation includes administration, official management, compromise, arrangement, merger, amalgamation, reconstruction, winding up, dissolution, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, bankruptcy, or  a similar procedure or, where applicable, changes in the constitution of any partnership or person, or death;

(j)a reference to a party to any document includes that party’s successors and permitted assigns and substitutes (including any person taking by way of novation);

(k)where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the succeeding Business Day;

(l)a reference to an agreement other than this agreement includes an undertaking, deed, agreement or legally enforceable arrangement or understanding whether or not in writing;

(m)a reference to an asset includes all property of any nature, including, but not limited to, a business, and all rights, revenues and benefits;

(n)a reference to a document includes any agreement in writing, or any certificate, notice, instrument or other document of any kind;

(o)no provision of this agreement will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this agreement or that provision;

(p)a reference to any financial statements, accounts or accounting term is to be interpreted, or shall be prepared, in accordance with the Accounting Standards.

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2Conditions precedent

2.1Conditions precedent to Initial Series

The Issuer may not request the issue of the initial Series pursuant to part 4 or part 5 from a Dealer until the Arranger has received all of the following in form and of substance reasonably satisfactory to the Arranger:

(a)pre-issue certificate: a certificate in the form of, and providing the details indicated in, schedule 2 dated not more than 7 days before the first Issue Date, given in respect of the Issuer addressed to the Arranger and signed by an Officer of the Issuer together with all attachments referred to in the certificate being true, complete and up-to-date copies, where applicable, of the following:

(1)the memorandum and articles of association or other constituent documents of the Issuer;

(2)duly executed power of attorney granted by the Issuer empowering the attorney to execute the Transaction Documents to which it is a party;

(3)forms lodged with the Australian Securities Commission in accordance with section 242(8) or section 361(1) of the Corporations Law notifying the Australian Securities Commission of the particulars or any change in the particulars of the officers of the Issuer, which will evidence the appointment of the current officers of the Issuer;

(4)extracts of minutes of a meeting of the directors of  the Issuer approving execution of the Transaction Documents to which it is a party and the granting of the powers of attorney referred to in clause 2.1(a)(2); and

(5)any Authorisations necessary or desirable to be obtained by the Issuer concerning the execution, delivery, performance, validity or enforceability of the Transaction Documents;

(b)Transaction Documents: copies of each Transaction Document which is or on the first Issue Date is required by the Arranger to be, executed, duly executed by all parties to them other than the Finance Parties and duly stamped or, if the Arranger permits, sufficient Same Day Funds or other provision to meet all liabilities to Tax on or in respect of them:

(c)Information Memorandum: such number of printed copies of the Information Memorandum as each Dealer may require;

(d)legal opinions: legal opinions from Baker & McKenzie, counsel for the Issuer and Oppenheimer Wolf & Donnelly, counsel for the Guarantor addressed to the Arranger and the Issuer.

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2.2Conditions precedent to all Series

The obligations of each Dealer with respect to any Series is subject to the following conditions being fulfilled to the reasonable satisfaction of the Arranger:

(a)Pricing Supplement: the issue by the Issuer of any Pricing Supplement necessary or desirable in connection with the Series in accordance with this agreement;

(b)Issue Date: the Issue Date for the Series is a Business Day within the Availability Period;

(c)Facility Limit: the aggregate Principal Amount of the Securities comprising the Series to be issued will not, when added to the Outstanding Amount of all Securities on issue on the proposed Issue Date, exceed the Facility Limit;

(d)warranties correct: each representation and warranty contained in part 8 and in the Guarantee and Negative Pledge is true, correct and not misleading in any material respect on and as of the Pricing Date, and the Issue Date for the Series as if it had been made on and as of each date in respect of the facts and circumstances existing at that time;

(e)Compliance: the Issuer has complied with all its obligations in connection with the issue of a Series;

(f)Market disorder: there must not have occurred, in the Arranger’s reasonable opinion, a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls that would be likely to prejudice materially the proposed issue or sale or distribution of the Series, whether in the primary market or in respect of dealings in the secondary market;

(g)Authorisations: the Arranger has received all Authorisations required for the issue of the Series and each is in full force and effect and each statement made by the Issuer contained in them is true and complete;

(h)Other documents: the Arranger has received all other documents which it has reasonably requested the Issuer to provide;

(i)rating: the Securities are rated by Standard & Poor’s Rating Services:

(1)no lower than “A2” in the case of the Promissory Notes; and

(2)no lower than “BBB” in the case of the MTNs;

(j)Event of Default: no Event of Default (as defined in the Conditions applicable to any MTNs) has occurred which is subsisting;

(k)Transaction Documents: the Transaction Documents constitute valid and binding obligations of the Issuer and the Guarantor  (as applicable) enforceable in accordance with their terms.

2.3Certified copies

An Officer of the Issuer must certify a copy of a document given to a Finance Party under clauses 2.1 or 2.2 to be a true and up-to-date copy of the original

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document as at a date not more than 7 days before the date it is given to the Finance Party.

2.4Dealer’s conditions precedent

(a)A condition in this part 2 is for the benefit only of the Finance Parties and only the Arranger (following consultation with the relevant Dealers) may waive it.

(b)The Arranger shall notify the relevant Dealers of the satisfaction, to the best of its knowledge and belief, of the conditions precedent in this part 2, but shall have no liability to the Dealers or any other party in respect of such notification except in the case of the Arranger’s fraud or gross negligence.

3The Programme

3.1Provision of Programme

The Dealers grant to the Issuer the Facility for the placing by the Dealers of Promissory Notes issued under the I&P Agreement and MTNs issued under the Master Note on the terms and conditions of this agreement.

3.2Facility Limit

The aggregate Outstanding Amount of the Securities must not at any time exceed the Facility Limit.

3.3Several obligations and rights of Dealers

The obligations and rights of the Dealers under this agreement are several and:

(a)failure of a Dealer to perform its obligations does not relieve any other Dealer from any of its obligations;

(b)no Dealer is responsible for the obligations of any other Dealer or (unless it is the Arranger) the Arranger; and

(c)subject to each Transaction Document, each Dealer may separately enforce its rights under any Transaction Document.

3.4Purpose

The proceeds received by the Issuer from the issue of Promissory Notes and MTNs will be used by the Issuer for its general funding purposes and financing of Related Corporations.

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4Promissory Notes

4.1Issue of and Subscription for Promissory Notes

(a)The Issuer may at any time before 9.00 am (Sydney time) (or such other time as agreed between the Issuer and the Dealers) on a proposed Issue Date during the Availability Period request the Dealers to bid for Promissory Notes by telephone or facsimile notice to the Dealers on the basis that:

(1)the Issuer may invite all or any of the Dealers to bid for the Promissory Notes;

(2)the invited Dealers may, but shall have no obligation to, make a bid for the Promissory Notes on the terms, if any, set out in the Issue Notice provided that any such bid must specify in relation to each Series:

(A)the number and Principal Amount of the Promissory Notes which the Dealer is bidding for;

(B)the time by which any bid must be made which must be no later than 10.00 am on the Issue Date;

(3)the Issuer shall have no obligation to accept any bid made by any Dealers;

(4)the relevant Dealers and the Issuer shall ensure that any Series shall comply with the Transaction Documents; and

(5)if the Issue Notice is made by telephone the Issuer must within 24 hours confirm the details of the Issue Notice in writing to the relevant Dealers provided that the non-receipt of the written confirmation does not affect the validity of the Issue Notice.

(b)The Issuer may from time to time notify the Dealers of the indicative bid rates (whether expressed as a discount, a yield or otherwise) at which the Issuer would be prepared to issue any Series provided that the Issuer must promptly notify the Dealers of any change to any such rates.

(c)A Dealer may at any time during the Availability Period by telephone or facsimile to the Issuer make an unsolicited bid to the Issuer for Promissory Notes.  If the Bid Notice is made by telephone the Dealer must within 24 hours confirm the details of the Bid Notice in writing to the Issuer provided that the non-receipt of the written confirmation does not affect the validity of the Bid Notice.  The Issuer is not required to inform any Dealer as to any unsolicited Bid Notice of any other Dealer (other than as required by this part 4) and no other Dealer shall have the right to participate in any such bid.

(d)An Issue Notice or a Bid Notice must specify:

(1)the aggregate Principal Amount of the Promissory Notes to be issued which must not be less than $2,000,000 (or such other amount as may be agreed between the Issuer and the Arranger from time to time);

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(2)the Issue Date;

(3)the Maturity Date;

(4)the Tenors of the Promissory Notes;

(5)the aggregate Principal Amount of the Promissory Notes which may be issued for each Tenor;

(6)in the case of an Issue Notice, the indicative bid rate, if any, at which the Issuer may be prepared to issue the Promissory Notes;

(7)in the case of a Bid Notice, the bid rate the Dealer is prepared to subscribe for or procure the subscription for the Promissory Notes;

(8)the time by which any bid must be made by a Dealer which must be no later than 10.00 am on the Issue Date or a bid must be accepted by the Issuer; as the case may be;

(9)the delivery instructions for the Promissory Notes;

(10)such other information as the Issuer or the Dealer, as the case may be, may include in respect of the Promissory Notes.

4.2Acceptance of Bids

(a)Subject to this agreement:

(1)if the Issuer is to accept any bids, the Issuer must accept bids in the order such that the lowest bid rate is accepted first and if 2 or more bid rates are the same the Issuer must accept those bids pro rata between the relevant Dealers;

(2)the Issuer may only accept any bid made by any Dealer by telephone or facsimile notice pursuant to this part 4 within 1 hour (or such other period as the Issuer and the Dealer may agree) of its receipt by the Issuer and if not accepted in accordance with this clause 4.2(a) the bid shall lapse;

(3)a bid accepted by the Issuer in accordance with clause 4.2(a)(2) creates a binding agreement between the Issuer and the Dealer, for the issue and subscription of the Promissory Notes of the Series for which the Dealer’s bid has been accepted.  The Issuer must within I Business Day following the acceptance by the Issuer of any bid, by notice to the Dealer confirm its acceptance of the bid by the Dealer and the Purchase Price in respect of the Series provided that the delayed receipt or non-receipt by the Dealer of any notice shall not affect the validity of the acceptance by the Issuer of the bid;

(4)in the event of any over-subscription, the Issuer may not accept bids in excess of the tender amount requested without the consent of all Dealers.

(b)The Issuer must not make any unsolicited request to, or accept any unsolicited bids from, any Dealers while a competitive tender pursuant to clause 4.1(a) is in progress.

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4.3Issuance Procedures

(a)On the Issue Date for a Series of Promissory Notes:

(1)the Issuer must:

(A)issue or arrange for the I&P Agent to issue Promissory Notes against payment of the Purchase Price for the Promissory Notes; and

(B)make or arrange for the I&P Agent to make the Promissory Notes available in Sydney or such other place as may be agreed in writing between the Issuer and the relevant Dealer; and

(2)the relevant Dealer must pay the aggregate Purchase Price to the Issuer for the Promissory Notes to be subscribed for, or the subscription for which is to be procured, by the Dealer against physical delivery of the Promissory Notes or in such other manner as may be agreed between the Issuer and the Dealer.

(b)Settlement for the issue of Promissory Notes and the payment of the Purchase Price shall be made at the offices of the I&P Agent as set out in the I&P Agreement.

(c)Subject to this agreement, in the event that a Dealer has agreed with the Issuer to have Promissory Notes settled through the Austraclear System transactions between the Issuer and the Dealer in relation to the Promissory Notes shall be governed by the Regulations.

(d)Subject to this clause 4.3, the Issuer and the Dealers may from time to time agree the procedures for the issue of and subscription for any Series including in relation to the making of any requests or bids, the timing of any response or acceptance, the timing and manner of any pricing, sale and settlement and the issue of any Promissory Notes.

4.4Terms

(a)Upon the acceptance by the Issuer of any bid for Promissory Notes:

(1)the Issuer must within I Business Day by notice to each relevant Dealer confirm the acceptance, number, Principal Amount, the Issue Date, the Maturity Date, and Purchase Price and aggregate face value of the Promissory Notes in each Series for which the Dealer is to subscribe or procure subscriptions provided that the delayed receipt or non-receipt of any such notice by the Dealer shall not affect the validity of the agreement in respect of the Series; and

(2)each relevant Dealer must subscribe or procure the subscription for the Promissory Notes and the Issuer must issue the Promissory Notes on the Terms agreed subject to and in accordance with this agreement.

(b)Any Promissory Notes which a Dealer may from time to time subscribe or procure the subscription for shall be made by the Dealer in reliance upon the representations, warranties, undertakings and agreements of the Issuer

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in this agreement and on the terms and conditions and in the manner provided in this agreement.

4.5 Terms and form of Promissory Notes

Each Promissory Note must be:

(a)denominated in Dollars;

(b)for a Tenor of not less than 7 days and not more than 365 days;

(c)for a Purchase Price of not less than $500,000;

(d)for a Principal Amount of not less than $1,000,000 and an integral multiple of $100,000 as agreed between the Issuer and the Dealer who is to purchase or procure the purchase of the Promissory Note;

(e)subject to the Terms.

5              MTNs

5.1Issue of and Subscription for a Series

(a)The Issuer may from time to time during the Availability Period request any Dealer to bid for MTNs by telephone or facsimile notice to the Dealer on the basis that:

(1)the Issuer may invite all or any of the Dealers to bid for MTNs:

(2)the invited Dealers may, but shall have no obligation to, make a bid for MTNs on the terms, if any, set out in the Issue Notice provided that any such bid must specify in relation to each Series:

(A)the number and Principal Amount of the MTNs which the Dealer is bidding for;

(B)unless such Series Conditions are specified in the Issue Notice, the Purchase Price (expressed as a percentage of the Principal Amount) and, if applicable, the Interest Rate and the Interest Payment Date for the MTNs which the Dealer is bidding for;

(3)the Issuer shall have no obligation to accept any bid made by any Dealer:

(4)the relevant Dealers and the Issuer shall ensure that any Series shall comply with the Transaction Documents; and

(5)if the Issue Notice is made by telephone the Issuer must within 24 hours confirm the details of the Issue Notice in writing to the relevant Dealers provided that the non-receipt of the written confirmation does not affect the validity of the Issue Notice.

(b)The Issuer may from time to time notify the Dealers of the indicative bid rates (whether expressed as a discount, a yield or otherwise) at which the Issuer would be prepared to issue any Series provided that the Issuer must promptly notify the Dealers of any change to any such rates.

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(c)A Dealer may at any time during the Availability Period by telephone or facsimile notice to the Issuer make an unsolicited bid to the Issuer for MTNs.  If the Bid Notice is made by telephone the Dealer must within 24 hours confirm the details of the Bid Notice in writing to the Issuer provided that the non-receipt of the written confirmation does not affect the validity of the Bid Notice.  The Issuer is not required to inform any Dealer as to any unsolicited Bid Notice of any other Dealer (other than as required by this part 5) and no other Dealer shall have the right to participate in any such bid.

(d)An Issue Notice or a Bid Notice must specify:

(1)the aggregate Principal Amount of the MTNs;

(2)the Issue Date;

(3)the Maturity Date;

(4)the Pricing Date, if any;

(5)in the case of an Issue Notice, the indicative bid rate, if any, at which the Issuer may be prepared to issue MTNs;

(6)in the case of a Bid Notice, the Interest Rate and Interest Payment Dates, if applicable, the Purchase Price (expressed as a percentage of the Principal Amount of the MTNs) and the number and Principal Amount of the individual MTNs;

(7)the time by which any bid must be made by a Dealer or a bid must be accepted by the Issuer, as the case may be; and

(8)such other information as the Issuer or the Dealer, as the case may be, may include in respect of the MTNs.

5.2Acceptance of Bids

Subject to this agreement:

(a)except where bids have been invited under clause 5.1(a)(1) from one Dealer only, if the Issuer is to accept any bids the Issuer must only accept those bids as directed by the Arranger (following consultation with the Issuer and the relevant Dealers);

(b)the Issuer may only accept any bid made by any Dealer by telephone or facsimile notice pursuant to this part 5 within 1 hour (or such other period as the Issuer and the Dealer may agree) of its receipt by the Issuer and if not accepted in accordance with this clause 5.2(a) the bid shall lapse;

(c)a bid accepted by the Issuer in accordance with clause 5.2(a)(2) creates a binding agreement between the Issuer and the Dealer, for the issue and subscription of the MTNs of the Series for which the Dealer’s bid has been accepted.  The Issuer must within 1 Business Day following the acceptance by the Issuer of any bid, by notice to the Dealer confirm its acceptance of the bid by the Dealer and the Purchase Price in respect of the Series provided that the delayed receipt or non-receipt by the Dealer of any notice shall not affect the validity of the acceptance by the Issuer of the bid;

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(d)in the event of any over-subscription, the Issuer may, subject to the Facility Limit and this part 5, accept bids up to 150% of the tender amount requested.

5.3Issuance Procedures

(a)On the Issue Date for a Series of MTNs:

(1)the Issuer against payment of the Purchase Price for the MTNs by or procured by the relevant Dealer, must;

(A)register or procure the registration of the Dealer or such person as the Dealer may direct as the MTN Holder in such amount as the Dealer may notify; and

(B)comply with its obligations under the Transaction Documents; and

(2)each Dealer subscribing or procuring the subscription for MTNs must pay or procure the payment to the Issuer of the aggregate Purchase Price for the MTNs.

(b)Subject to this agreement, in the event that a Dealer has agreed with the Issuer to have MTNs settled through the Austraclear System, transactions between the Issuer and the Dealer in relation to the MTNs shall be governed by the Regulations.

(c)Subject to this clause 5.3, the Issuer and the Dealers may from time to time agree the procedures for the issue of and subscription for any Series including in relation to the making of any requests or bids, the timing of any response or acceptance, the timing and manner of any pricing, sale and settlement and the issue of any MTNs.

5.4Terms

(a)Upon the acceptance by the Issuer of any bid for MTNs:

(1)the Issuer must within 1 Business Day:

(A)by notice to each Dealer confirm the acceptance, number, Principal Amount, the Issue Date, the Maturity Date and Purchase Price and aggregate face value of the MTNs in each Series for which the Dealer is to subscribe or procure subscriptions provided that the delayed receipt or non-receipt of any such notice by the Dealer shall not affect the validity of the agreement in respect of the Series; and

(B)deliver to the Dealer a Pricing Supplement for each Series of MTNs for which the Dealer is to subscribe or procure subscriptions, setting out the Series Conditions that will apply to the Series; and

(2)each relevant Dealer must subscribe or procure the subscription for the MTNs and the Issuer must issue the MTNs on the Terms agreed subject to and in accordance with this agreement.

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(b)Any MTNs which a Dealer may from time to time subscribe or procure the subscription for shall be made by the Dealer in reliance upon the representations, warranties, undertakings and agreements of the Issuer in this agreement and on the terms and conditions and in the manner provided in this agreement.

5.5Terms and form of MTNs

Each MTN must be:

(a)denominated in Dollars;

(b)for a term of not less than 365 days and otherwise as specified in the Pricing Supplement but in any event never greater than 7 years;

(c)for a Purchase Price of not less than $1,000,000;

(d)for a Principal Amount of not less than $1,000,000 and an integral multiple of $100,000;

(e)registered on issue on the Register in such Australian capital city as the Issuer and the Registrar may agree or failing which, Canberra;

(f)constituted by the Master Note; and

(g)subject to the Terms.

6Information Memorandum

6.1Information Memorandum

(a)The Issuer authorises each Finance Party to provide copies of the Information Memorandum to any potential Holders subject to, and on terms which are not inconsistent with, the conditions contained or referred to in the Information Memorandum until such time as the Issuer notifies each Finance Party that the Information Memorandum is being updated or revised and after that notification each Finance Party must use only an updated or revised Information Memorandum prepared by or on behalf of the Issuer.

(b)The Finance Parties must not give any information or make any representation regarding any Promissory Note or MTN or the financial condition and affairs of the Issuer that is not contained in the Information Memorandum other than:

(1)copies of written confirmations of ratings made by any rating agency in relation to the Issuer or the Promissory Notes or MTNs;

(2)any other information or representation approved in writing from time to time by the Issuer.

(c)Each Finance Party will promptly indemnify the Issuer for any loss or damage caused by a failure of that Finance Party to comply with clause 6.1(a) or clause 6.1(b).

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(d)The Issuer must notify each Finance Party promptly of any act, matter or thing of which it is aware and which renders anything contained in the Information Memorandum untrue, inaccurate, incomplete or misleading in any material respect and promptly following such notification ensure that a new Information Memorandum or a Pricing Supplement is prepared and made available to the Finance Parties.

7 Payments and delivery

7.1Manner of payment

All payments under the this agreement must be made:

(a)in Same Day Funds;

(b)in Dollars;

(c)not later than 1.00 pm (Sydney time) (or such other time as may be agreed between the Issuer and the Dealer) on the due date,

to the account of the payee specified by the payee to the payer or in such other manner as the payee directs from time to time.

7.2Registration

Notwithstanding any Term of a Series of MTNs, the Issuer must promptly after the Issue Date for a Series of MTNs provide or procure the provision to the Dealer of evidence as to the ownership of the MTNs that the Dealer has subscribed or procured the subscription for and any documentation required in connection with any transfer of any MTNs.

7.3Payments on a Business Day

If a payment under this agreement is due to be made on a day which is not a Business Day, the due date for that payment is the next Business Day in the same calendar month or, if none, the preceding Business Day, but no adjustment shall be made to any interest payable on that day.

8 Representations and warranties

8.1Representations and warranties

The Issuer represents and warrants, to and for the benefit of each Finance Party, that:

(a)incorporation: it is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation;

(b)corporate power: it has the corporate power to own its assets and to carry on its business as it is now being conducted;

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(c)authority: it has full power and authority to enter into and perform its obligations under the Transaction Documents to which it is expressed to be a party or is stated to have an obligation with respect thereto;

(d)authorisations: it has taken all necessary action to authorise the execution, delivery and performance of the Transaction Documents to which it is expressed to be a party or is stated to have an obligation with respect thereto and the Information Memorandum in accordance with their terms;

(e)binding obligations: the Transaction Documents to which it is expressed to be a party or is stated to have an obligation with respect thereto constitute its legal, valid and binding obligations and, subject to any necessary stamping and registration, are enforceable in accordance with their terms subject to laws generally affecting creditors’ rights and to principles of equity;

(f)nature of obligations: its payment obligations under the Transaction Documents to which it is expressed to be a party or is stated to have an obligation with respect thereto constitute direct, unconditional and unsecured obligations ranking pari passu with all of its other unsecured and unsubordinated payment obligations except obligations preferred by mandatory operation of law;

(g)transaction permitted: the execution, delivery and performance by it of the Transaction Documents to which it is expressed to be a party or is stated to have an obligation with respect thereto and the issue of the Information Memorandum do not and will not violate:

(1)any law, regulation, authorisation, ruling, consent, judgment, order or decree of any Governmental Agency;

(2)its memorandum and articles of association or other constituent documents;

(h)accounts: the most recent consolidated audited balance sheets and profit and loss accounts (if any) of it and its Subsidiaries:

(1)were prepared in accordance with the Accounting Standards for financial statements for a financial year; and

(2)are a true, fair and accurate statement of the financial condition and state of affairs (including disclosing or reflecting all actual and contingent obligations) of it and its Subsidiaries at the date to which they relate and the results of the operations of it and its Subsidiaries, if any, for the accounting period to which they relate;

(i)disclosure:

(1)as at the date of the most recent Information Memorandum all information contained in the Information Memorandum is true and correct in all material respects and is not, whether by omission of information or otherwise, misleading in any material respect;

(2)it is not aware of any material facts or circumstances that have not been disclosed to the Dealers which would reasonably be expected, if not disclosed, to be material to the decision of a person

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considering whether or not to subscribe for or purchase Promissory Notes or MTNs;

(j)no failure to disclose: it has not withheld from any Finance Party any document, information or other fact which could reasonably be expected to be material to the decision of each Finance Party to enter into and perform the Transaction Documents to which each Finance Party is a party (it being acknowledged that the information given to each Finance Party has induced each Finance Party to enter into those Transaction Documents).

8.2Survival and repetition of representations and warranties

The representations and warranties in, or given under, this agreement including, but not limited to, clause 8.1:

(a)survive the execution of each Transaction Document, the subscription of any Promissory Notes or MTNs; and

(b)are regarded as repeated on the date of each Issue Notice and on each Issue Date with respect to the facts and circumstances then subsisting.

9Undertakings

9.1General undertakings

The Issuer undertakes to the Arranger and the Dealers that it must:

(a)annual accounts: furnish to the Arranger and each Dealer as soon as practicable, but in any event no later than 120 days after the end of each financial year, the consolidated audited profit and loss statement for that financial year and the consolidated audited balance sheet of it as at the end of that financial year;

(b)Guarantor: so long as any of the MTNs remain outstanding, furnish or cause to be furnished upon request to the Arranger or any Dealer, copies of each report which shall be filed by the Guarantor with the United States Securities and Exchange Commission under section 13 of the Securities Exchange Act of 1934 of the United States of America;

(c)other information: at the reasonable request of the Arranger, furnish to the Arranger and each Dealer any other information about the financial condition or state of affairs of it;

(d)Dealers: notify each Dealer of the appointment of, or termination of the appointment of, any Dealer under this agreement;

(e)authorised signatory: furnish to the Arranger and the Dealers the names and specimen signatures of any additional or substitute authorised officers under the Transaction Documents;

(f)cancellation of MTNs: notify the Arranger and the Dealers after any repayment, redemption, purchase or cancellation of MTNs in accordance with the terms and conditions thereof on a date other than their Maturity

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Date, the details of the MTNs so repaid, redeemed, repurchased or cancelled;

(g)rating: as soon as possible, and in any event within 3 Business Days, after the Issuer or Guarantor acquires actual knowledge that either of the Guarantor’s short term or long term credit ratings assigned by Standard & Poor’s Rating Agency or Moody’s Investor Services, Inc. has changed, or that the credit rating assigned by Standard & Poor’s Rating Services to the Securities has changed, written notice informing the Arranger and Dealers of such change;

(h)Event of Default: notify the Arranger and each Dealer of the occurrence of any Event of Default (as defined in the Master Note or the Conditions applicable to any MTNs) or any material breach or default by the Issuer or Guarantor under the terms of any Transaction Document.

9.2Registry Arrangements

(a)The Issuer must within 1 Business Day of the proposed Issue Date for any Series of MTNs notify the Registrar of all relevant information in relation to the Series required to be notified under and in accordance with the Registry Services Deed.

(b)The Issuer must maintain or procure the maintenance of the Register in accordance with the Registry Services Deed.  The Issuer must also procure that marking facilities are available in any Australian city as the Issuer and Registrar may agree.

(c)The Issuer must cause the Registrar to enter on the Register all the information required to be entered by the Master Note.

(d)The Issuer must not amend or vary or agree to any amendment or variation of the Registry Services Deed without the prior consent of the Arranger.

9.3Other Issues

(a)Subject to clause 9.3(b), the Issuer may from time to time without the consent of any Finance Party create and issue further notes, bonds, securities or any other debt instruments on such terms as the Issuer may determine.

(b)The Issuer may not issue any Promissory Notes or MTNs under this agreement other than to or through a Dealer in accordance with this agreement.

10Dealers’ and Arranger’s obligations

10.1Observance of applicable laws

(a)Subject to clause 10.1(b) the Dealers are authorised to sell any Promissory Notes or MTNs subscribed for by the Dealers under this agreement on such terms and at such times as the Dealers think fit and shall be entitled to retain for their own account the whole of the proceeds of any such sale.

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(b)Each Dealer:

(1)acknowledges that no prospectus in relation to any Transaction Documents has been lodged with, or registered by, any Governmental Agency, and no action has been taken or will be taken in any jurisdiction which would permit a public offering of the Promissory Notes or MTNs, or possession or distribution of the Information Memorandum or any other offering material in relation to the Promissory Notes or MTNs in any jurisdiction where action for that purpose is required;

(2)must not offer for subscription or purchase, or issue invitations to subscribe for or buy, or sell or deliver any Promissory Note or MTN or distribute the Information Memorandum, any prospectus, circular, advertisement or other offering materials relating to any Promissory Note or MTN;

(A)outside the Commonwealth of Australia; or

(B)otherwise in any jurisdiction except in such manner and in such circumstances that will result in compliance with all applicable laws and regulations;

(3)without limiting clause 10.1(b)(2), must observe the Corporations Law, the Corporations Regulations and all other applicable laws and regulations in any jurisdiction in which it may offer, sell or deliver any Promissory Note or MTN;

(4)is not authorised to make, and will not make, any representation or use of any information in connection with the issue, subscription and sale of the Promissory Notes or MTNs other than information on the public record, information contained in, or incorporated by reference in, the Information Memorandum or the Promissory Notes or MTNs, or information otherwise authorised by the Issuer from time to time;

(5)must obtain all Authorisations required by it for the subscription, offer, sale or delivery by them of any Promissory Notes or MTNs under the laws of any jurisdiction to which they are subject or in which they make any subscription, offer, sale or delivery of any Promissory Notes or MTNs and the Dealers must comply with all such laws;

(6)must not offer or sell any Promissory Notes or MTNs other than on the terms and conditions of, and subject to, this agreement.

10.2Secondary Market

(a)Each Dealer in respect of a Series in which it was a Dealer must:

(1)on request from a Holder offer a price to the Holder at which the Dealer will purchase any Promissory Notes or MTNs in the Series from the Holder;

(2)consult with the Issuer and Arranger to determine measures to promote a secondary market in Promissory Notes or MTNs; and

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(3)upon request of the Issuer and subject to reaching substantial agreement in respect of the measures referred to in clause 10.2(b), use its reasonable endeavours, subject to market conditions, to establish and maintain a secondary market and facilitate liquidity in the Promissory Notes or MTNs.

(b)If the Issuer elects not to promote or establish a secondary market in relation to the Promissory Notes or MTNs then the Dealers are under no obligation under clauses 10.2(a)(2) and 10.2(a)(3) with respect to the Promissory Notes or MTNs, as the case may be.

10.3Illegality

If at any time it is unlawful or impracticable for a Dealer to perform any of its obligations under this agreement then:

(a)the Dealer’s obligations under the Transaction Documents are immediately suspended for the duration of such illegality or other effect;

(b)the Dealer must use its reasonable endeavours to restructure its participation in the Facility to avoid such illegality or other effect;

(c)if the Dealer is not able to restructure its participation within 30 days of its obligations being suspended pursuant to clause 10.3(a), the Dealer may at any time, by notice to the Arranger and the Issuer, terminate its obligations under the Transaction Documents.

10.4Arranger obligations

The Arranger must if requested by the Issuer and a Holder to determine the current market value of a MTN, determine the market value at that time on such basis as the Arranger may after consultation with either or both of the Issuer and Holder in its absolute discretion determine to be reasonable to value the MTN.

10.5Independent investigation

Each Dealer agrees that it has made and will continue to make without reliance on the Arranger is own investigations into the affairs of the Issuer and the Guarantor and its own analysis and decisions as to taking or not taking any action under any Transaction Document.

10.6No responsibility

None of the Arranger, any Dealer or any of their respective employees, Officers, agents, contractors or professional advisers shall be responsible to any Dealer or other Dealer or any other party for:

(a)any statement, representation or warranty contained in the Information Memorandum or any Transaction Document:

(b)the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Information Memorandum or any Transaction Document;

(c)any failure by the Issuer or any other person to perform its obligations under any Transaction Document; or

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(d)any action taken or omitted to be taken by it or them under any Transaction Document or in connection with any Transaction Document except in the case of its or their own fraud or wilful misconduct or negligence.

10.7Liability of Arranger

(a)The Arranger is not, and shall not be deemed to be, acting as the agent of, and does not have any fiduciary relationship with, any Dealer or the Issuer (except the Arranger will act as the agent of the Dealers where expressly specified in this agreement).

(b)Each Dealer acknowledges that it has, independently and without reliance on the Arranger or any other Dealer, and based on such documents and information as it has deemed appropriate, made its own investigation into the affairs and financial condition of the Issuer and the Guarantor and the Arranger is not required to keep itself informed as to the performance or observance by the Issuer or the Guarantor of any Transaction Document or the financial condition, affairs, status or nature of the Issuer or the Guarantor.

11Indemnities

11.1General indemnity

(a)The Issuer indemnifies each Finance Party against any claim, action, damage, loss, liability, cost, expense or payment which that Finance Party pays, suffers, incurs or is liable for, in respect of any of the following:

(1)the Issuer not performing any of its obligations under any Transaction Document;

(2)any warranty, representation or statement by the Issuer is or becomes or is alleged to be false, misleading or incorrect in a material respect including without limitation any warranty, representation or statement in the Information Memorandum;

(3)the enforcement, protection or waiver, or attempted or contemplated enforcement or protection, of any rights, powers or remedies of the Dealer against the Issuer under any Transaction Document;

(4)the Dealer acting in good faith on any communication purporting to originate from the offices of the Issuer and given or purported to be given by an Officer of the Issuer in relation to or in connection with any Transaction Document.

(b)Without limitation to the indemnity contained in clause 11.1(a), that indemnity includes the amount reasonably determined by a Finance Party as being incurred by reason of the liquidation or re-employment of deposits or other funds acquired or contracted for by the Finance Party to fund or maintain its obligation with respect to any Promissory Note or MTN of which it is the Holder.

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11.2Continuing indemnity and evidence of loss

(a)Each indemnity contained in this agreement is a continuing obligation of the indemnifier despite:

(1)any settlement of account; or

(2)the occurrence of any other thing,

and remains in full force and effect until all moneys owing, contingently or otherwise, under any of the Transaction Documents have been paid in full.

(b)Each indemnity of the Issuer contained in this agreement survives the termination or redemption of any Transaction Document.

(c)A certificate under the hand of an Officer of a Finance Party or Issuer in good faith detailing the amount of any damage, loss, liability, cost, expense or payment covered by any indemnity in this agreement is prima facie evidence thereof.

11.3Indemnity by Finance Party

Each Finance Party indemnifies the Issuer against any claim, action, damage, loss, liability, cost, expense or payment which the Issuer reasonably pays, suffers, incurs or is liable for in respect of any of the following:

(a)any material failure by that Finance Party to comply with its obligations under this agreement; or

(b)any failure by that Finance Party to pay any such sum due in respect of the purchase of any Promissory Note or MTN, or to purchase any Promissory Note or MTN which the Finance Party is obliged to purchase, including without limiting the generality of the foregoing any interest, cost, loss or expense incurred by the Issuer in raising funds to cover any shortfall in funds as a result of such Finance Party’s default, including reasonable legal expenses.

No amount of indemnification will be payable if and to the extent that any claim, loss, cost or expense is due to the misconduct, default or negligence of the Issuer, or to the occurrence of any event outside the control of the relevant Finance Party which makes it not reasonably practicable for the Finance Party to avoid such failure.

12Fees; Tax, costs and expenses; interest on overdue amounts

12.1Fees

(a)The Issuer must pay to each Dealer a dealer’s fee in relation to each Series issued under the Facility determined as follows:

(1)in the case of MTNs, an amount equal to 0.03% per annum in yield points on the face value of the MTNs in the Series for which the Dealer subscribed or procured subscriptions, or such other amount or basis for calculation as may be otherwise agreed from time to time in writing between the Issuer and the relevant Dealer;

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(2)in the case of Commercial Paper, an amount calculated by the Arranger in accordance with the following formula:

F = 0.03% x FV x T/365

Where:

F = the fee payable to the Dealer in respect of the Series;

FV = the face amount of the Commercial Paper in the Series for which the Dealer Subscribed or procured subscriptions;

T = the tenor of the Commercial Paper in the Series,

or such other amount or basis for calculation as may be otherwise agreed from time to time in writing between the Issuer and the relevant Dealer.

(b)Each fee payable to a Dealer under clause 12.1(a) shall be payable, unless otherwise specifically agreed between the Issuer and the relevant Dealer:

(1)in the case of an MTN, on the Issue Date for the relevant MTN; and

(2)in the case of Commercial Paper, quarterly in arrears on the tenth day following the end of the quarter in which the relevant Series was issued,

in each case, to the relevant Dealer.

(c)The Issuer must pay to the Arranger for its own account a fee in such amounts and at such times and otherwise on such terms and conditions as the Arranger and the Issuer may agree from time to time.

(d)All such fees are not refundable.

12.2Tax

(a)The Issuer must pay any Tax, other than a tax imposed on the net income of any Finance Party, in respect of the execution, delivery, issue, performance, release, discharge, amendment, enforcement or attempted enforcement or otherwise in respect of any Transaction Document.

(b)The Issuer must pay any fine, penalty or other cost in respect of a failure to pay any Tax described in clause 12.2(a) other than any fine, penalty or other cost arising as a result of the negligence or wilful misconduct of a Finance Party.

(c)The Issuer indemnifies each Finance Party against any amount payable under clause 12.2(a) or clause 12.2(b) or both.

12.3Costs and expenses

The Issuer must pay:

(a)all reasonable costs and expenses of the Arranger and any employee, officer, agent or contractor of the Arranger in the negotiation, preparation, execution, delivery, issue, stamping, completion, variation and discharge of any Transaction Document, including, but not limited to, any reasonable administration costs of each Finance Party in connection with such matters

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and any legal costs and expenses and any reasonable professional consultant’s fees for such matters on a full indemnity basis;

(b)all costs and expenses of each Finance Party and any employee, Officer, agent, contractor or professional adviser of each Finance Party in relation to the enforcement, protection, or waiver, or attempted or contemplated enforcement or protection, of any rights, powers or remedies under any Transaction Document, including, but not limited to, any administration costs of each Finance Party in connection with such matters and any legal costs and expenses and any professional consultant’s fees for such matters on a full indemnity basis.

12.4Interest on overdue amounts

(a)The Issuer must pay interest on any amount payable to the Finance Parties under this agreement which is not paid when due.

(b)The interest payable under this clause 12.4:

(1)accrues from day to day from and including the due date for payment up to the actual date of payment, before and, as an additional and independent obligation, after any judgment or other thing into which the liability to pay the relevant amount due becomes merged; and

(2)may be capitalised by the Lender at monthly intervals.

(c)The rate of interest payable under this clause 12.4 is the higher of:

(1)10% per annum; and

(2)the rate fixed or payable under a judgment or other thing referred to in clause 12.4(b)(1).

13Termination and additional Dealers

13.1Termination

(a)The Issuer may terminate the Facility upon not less than 30 days notice to the Arranger and each Dealer. Termination of the Facility pursuant to this clause 13.1 shall be without penalty but shall not affect any rights or liabilities arising prior to the date of termination or which arise thereafter in respect of any act or omission prior to the date of termination, including in respect of any Promissory Notes or MTNs issued or agreed to be issued prior to the date of such termination.

(b)The Issuer may terminate the Facility with respect to any Dealer, and any Dealer and the Arranger may terminate the Facility with respect to itself on not less than 30 days notice to the other parties. Any termination pursuant to this clause 13.1(b) shall be without penalty but shall not affect any rights or liabilities arising prior to the date of termination or which arise thereafter in respect of any act or omission prior to the date of termination, including in respect of any Promissory Notes or MTNs issued or agreed to be issued prior to the date of termination. Any termination

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with respect to any Dealer shall not affect and shall be without prejudice to the rights and obligations of the Issuer and the Finance Parties (other than the retiring Dealer) under the Transaction Documents.

(c)The Arranger shall prepare and distribute to the Issuer and the Dealers a new schedule 1 setting out the names and notice details of the Dealers with effect from the date of any change in the Dealers.

13.2Additional Dealers

(a)The Issuer and the Arranger (acting in consultation with the Issuer) (acting on behalf of itself and the Dealers), may from time to time, nominate any financial institution as an additional Dealer and upon the acceptance and delivery by the financial institution of an accession agreement in or substantially in the terms set out in schedule 3 to the Issuer and the Arranger, such financial institution shall become a party to this agreement as a Dealer with all rights and obligations of a Dealer under this agreement as if it were named as a Dealer provided that the maximum number of Dealers at any time shall not exceed 5.

(b)The Arranger shall promptly notify the Dealers of any additional Dealers.

(c)The Arranger shall prepare and distribute to the Issuer and the Dealers a new schedule 1 setting out the names and notice details of the Dealers with effect from the date of any change in the Dealers.

13.3Arranger

If the Arranger ceases to be a Dealer pursuant to this part 13 or otherwise, the Issuer must appoint a Dealer as the replacement Arranger.

14General

14.1Notices

(a)Any notice or other communication including, but not limited to, any request, demand, consent or approval, to or by a party to any Transaction Document:

(1)where required or permitted to be by telephone:

(A)if to the Issuer:

Attention:Ecolob Inc., Manager, Corporate Finance

Telephone:0011 1 612 293 2468;

(B)if to the Arranger:

Attention:Head of Capital Markets

Telephone:(02) 9239 9303;

(C)if to a Dealer, to the telephone number shown opposite its name in schedule 1;

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(2)subject to clause 14.1(a) (1), must be sent, in addition to any other method, by facsimile, be in legible writing and in English addressed as shown below:

(A)if to the Issuer:

Attention:Ecolab Inc., Manager, Corporate Finance

N/6 Ecolab Centre

370 North Wabasha Street

Saint Paul Minnesota 55102 USA

Facsimile:0011 1 612 293 2379

with a copy to :

Attention:Ecolab Pty Limited, Finance Director

6 Hudson Avenue

Castle Hill NSW 2154

Facsimile:(02) 9899 3105;

(B)if to the Arranger:

Address:Citibank Centre

1 Margaret street

SYDNEY NSW 2000

AUSTRALIA

Attention:Head of Capital Markets

Facsimile:(02) 9239 3345;

(C)if to a Dealer, as set out in schedule 1,

or as specified to the sender by any party by notice;

(3)where the sender is a company, must be signed by an Officer or under the common seal of the sender;

(4)is regarded as being given by the sender and received by the addressee;

(A)if by delivery in person, when delivered to the addressee;

(B)if by post, 3 Business Days (or 5 Business Days if addressed to another country) from and including the date of postage/on delivery to the addressee; or

(C)if by facsimile transmission, on production of a facsimile transmission report from the machine from which the facsimile was sent confirming that the facsimile has been sent in its entirely to the facsimile number of the intended recipient.

but if the delivery or receipt is on a day which is not a Business Day or is after 4.00 pm (addressee’s time) it is regarded as received at 9.00 am on the following Business Day; and

(5)can be relied upon by the addressee and the addressee is not liable to any other person for any consequences of that reliance if the

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addressee believes it to be genuine, correct and authorised by the sender.

(b)In this clause 14.1, a reference to an addressee includes a reference to an addressee’s Officers, agents or employees or any person reasonably believed by the sender to be an Officer, agent or employee of the addressee.

14.2Assignment

(a)The Issuer must not transfer or assign any of its rights or obligations under this agreement except to a Substitute Issuer which has been substituted as Issuer under clause 2.5 of the Master Note or with the prior consent of the Arranger and the Dealers.

(b)A Finance Party must not transfer or assign any of its rights or obligations under this agreement to any person without the prior consent of the Issuer provided that a Finance Party:

(1)may assign any of its rights or transfer by novation any of its rights and obligations to any Related Corporation of it; and

(2)may transfer or assign any Promissory Notes of MTNs in which it has any interest.

14.3Governing law and jurisdiction

(a)This agreement is governed by the laws of New South Wales.

(b)The parties irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales.

(c)Each of the parties irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

(d)The Issuer irrevocably waives any immunity in respect of its obligations under this agreement that it may acquire from the jurisdiction of any court or any legal process for any reason including, but not limited to, the service of notice, attachment before judgment, attachment in aid of execution or execution.

14.4Prohibition and enforceability

(a)Any provision of, or the application of any provision of, any Transaction Document or any right, power or remedy which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.

(b)Any provision of, or the application of any provision of, any Transaction Document which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

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14.5Waivers

(a)Waiver of any right arising from a breach of any Transaction Document or of any right, power or remedy arising upon default under any Transaction Document must be in writing and signed by the party granting the waiver.

(b)A failure or delay in exercise, or partial exercise of:

(1)a right arising from a breach of any Transaction Document, or

(2)a right, power or remedy created or arising upon default under any Transaction Document,

does not result in or constitute a waiver of that right, power or remedy.

14.6Variation

A variation of any term of this agreement must be in writing and signed by the parties.

14.7Cumulative rights

The rights, powers and remedies of a Finance party under any Transaction Document are cumulative and do no exclude any other right, power, authority, discretion or remedy of any Finance Party.

14.8Certificates

A certificate under the hand of an Officer of an Finance party in good faith detailing the sum payable to such party in connection with this agreement is prima facie evidence of the sum stated in the certificate.

14.9Time of the essence

Time is of the essence of this agreement in respect of an obligation of the Issuer and the Dealer to pay money.

14.10Counterparts

(a)This agreement may be executed in any number of counterparts.

(b)All counterparts, taken together, constitute one instrument.

(c)A party may execute this agreement by signing any counterpart.

14.11Attorneys

Each of the attorneys executing this agreement states that the attorney has no notice of the revocation of the power of attorney appointing that attorney.

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Schedule 1 - Dealers

Part 1

Promissory Note Dealers

Name/ACN/ARBN	Notice Details for Correspondence	Notice Details for Bids
Citisecurities Limited (ACN 008 489 610)	Level 16 Citibank Centre 1 Margaret Street Sydney NSW 2000 Australia Attention: Origination Facsimile: (02) 9239 3345	Level 16 Citibank Centre 1 Margaret Street Sydney NSW 2000 Australia Attention: Origination Facsimile: (02) 9239 3345 Telephone: (02) 9239 9745
Credit Suisse First Boston Australia Securities Limited (ACN 006 244 382)	Level 31 1 Macquarie Place Sydney NSW 2000 Australia Attention: Mr Phillip Lewis Facsimile: (02) 9394 4394	Level 30 1 Macquarie Place Sydney NSW 2000 Australia Attention: Ms Marilyn Di Bella Facsimile: (02) 9394 4390 Telephone: (02) 9394 4444
Warburg Dillon Read Australia Limited (ACN 008 582 705)	Level 25 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia Attention: Executive Director, Rates Facsimile: (02) 9324 2899	Level 25 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia Attention: Executive Director, Rates Facsimile: (02) 9324 2899

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Part 2

MTN Dealers

Name/ACN/ARBN	Notice Details for Correspondence	Notice Details for Bids
Citisecurities Limited (ACN 008 489 610)	Level 16 Citibank Centre 1 Margaret Street Sydney NSW 2000 Australia Attention: Origination Facsimile: (02) 9239 3345	Level 16 Citibank Centre 1 Margaret Street Sydney NSW 2000 Australia Attention: Origination Facsimile: (02) 9239 3345 Telephone: (02) 9239 9745
Credit Suisse First Boston Australia Securities Limited (ACN 006 244 382)	Level 31 1 Macquarie Place Sydney NSW 2000 Australia Attention: Mr. Phillip Lewis Facsimile: (02) 9394 4394	Level 31 1 Macquarie Place Sydney NSW 2000 Australia Attention: Ms Marilyn Di Bella Facsimile: (02) 9394 4390 Telephone: (02) 9394 4444
Warburg Dillon Read Australia Limited (ACN 008 582 705)	Level 25 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia Attention: Executive Director, Rates Facsimile: (02) 9324 2899	Level 25 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia Attention: Executive Director, Rates Facsimile: (02) 9324 2899

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Schedule 2 - Pre-Issue Certificate (Clause 2.1(a))

To:          Citisecurities Limited (Arranger)

I [insert name] am a director/secretary of Ecolab Finance Pty Limited (Issuer).

I refer to the agreement (Dealer Agreement) dated [insert date] between the Issuer, the Arranger and the Dealers.

A term defined in the Dealer Agreement has the same meaning when used in this Certificate.

I certify as follows:

1.             Relevant documents

Attached to this Certificate are true, complete and up-to-date copies of each of the following:

(a)memorandum and articles: the memorandum and articles of association of the Issuer (marked “A-1”);

(b)power of attorney: a duly executed power of attorney granted by the Issuer authorising execution of the Transaction Documents to which it is a party (marked “B-1” to “B-[insert number]”);

(c)officers: such forms lodged with the Australian Securities Commission in accordance with section 242(8) or section 361(1) of the Corporations Law notifying the Australian Securities Commission of the particulars or any change in the particulars of the officers of the Issuer, as will evidence the appointment of the current officers of the Issuer (marked “C-1” to “C-[insert number]”);

(d)minutes: extracts of minutes of a meeting of the directors of the Issuer approving execution of the Transaction Documents to which it is a party and the granting of the powers of attorney referred to in paragraph (b) above (marked “D-1” to “D-[insert number]”);

(e)Authorisations: those Authorisations (if any) necessary or desirable to be obtained by the Issuer in connection with the execution, delivery, performance, validity or enforceability of the Transaction Documents (marked “E-1” to “E-[insert number]”).

2.No revocation

Each:

(a)power of attorney referred to in clause 1(b);

(b)resolution contained in the minutes referred to in clause 1(d); and

(c)Authorisation referred to in clause 1(e);

is in full force and effect and has not been amended, modified or revoked.

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3.Officers

The following signatures are the true signatures of the authorised officers who are authorised signatories of the Issuer:

Name	Position	Signature
(a)	[insert details of position]
(b)	[insert details of position]
(c)	[insert details of position]
Signed:
Officer
Dated: [insert date]

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Schedule 3 - Additional Dealers (Clause 13.2)

Dealer Accession Letter

To:[Additional Dealer]

[Address]

Date:[                            ]

Dear Sir

We refer to the Dealer Agreement (Dealer Agreement) dated [             ] 1998 between Ecolab Finance Pty Limited (Issuer), Citisecurities Limited (Arranger) and the financial institutions named therein as Dealers. A term defined in the Dealer Agreement has the same meaning when used in this letter.

The Issuer and the Arranger (on behalf of itself and as agent for the Dealers) hereby offer to appoint you as an additional Dealer for the purposes of the Dealer Agreement pursuant to clause 13.2 of the Dealer Agreement.

With effect from the date of your acceptance noted below, you shall have all the rights and obligations of a Dealer under the Transaction Documents as if you had been an original party to the Dealer Agreement.

Please confirm your acceptance of your appointment as an additional Dealer by signing, dating and returning the enclosed copy of this letter to us not later than 5.00 pm (Sydney time) on the date being 14 days after the date of this letter, after which time the offer contained in this letter shall automatically lapse.

This letter shall be governed by the laws of New South Wales.

Ecolab Finance Pty Limited

[Authorised signatory]

Citisecurities Limited

[Authorised signatory]

36

To:Ecolab Finance Pty Limited

Citisecurities Limited

Each of the Dealers under the Dealer Agreement referred to above.

[Additional Dealer] confirms that it accepts its appointment as an additional Dealer under the Dealer Agreement with effect from the date of this acceptance noted below.

We acknowledge and agree that we shall have all the rights and obligations of a Dealer under the Transaction Documents as if we had been an original party to the Dealer Agreement.

Dated:    [                  ]

[Additional Dealer]

[Authorised signatory]

37

Schedule 4 - Form of Promissory Note (Clause 1.1)

[Front of Promissory Note]

Serial No:

Issue Date:

Maturity Date:

Ecolab Finance Pty Limited

ACN[          ]

[          ]

[          ]

[          ]

Sydney NSW 2000

AUSTRALIA

promises to pay the bearer the sum of                                                                                          on the              day of                19            fixed upon presentation and surrender of this Promissory Note.

This Promissory Note may have the benefit of a Deed of Guarantee and Negative Pledge by Ecolab Inc. dated          July 1998.

Payable at the offices of: [               ]

at the following address: [              ]

For and on behalf of Ecolab Finance Pty Limited

Authorised Officer or Attorney

38

[On reverse of Note]

The undersigned acknowledges that this Promissory Note was surrendered for payment on and payment was received in full.

For and on behalf of:

Full Name

Address

Authorised Signatory

Tax File Number (Optional)

39

Schedule 5 - Form of Pricing Supplement (Clause 1.1)

PRICING SUPPLEMENT

ECOLAB FINANCE PTY LIMITED (ACN 082 979 655)

A$200,000,000 COMMERCIAL PAPER AND MEDIUM TERM NOTE PROGRAMME

[INSERT AMOUNT AND DESCRIPTION OF ISSUE]

This Pricing Supplement is supplemental to and should be read together with the Information Memorandum of Ecolab Finance Pty Limited (Issuer) dated [                  ] (including the documents incorporated by reference therein (Principal Information Memorandum) relating to the $200,000,000 Commercial Paper and Medium Term Note Programme of the Issuer. The Principal Information Memorandum shall be deemed to be incorporated by reference into this Pricing Supplement.

The terms and conditions attaching to the [insert amount and description of issue] (Notes) are [as set out in the General Conditions of the Notes in the Principal Information Memorandum and the Terms and Conditions of the Notes] set out below. The section entitled “Important Notice” in the Principal Information Memorandum applies to this Pricing Supplement as if set out in full herein and is incorporated by reference in this Pricing Supplement. Without limiting the above:

(1)None of Citisecurities Limited or any Dealer (as defined in the Principal Information Memorandum) makes any express or implied representation or warranty, and does not accept any responsibility for, the accuracy or completeness of any information contained or referred to in this Pricing Supplement.

(2)Investors should conduct their own investigations and due diligence in respect to any information contained or referred to in the Principal Information Memorandum or this Pricing Supplement and, based upon such documents and information as the investor shall deem appropriate, make its own decision as to whether or not to invest in any of the Notes.

Copies of the Principal Information Memorandum and other documents referred to therein are available for inspection as advised in the Principal Information Memorandum.

40

TERMS AND CONDITIONS OF THE NOTES

Series	:	[              ]
Issue Date	:	[              ]
Aggregate Principal Amount	:	[              ]
[Issue Price	:	[    ]% of Principal Amount]
Redemption	:	[  ]% of Principal Amount payable on [              ]
[Interest Rate	:	[              ]]
[Interest Payment Dates	:	[              ]]
[Interest payments	:	[              ]]
[Interest Rate Adjustment	:	[              ]]
[Other Conditions	:	[              ]]
Definitions	:	For the purposes of the Notes:
		[              ]
[Insert other terms and conditions]

41

Executed as an agreement:

Issuer:

Signed for

Ecolab Finance Pty Limited

by its attorney in the presence of:

/s/ Rachael Lewis	/s/ Thomas Francis Meagher
Witness	Attorney
RACHAEL LEWIS Solicitor, A.C.T.	THOMAS FRANCIS MEAGHER SOLICITOR
Name (please print)	Name (please print)

Arranger:

Signed for

Citisecurities Limited

by its attorney in the presence of:

/s/ Jamie Kelly	/s/ Greg Batterham
Witness	Attorney
JAMIE KELLY LEGAL COUNSEL	Greg Batterham
Name (please print)	Name (please print)

Dealers:

Signed for

Citisecurities Limited

by its attorney in the presence of:

/s/ Jamie Kelly	/s/ Greg Batterham
Witness	Attorney
JAMIE KELLY LEGAL COUNSEL	Greg Batterham
Name (please print)	Name (please print)

42

Signed for

Credit Suisse First Boston

Australia Securities Limited

by its attorney in the presence of:

/s/ Tricia Haglund	/s/ M. DIBELLA
Witness	Attorney
Tricia Haglund	M. DIBELLA
Name (please print)	Name (please print)

Signed for

Warburg Dillon Read Australia Limited

by its attorney in the presence of:

/s/ Jamie Kelly	/s/ Colin Roden
Witness	Attorney
JAMIE KELLY LEGAL COUNSEL	Colin Roden
Name (please print)	Name (please print)

43

EX-10.A(III)B

Exhibit 10.A(iii)B

Guarantee and Negative Pledge
Medium Term Notes and Commercial Paper
Programme of Ecolab Finance Pty Limited

Executed by

Ecolab Inc.

and

In favour of

Each of the Benefited Parties

F R E E H I L L
H O L L I N G D A L E
& P A G E

MLC Centre Martin Place Sydney New South Wales 2000 Australia

Telephone (02) 9225 5000 Int + (61 2) 9225 5000 Facsimile (02) 9322 4000 DX 361 Sydney

Reference: SMcG:36E

SYDNEY  MELBOURNE  PERTH  CANBERRA  BRISBANE  SINGAPORE  HANOI  HO CHI MINH CITY

CORRESPONDENT OFFICE IN JAKARTA

Liability is limited by the Solicitors Scheme under the Professional Standards Act 1994 (NSW)

Guarantee and Negative Pledge

This Deed Poll

is made on 10 July 1998:

By

Ecolab Inc.

a corporation incorporated under the laws of the State of Delaware, United States of America and having its principal place of business at Ecolab Centre, St Paul, Minnesota 55102, United States of America

(Guarantor)

IN FAVOUR OF

Each of the Benefited Parties

This deed poll witnesses that the Guarantor convenants In favour of each Benefited Party as follows:

1Guarantee

The Guarantor unconditionally and irrevocably guarantees to each of the Benefited Parties the payment when due and payable of the Guaranteed Moneys.

2Payments

All payments which the Guarantor is required to make under this deed poll must be made without any set off, counter claim, condition or deduction and are payable by the Guarantor to the relevant Benefited Party on demand by the Benefited Party.

3Continuing obligation

The guarantee, warranties, covenants and other obligations of the Guarantor contained in this deed poll are continuing obligations of the Guarantor, despite any settlement of account or the occurrence of any other thing and remain in full force and effect until all Guaranteed Moneys owing to the Benefited Parties, contingently or otherwise, have been paid in full and the Dealer Agreement has been terminated.

4Independent obligation

The guarantee contained in this deed poll is a separate and independent obligation of the Guarantor and is not to be treated as ancillary or collateral to any other right or obligation.

1

5Avoidance of payments

If any payment or other transaction relating to or affecting the Guaranteed Moneys is void, voidable or unenforceable in whole or in part or is claimed to be void, voidable or unenforceable and that claim is upheld, conceded or compromised in whole or in part:

(a)the liability of the Guarantor under this deed poll is the same as if that payment or transaction (or the void, voidable or unenforceable part of it) and any release, settlement or discharge made in reliance on any such payment or transaction had not been made; and

(b)the Guarantor must promptly take all reasonable action and sign all documents reasonably required by any Benefited Party to restore to that Benefited Party the benefit of the liability of the Guarantor under this deed poll in place immediately before the payment or transaction.

6Unconditional obligations

The obligations of the Guarantor under this deed poll are not released, discharged or otherwise affected by anything which but for this provision might have that effect.

7No competition

Until the Guaranteed Moneys have been fully paid, the Guarantor is not entitled, and must not attempt or purport, to:

(a)be subrogated to the rights of any Benefited Party under a Document;

(b)claim or receive the benefit of any document or agreement in relation to a Document of which any Benefited Party has the benefit, any moneys held by any Benefited Party under a Document or any other rights of any Benefited Party under a Document.

8Representations, warranties and undertakings

8.1Representations and warranties

The Guarantor represents and warrants to the Benefited Parties as follows:

(a)the Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware;

(b)the execution, delivery and performance by the Guarantor of this deed poll are within the Guarantor’s corporate powers, have been duly authorised by all necessary corporate action, and do not contravene:

(1)the Guarantor’s restated certificate of incorporation or by-laws; or

(2)any law or any contractual restriction binding on or affecting the Guarantor;

2

(c)no authorisation or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Guarantor of this deed poll except any such approvals, notices, actions or filings which have already been made, obtained or given;

(d)this deed poll is legal, valid and binding on the Guarantor enforceable against the Guarantor in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganisation, moratorium or similar laws affecting creditors’ rights generally and to general principles of equity;

(e)the consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries as of December 31, 1997 and the related statements of income, cash flows and shareholders’ equity of the Guarantor and its Consolidated Subsidiaries for the fiscal year then ended, copies of which have been furnished to the Arranger, each Dealer, the Registrar and the I&P Agent fairly present the financial condition of the Guarantor and its Consolidated Subsidiaries as at such date and the consolidated results of the operations of the Guarantor and its Consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied;

(f)there are no pending actions, suits or proceedings against the Guarantor or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official, in which there is (in the best judgement of the Guarantor), a reasonable possibility of an adverse decision which would affect:

(1)the business, consolidated financial position or consolidated results of operations of the Guarantor and its Consolidated Subsidiaries, to the extent that there is (in the best judgment of the Guarantor) a reasonable possibility that such decision would prevent the Guarantor from discharging its obligations in accordance with the terms of this deed poll; or

(2)the legality, validity or enforceability of this deed poll;

(g)United States federal income tax returns of the Guarantor and its Subsidiaries have been examined and closed through the year ended December 31, 1990.  The Guarantor and its Subsidiaries have filed all United States Federal income tax returns and all other material tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Guarantor or any of its Subsidiaries, except such taxes or assessments, if any, as are being contested in good faith by appropriate proceedings.  The charges, accruals and reserves on the books of the Guarantor and its Subsidiaries in respect of taxes are, in the opinion of the Guarantor, adequate;

(h)each of the Guarantor’s Subsidiaries is a corporation duly incorporated, validly existing and in good standing (or the equivalent under applicable local law) under the laws of its jurisdiction of incorporation, and has all corporate powers and all governmental licenses, authorisations, consents and approvals required to carry on its business as now conducted, except in

3

each case where the failure to do so could not reasonably be expected to affect:

(1)the business, consolidated financial position or consolidated results of operations of the Guarantor and its Consolidated Subsidiaries to the extent that there is a reasonable possibility that such failure would prevent the Guarantor from discharging its obligations in accordance with the terms of this deed poll, or

(2)the legality, validity or enforceability of this deed poll;

(i)there are no pending or, to the knowledge of the Guarantor, threatened actions, suits or proceedings against the Guarantor or any of its Subsidiaries before any court or arbitrator or other governmental agency or authority arising out of or relating to hazardous waste disposal or environmental compliance or asserting a claim for damages based upon the use or other application of any products of the Guarantor or any of its Subsidiaries, in which there is (in the best judgement of the Guarantor) a reasonable possibility of an adverse decision which would affect the business, consolidated financial position or consolidated results of operations of the Guarantor and its Consolidated Subsidiaries to the extent that there is (in the best judgement of the Guarantor) a reasonable possibility that such decision would prevent the Guarantor from repaying its obligations under this deed poll in accordance with the terms hereof; and

(j)the Guarantor has disclosed in writing to the Arranger, the Dealers, the I&P Agent and the Registrar all other information (if any) with respect to the condition or operations, financial or otherwise, of the Guarantor or any of its Subsidiaries that is known to it and could reasonably be expected to be material to the decision of a person to subscribe for or buy any Commercial Paper or MTNs, or to the decision of any other Benefited Party to become a party to the Documents to which it is a party, or to the decision of a Dealer to become a Dealer in relation to an issue of any Series of Commercial Paper or MTNs.

The representations and warranties in this clause 8.1 are made by the Guarantor on the date of this deed poll and (with reference to the facts and circumstances then subsisting) on each date on which any Commercial Paper or MTNs are issued, or on which any Dealer agrees to act as Dealer in respect of the issue of any Series of Commercial Paper or MTNs, except that on any repetition:

(k)clause 8.1(e) will be taken to refer to the financial statements most recently delivered to the Arranger, Dealers, I&P Agent and Registrar under clause 8.2(b)(2): and

(l)clause 8.1(j) will be taken to refer only to information with respect to any material adverse change in the condition or operations, financial or otherwise, of the Guarantor or any of its Subsidiaries since the date of this deed poll or the date of any report furnished to the Arranger, the Dealers, the I&P Agent and the Registrar under clause 8.2(b).

4

8.2Positive undertakings

The Guarantor will:

(a)compliance with laws: comply, and cause each of its Subsidiaries to comply, with all applicable laws, rules, regulations and orders, such compliance to include, without limitation paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or upon its property except to the extent contested in good faith and where failure to do so could not reasonably be expected to adversely affect:

(1)the ability of the Guarantor to perform its obligations under this deed poll; or

(2)the legality, validity or enforceability of this deed poll;

(b)reporting requirements: furnish to the Arranger, the Dealers, the I&P Agent and the Registrar:

(1)as soon as available and in any event within 60 days after the end of each of the first three quarters of each financial year of the Guarantor, the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries as of the end of such quarter and the consolidated statements of income and cash flows of the Guarantor and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by a designated financial officer of the Guarantor;

(2)as soon as available and in any event within 120 days after the end of each financial year of the Guarantor, a copy of the annual report for such year for the Guarantor and its Consolidated Subsidiaries, containing financial statements for such year certified as true and fair (or an equivalent customary certification) by Coopers & Lybrand or other independent public accountants of good reputation and standing;

(3)simultaneously with the delivery of each set of financial statements referred to in clauses 8.2(b)(1) and 8.2(b)(2), a certificate of the chief financial officer or treasurer or assistant treasurer of the Guarantor to the effect that clause 8.3(a) has been complied with and setting out the percentage of consolidated net assets (as described in clause 8.3(a));

(4)promptly after the sending or filing thereof, copies of all reports which the Guarantor sends generally to its security holders, and copies of each report which shall be filed by the Guarantor with the United States Securities and Exchange Commission under section 13 of the Securities Exchange Act of 1934 of the United States of America:

(5)as soon as possible and, in any event, within 3 Business Days after the Guarantor acquires actual knowledge that either of its short term or long term credit ratings assigned by Standard & Poor’s Rating Agency or Moody’s Investor Services, Inc. has changed.

5

written notice informing the Arranger, Dealers, I&P Agent and Registrar of such change; and

(6)prior to any date on which the Debtor requests an issue of Commercial Paper or MTNs, or on which a Dealer agrees to act as a Dealer in relation to such issue, such other information known to the Guarantor with respect to any material adverse change to the condition or operations, financial or otherwise, of the Guarantor or any of its Subsidiaries as could reasonably be expected to be material to the decision of a person to subscribe for or buy any Commercial Paper or MTNs, or to the decision of a Dealer to become a Dealer in relation to an issue of Commercial Paper or MTNs.

(c)corporate existence: subject to clause 8.3(b), preserve and keep, and will cause each of its Subsidiaries to preserve and keep, its corporate existence, rights, franchises and licenses in full force and effect, provided, however, that the Guarantor may terminate the corporate existence of any Subsidiary, or permit the termination of abandonment of any Subsidiary, or permit the termination or abandonment of any right, franchise or license if, in the good faith judgment of the appropriate officer or officers of the Guarantor, such termination or abandonment is not materially disadvantageous to the Guarantor and is not materially disadvantageous to the Benefited Parties;

(d)insurance: maintain, and cause each of its Subsidiaries to maintain, insurance with sound and reputable insurers covering all such properties and risks as are customarily insured by, and in amounts  not less than those customarily carried by, corporations engaged in similar businesses and similarly situated;

(e)properties: Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, in all material respects its properties which are deemed by the Guarantor or such Subsidiary to be necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear and tear excepted;

(f)business: without prohibiting the Guarantor from making acquisitions or divestitures permitted under clause 8.3(b), remain in the same businesses, similar businesses or other manufacturing or service businesses reasonably related thereto, taken as a whole, as are carried on at the date of this deed poll.

8.3Negative undertakings

(a)encumbrances:

(1)Subject to clause 8.3(a)(2), the Guarantor must not and must ensure that any Subsidiary of the Guarantor does not:

(A)create, permit, suffer to exist, or agree to any Encumbrance securing Debt of the Guarantor or a Subsidiary; or

(B)attempt to do anything listed in clause 8.3(a)(1)(A) in respect of,

6

any of its property or assets or of the property or assets of that Subsidiary.

(2)The Guarantor may, and may permit its Subsidiaries to:

(A)create, permit, suffer to exist, or agree to interests or Encumbrances:

(i)which are Encumbrances granted by any Consolidated Subsidiary as security for any Debt owing to the Guarantor or another Subsidiary;

(ii)Encumbrances on property of the Guarantor or any Subsidiary existing at the time of acquisition of such property (provided such Encumbrances encumber only such property and improvements thereon and are not imposed in contemplation of such acquisition) or incurred by the Guarantor or any Subsidiary to secure the payment of all or any part of the purchase price thereof, or to secure any Debt of the Guarantor or any Subsidiary incurred at the time of, or within 90 days after, the acquisition of such property for the purpose of financing all or any part of the purchase price thereof;

(iii)Encumbrances on property of any company which initially becomes a Subsidiary on or after the date of this deed poll and which Encumbrances exist at the time such company becomes a subsidiary which Encumbrances were incurred, in all cases, pursuant to contractual commitments entered into prior to and not in contemplation of such company’s becoming a Subsidiary;

(iv)Encumbrances, placed into effect prior to, at the time of or within 180 days of completion of, construction of new Facilities of the Guarantor or any Subsidiary (or any improvements to existing Facilities of the Guarantor or any Subsidiary) to secure all or part of the cost of construction (or improvement) of such Facilities, or to secure Debt incurred to provide funds for any such purpose (provided such Encumbrances are limited to the property upon which the construction being so financed occurred and improvements the cost of construction of which is being so financed);

(v)extensions, renewals or replacements, in whole or in part, of any Encumbrance referred to in the foregoing clauses (i) to (iv), inclusive, provided that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or

7

replacement shall be limited to all or any part of the same property that was secured by the Encumbrance extended, renewed or replaced; and

(vi)over its other property or assets provided that the interests or Encumbrances over such other property or assets do not in aggregate secure Debt which exceeds 15% of the consolidated net assets of the Guarantor and its Consolidated Subsidiaries, calculated as the aggregate amount of all assets less all current liabilities (excluding current debt the term of which is renewable or extendible beyond 12 months at the option of the Guarantor or relevant Consolidated Subsidiary) of the Guarantor and its Consolidated Subsidiaries determined on a consolidated basis.

(b)consolidations, mergers and sales of assets:

So long as any Commercial Paper or MTNs are outstanding, the Guarantor shall not consolidate with or merge with any other corporation or convey, transfer or lease all or a majority of its assets to any Person unless:

(1)the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or a majority of the assets of the Guarantor as an entirety, as the case may be, shall be a solvent corporation organised and existing under the laws of the United States or any State thereof (including the District of Colombia), and, if the Guarantor is not such corporation, such corporation shall have executed and delivered to each Benefited Party its assumption of the due and punctual performance and observance of each covenant and condition of this deed poll (in which case, subject to satisfaction of the conditions contained in this clause 8.2(b) and such substitution and release not affecting the legality, validity or enforceability of this deed poll, such corporation shall succeed to and be substituted for the Guarantor and the Guarantor shall be relieved of its obligations under this deed poll); and

(2)immediately after giving effect to such transaction, no violation of this deed poll and no Event of Default shall have occurred and be continuing.

9Governing law and jurisdiction

(a)This deed poll is governed by the laws of New South Wales and the Guarantor irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales.

(b)The Guarantor appoints the Sydney office of Baker & McKenzie in relation to proceedings in Australia as its agent to receive service of any legal process on its behalf in connection with any Transaction Document to

8

which it is a party without excluding any other means of service permitted by the law of the relevant jurisdiction.

All services of legal process must be addressed to :

Urgent Attention

The Managing Partner

Baker & McKenzie

Level 26, 50 Bridge Street

Sydney NSW 2000

with a copy sent by facsimile to:

Urgent Attention

The General Counsel

Ecolab Inc.

Facsimile: 1 612 225 3288.

(c)The Guarantor must ensure that each process agent appointed by it remains authorised to accept service on its behalf unless and until replaced by another process agent under this clause 9(c).  If any process agent ceases to be willing or able to act as process agent the Guarantor must ensure that at all times there is another person to receive process on behalf of the Benefited Parties and it shall promptly notify the Benefited Parties of the appointment of that other person and of the acceptance of that other person of its appointment.

10Definitions and interpretation

(a)Unless otherwise defined in this deed poll, terms defined in the Dealer Agreement bear the same meaning when used in this deed poll.

(b)In this deed poll:

Australian Tax Resident means a person who is:

(a)either:

(1)a resident of Australia (within the meaning of the Income Tax Assessment Act 1936 (Cth)); or

(2)a non-resident of Australia carrying on business in Australia through a permanent establishment in Australia (within the meaning of those terms in the Income Tax Assessment Act 1936 (Cth));

and

(b)bliged to include interest received on the Commercial Paper of MTN (as applicable) in its assessable income as a resident of Australia or by reason of carrying on business in Australia through a permanent establishment in Australia for the purposes of the Income Tax Assessment Act 1936 (Cth) or any other legislation introduced in connection with the taxation laws improvement program in Australia;

9

Arranger has the meaning given in the Dealer Agreement;

Benefited Party means the Arranger, each Dealer, the Registrar, the I&P Agent and each Holder;

Commercial Paper means Promissory Notes issued by the Debtor under the Dealer Agreement;

Consolidated Subsidiary means at any date any Subsidiary the accounts of which would be consolidated with those of the Guarantor in its consolidated financial statements at such date in accordance with GAAP;

Dealer has the meaning given in the Dealer Agreement;

Dealer Agreement means the Dealer Agreement dated on or about the date of this deed poll between the Debtor, Citisecurities Limited as Arranger, and the Dealers referred to therein;

Debt means (but without duplication of any item);

(a)indebtedness for borrowed money;

(b)obligations evidenced by bonds, debentures, notes or other similar instruments;

(c)obligations to pay the deferred purchase price of property or services, excluding trade obligations and other accounts payable arising in the ordinary course of business with a payment term of not more than 120 days;

(d)obligations as lessee under leases which have been or should be, in accordance with GAAP, recorded as capital leases;

(e)obligations to indemnify or reimburse any acceptor or endorser of bills of exchange drawn by the Guarantor or any Subsidiary, or any provider of guarantees, indemnities, letters of credit or similar instruments in respect of obligations or at the request of the Guarantor or any Subsidiary;

(f)obligations under or in respect of direct or indirect guarantees in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of indebtedness or obligations of others of the kinds referred to in paragraphs (a), (b), (c) (d) and (e) above; and

(g)liabilities in respect of unfunded vested benefits under plans covered by Title IV of the Employment Retirement Income Security Act of 1974 of the United States of America, as amended from time to time.

“Debt” shall not include contingent obligations for the liabilities of any Joint Venture Entity imposed solely as a matter of law by virtue of ownership of equity interests in such Joint Venture Entity;

Debtor means Ecolab Finance Pty Limited ACN 082 979 655;

10

Document means Guaranteed Commercial Paper, each Guaranteed MTN, the MTN Programme Master Note, the Dealer Agreement, the Registry Services Deed and the I&P Agency Agreement;

Encumbrance means an interest or power:

(a)reserved in or over an interest in any asset including, but not limited to, any retention of title; or

(b)created or otherwise arising in or over any interest in any asset under a bill of sale, mortgage, charge, lien, pledge, trust or power,

by way of security for the payment of any Debt, and includes, but is not limited to, any right of set-off or combination of accounts in respect of any deposit or loan made as part of any cash collateral or other security arrangement, or any agreement to grant or create any of the above but excludes a Permitted Securitisation Transaction;

Facility means real property, improvements thereon and fixtures used in the operations of the Guarantor or any Subsidiary;

GAAP means generally accepted accounting principles set forth in the opinions, statements and pronouncements of the Financial Accounting Standards Board, Accounting Principles Board and the American Institute of Certified Public Accounts or in such other statements by such other entity as may be in general use by significant segments of the accounting profession, which are applicable to the circumstances as of the date of determination and in any event applied in a manner consistent with the application thereof used in the preparation of the financial statements referred to in clause 8;

Guaranteed Commercial Paper means Commercial Paper the ultimate beneficial holder of which is an Australian Tax Resident;

Guaranteed Moneys means in relation to a Benefited Party, all debts and monetary liabilities of the Debtor to the Benefited Party under or in relation to any Document, and in any capacity irrespective of whether the debts or liabilities:

(a)are present or future;

(b)are actual, prospective, contingent or otherwise;

(c)are at any time ascertained or unascertained;

(d)are owed or incurred as principal, interest, fees, charges, taxes, duties or other imposts, damages (whether for breach of contract or tort or incurred on any other ground), losses, costs or expenses, or on any other account;

Guaranteed MTN means an MTN the ultimate beneficial owner of which is an Australian Tax Resident;

Holder means:

(a)in relation to an MTN, at any time, a person who is registered in the Register as the holder or owner of a MTN and who has rights

11

against the Issuer under, and has the benefit of, the Master Note in respect of the MTN; and

(b)in relation to Commercial Paper, at any time, a person who is the owner of the Commercial Paper;

Joint Venture Entities means the Joint Venture Entities and their subsidiaries collectively, from time to time established in accordance with the terms of the Amended and Restated Umbrella Agreement dated as of 26 June 1991 between the Guarantor and Henkel Kommanditgesellschaft auf Aktien.

Permitted Securitisation Transaction means a transaction consisting of:

(a)a sale to any Person of Receivables, of the Guarantor or of any Subsidiary (in one or more transactions) which is treated as a sale under Financial Accounting Standards Board No. 125 (as in effect on the date of this deed poll), which sale is permitted hereunder; and

(b)to the extent such transaction is characterised as the incurrence of debt obligations by the Guarantor or any Subsidiary, debt obligations which are non-recourse with respect to the principal amount of such debt obligations except to such Receivables (subject to warranties of good title, indemnities for losses (due to factors other than solely to the creditworthiness of the obligors of such Receivables), dilutions, offsets and other similar exceptions);

Person means any “entity” as defined in Part 3.2A of the Corporations Law;

Receivables means and includes, without limitation, all of the Guarantor’s and its Subsidiaries’ presently existing and hereafter arising or acquired accounts, accounts receivable, instruments, chattel paper, general intangibles and all present and future rights of the Guarantor and its subsidiaries to payment for goods sold or leased or for services rendered, whether or not they have been earned by performance, and all rights in any merchandise or goods which any of the same may represent, all proceeds of any of the foregoing, and all rights, title, security and guarantees with respect to each of the foregoing;

Subsidiary means any corporation or other entity of which securities having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly (through one or more Subsidiaries) owned or controlled by the Guarantor.

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Executed as a deed poll:

Signed sealed and delivered for

Ecolab Inc.

by its attorney in the presence of:

/s/ Dennis J. McGuire	/s/ Steve L. Fritze
Witness	Attorney
Dennis J. McGuire	Steve L. Fritze
Name (please print)	Name (please print)

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EX-10.A(III)C

Exhibit 10.A(iii)C

Issuing and Paying Agency Agreement

Ecolab Finance Pty Limited

ACN 082 979 655

and

Perpetual Trustee Company Limited

ACN 000 001 007

F R E E H I L L

H O L L I N G D A L E

& P A G E

MLC Centre Martin Place Sydney New South Wales 2000 Australia

Telephone (02) 9225 5000 Int + (61 2) 9225 5000 Facsimile (02) 9322 4000 DX 361 Sydney

Reference: SMcG:36E

SYDNEY  MELBOURNE  PERTH  CANBERRA  BRISBANE  SINGAPORE  HANOI  HO CHI MINH CITY

CORRESPONDENT OFFICE IN JAKARTA

Liability is limited by the Solicitors Scheme under the Professional Standards Act 1994 (NSW)

Issuing and Paying Agency Agreement

Table of contents

Clause

1

This Agreement

is made on 10 July 1998 between the following parties:

1.             Ecolab Finance Pty Limited

ACN 082 979 655

of Level 26, 50 Bridge Street, Sydney, New South Wales

(Issuer)

2.             Perpetual Trustee Company Limited

ACN 000 001 007

of Level 7, 39 Hunter Street, Sydney, New South Wales

(Agent)

Recitals

A.The Issuer proposes to issue from time to time promissory notes (Notes) in accordance with the terms of the Dealer Agreement and this agreement.

B.The Agent has agreed to act as the issuing and paying agent of the Issuer in respect of the Notes upon the terms and conditions set out in this agreement.

The parties agree

in consideration of, among other things, the mutual promises contained in this agreement:

1              Interpretation

1.1The following words have these meanings in this agreement if they commence with a capital letter in the text.

Dealer Agreement means the agreement dated on or about the date of this agreement between the Issuer, Citisecurities Limited (as Arranger) and the Dealers named therein;

Officer means:

(a)in relation to the Agent, a director, secretary or an officer whose title contains the word “manager” or “director” or a person performing the functions of any of them; and

(b)in relation to the Issuer, a director or a secretary, or a person notified to be an authorised officer, of the Issuer.

1.2Unless the context otherwise clearly requires, terms defined in the Dealer Agreement will have the same meaning when used in this agreement.

1.3In this agreement unless the contrary intention appears:

(a)a reference to this agreement or another instrument includes any variation to or replacement of them;

(b)a reference to a statute, ordinance, code or other law includes regulations and other instruments under them and consolidations, amendments, re-writes, re-enactments or replacements of any of them;

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(c)the singular includes the plural and vice versa;

(d)the word “person” includes a firm, body corporate, an unincorporated association or an authority;

(e)a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including, without limitation, persons taking by novation) and assigns:

(f)a reference to an accounting term is to be interpreted in accordance with approved accounting standards under the Corporations Law, schedule 5 to the Corporations Regulations and, where not inconsistent with those accounting standards and that schedule, generally accepted principles and practices in Australia consistently applied by a body corporate or as between bodies corporate and over time;

(g)a reference to any thing (including, without limitation, any amount) is a reference to the whole or any part of it and a reference to a group of persons is a reference to any one or more of them;

(h)a reference to a clause, part or schedule is, unless otherwise specified, a reference to a clause, part or schedule in this agreement;

(i)a capitalised term has the meaning given to it in the Dealer Agreement unless otherwise specified;

(j)no act or omission of the Agent will be regarded as being “wilful” if that act or omission:

(1)is in accordance with the directions of a court;

(2)is otherwise sanctioned by law;

(3)is in accordance with a direction given by the Issuer; or

(4)is solely attributable to a breach by a person, other than the Agent, of a Transaction Document; and

(k)subject to clause 13.1(c), the Agent will only be considered to have knowledge, awareness or notice of a thing, or grounds to believe any thing, by virtue of the officers of the Agent having actual knowledge, actual awareness or actual notice of that thing (and similar references will be interpreted in this way).

1.4Headings are inserted for convenience and do not affect the interpretation of this agreement.

2Appointment of Agent

2.1The Issuer:

(a)appoints the Agent acting through its offices specified in schedule 2 as its issuing and paying agent in connection with the Notes; and

(b)authorises the Agent to take action on its behalf and to exercise the rights, powers and remedies and perform those obligations which are specifically

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delegated to the Agent by this agreement and such further rights and powers which:

(1)are reasonably incidental to such delegated rights and powers; and

(2)the Issuer and the Agent agree from time to time in writing.

2.2The Agent accepts its appointment under clause 2.1.  The Agent may exercise the rights, remedies, powers and discretions and must perform the obligations (including, if applicable, the exercise of its rights, remedies, powers and discretions) which are specifically delegated to it by this agreement.

2.3The Agent acknowledges receipt of executed copies of the Dealer Agreement.

2.4The Issuer agrees to do all such things necessary to enable the Agent to lodge and deal with the Notes on behalf of the Issuer in the Austraclear System.

3Delivery of Blank Notes

3.1To enable the Agent to perform its obligations under this agreement, the Issuer must ensure that, at all times, the Agent is supplied with sufficient blank Notes signed by an Officer of the Issuer (or which may be signed by an Officer of the Agent in accordance with the provisions of clause 4.3(b) and clause 5.2), to the office of the Agent agreed from time to time to perform its obligations under this agreement.

3.2The Agent shall hold for the Issuer and maintain in safe custody all blank Notes in its possession under this agreement and must ensure that those Notes are only completed, signed (if required) and delivered in accordance with this agreement.

3.3The Agent will notify the Issuer promptly when it considers further quantities of Notes are required.

3.4If requested in writing by the Issuer, the Agent must return to the Issuer or cancel and destroy any or all blank Notes held by it.

4Issue of Notes

4.1The Issuer must by 10.30 am (Sydney time) on an Issue Date give notice to the Agent by telephone, (to be promptly confirmed by facsimile), of the aggregate face value of Notes to be issued on that Issue Date, specifying in relation to those Notes:

(a)the Issue Date;

(b)the Maturity Date(s);

(c)the denomination(s);

(d)the identify of the persons purchasing each Note and the delivery instructions relating to each Note;

(e)the aggregate Purchase Price payable by each purchaser; and

(f)the details of the bank account or Austraclear System account to which the aggregate Purchase Price is to be credited in accordance with clause 4.5.

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4.2The Issuer must ensure that the aggregate face amounts of Outstanding Notes at any one time must not exceed the Facility Limit (or such other amount agreed pursuant to the Dealer Agreement).

4.3Each notice pursuant to clause 4.1 constitutes an instruction by the Issuer to the Agent to:

(a)complete each Note in accordance with the details specified in the notice by the insertion in the appropriate places on the face of the Note:

(1)the relevant Issue Date;

(2)the Maturity Date of the Note;

(3)the face amount of the Note and the detail set out in such Note;

(4)the serial number; and

(b)if the Notes have not been signed for the Issuer by one of its Officers, cause each such Note to be signed by a duly authorised signatory in accordance with clause 5.2; and

(c)deliver each Note on its Issue Date to the person entitled to the Note in accordance with clause 4.4 or, if applicable, into the Austraclear System for crediting to the account of the person entitled to the Note.

4.4Each Note shall be delivered by the Agent in accordance with the delivery instructions given in relation to that Note pursuant to clause 4.1(d) against payment of the relevant purchase price, unless the Agent has received prior written notice from the Issuer that the issue of that Note has been cancelled in accordance with the terms of the Dealer Agreement (whether due to the failure of a condition precedent or otherwise) in which case the Agent shall not issue that Note and, ‘if the Note has been completed pursuant to clause 4.3(a) prior to the receipt of that notice, the Agent shall cancel and destroy that Note.

4.5(a)Subject to clause 7.3, the Agent shall transfer (to the account nominated by the Issuer pursuant to clause 4.1(f)) for value on each Issue Date an amount in immediately available funds equal to the aggregate Purchase Price for the Notes issued on that Issue Date.

(b)If for any reason whatsoever (other than the fraud, wilful misconduct or gross negligence of the Agent or its officers, agents or employees) there is a shortfall in the amount which should have been paid to the Agent by or on behalf of any Dealer or any other person on any Issue Date, and the Agent has already paid that amount to the Issuer pursuant to clause 4.5(a) in the belief that it has received or would receive the full amount (and for the avoidance of any doubt the Agent shall have no obligation to make such payment to the extent that it has not received sufficient cleared funds in order to do so), then the Issuer shall be obliged to reimburse the Agent for such shortfall as soon as is practicable after notification to the Issuer of that fact and until reimbursement, the Agent shall hold the Notes corresponding to such shortfall for its own account.  The Issuer shall pay the Agent interest for the period from and including that Issue Date up to but excluding the Business Day upon which the Agent receives such reimbursement on an amount equal to the shortfall calculated on a 365 day year basis and compounded daily at a variable interest rate equal to the average 90 day

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Bank Bill Swap Reference Rate as published in the financial press from time to time (or the rate which replaces it) plus a margin of 1.00% per annum.  Upon such reimbursement the Agent shall procure the cancellation of the relevant Note.

4.6If the Agent receives an application from any person for the issue of a replacement Note to replace a Note which that person certifies has been lost, stolen, mutilated, defaced or destroyed and that person has:

(a)paid any costs incurred in connection with the issue of that replacement Note;

(b)specified:

(1)that the replacement Note should be delivered, at the risk of that person, by mailing it (first call uninsured postage prepaid) to a nominated addressee and address; or

(2)that the replacement Note will be collected by or on behalf of the person; and

(c)either surrendered the Note to be replaced or, where such person specifies that such Note has been lost, stolen or destroyed, provided evidence and an indemnity satisfactory to the Issuer and the Agent in their absolute discretion;

then the Agent shall:

(d)complete a replacement Note with a new serial number but otherwise as an exact replacement for the Note to be replaced; and

(e)if the Notes have not been signed for the Issuer by one of its Officers, cause that replacement Note to be signed by a duly authorised signatory in accordance with clause 5.2;

(f)deliver that replacement Note in the manner specified pursuant to clause 4.6(b); and

(g)cancel and destroy any Note surrendered to it pursuant to clause 4.6(c).

4.7The Agent must keep a full and complete record of all Notes and of their redemption, payment cancellation and destruction (as the case may be) and make such records available at reasonable times to the Issuer.

5Form of Notes

5.1           Each Note shall:

(a)unless otherwise provided in the Dealer Agreement, be substantially in the form set out in schedule 1; and

(b)comply with the provisions of the Dealer Agreement: and

(c)be completed, signed and delivered as provided in clause 4.3.

5.2Each Note to be issued by the Issuer shall (unless the Issuer has elected by prior written notice to the Agent) be signed for and on behalf of the Issuer by an Officer of the Agent in accordance with the Agent’s normal procedures as advised by the

5

Agent to the Issuer at the Issuer’s request from time to time.  The Issuer may, by notice in writing to the Agent at any time, elect to execute the Notes by one of its Officers.  The Issuer appoints the Agent and every Officer of the Agent who is appointed and empowered by the Agent for the purposes of this clause 5.2 severally as its true and lawful attorneys to sign Notes on its behalf in accordance with this clause 5.2.  Any such signature may be written, or by a facsimile or stamp of the signature.  No Note shall be signed except as contemplated under this clause 5.2.  The Issuer agrees to ratify and confirm anything done by any such attorneys pursuant to exercise of their power to sign as attorneys of the Issuer.

6Information

6.1Within 3 Business Days after an Issue Date the Agent shall notify the Issuer of the serial numbers of the Notes completed, signed and delivered by the Agent on the Issue Date, the aggregate face amount of such Notes and the Maturity Date of each of those Notes.

6.2Within 3 Business Days after the issue of a replacement Note pursuant to clause 4.6 the Agent shall notify the Issuer of the issue of that replacement Note, its serial number, the serial number (if known) of the Note which it replaces and, if applicable, the destruction of the Note being replaced.

7Payment of Matured Notes

7.1Subject to clause 7.3, the Issuer shall, not later than 1.00 pm (Sydney time) on every Maturity Date, transfer, or procure the transfer of, the total amount required in immediately available funds for the payment in full of all Notes becoming due on the Maturity Date to the account of the Agent which the Agent designates by notice to the Issuer.

7.2Subject to clause 7.3, if requested by the Agent the Issuer shall:

(a)on or before the Business Day immediately prior to each Maturity Date advise the Agent (by sending to the Agent a confirmation of its payment instructions) of the bank through which the transfer of the total amount required for the payment in full of all Notes becoming due on the Maturity Date is to be made; and

(b)procure its nominated bank to send to the Agent a facsimile, not later than 1.00 pm (Sydney time) on each Maturity Date. irrevocably confirming that it has made that payment.

7.3Where Notes (“new Notes”) are to be issued on the Maturity Date of any Outstanding Notes (“old Notes”), the Agent must apply the aggregate Purchase Price of the new Notes in or towards payment of the old Notes in accordance with clause 7.4.  If the aggregate Purchase Price for the new Notes will be insufficient for payment in full of all old Notes becoming due on that Maturity Date, the Issuer shall pay the shortfall to the Agent as specified in clauses 7.1 and 7.2.  Nothing in this clause 7.3 shall affect the obligations of the Issuer to ensure that the Agent receives or holds sufficient funds to pay each Note on its Maturity Date and if for any reason the provisions of this clause 7.3 cannot be given effect to in whole or in

6

part, the Agent shall notify the Issuer as soon as practicable and the Issuer shall immediately pay to the Agent the amount required for payment in full of all old Notes becoming due on that Maturity Date.

7.4Subject to the following provisions of this part 7, the Agent will pay the face amount of each Note which is presented to it as paying agent on or after the Note’s Maturity Date.  Unless the full amount required for such payment has been received by the Agent from the Issuer, the Agent shall not be bound to make that payment.

7.5If the Agent has not received the total amount required for the payment in full of all Notes becoming due on a Maturity Date it shall promptly notify the Issuer and the Dealers on that Maturity Date.  If the Agent subsequently receives that amount, but without in any way limiting the obligations of the Issuer under clauses 7.1 to 7.4, the Agent will make payment of the amount received as specified in clause 7.4.

7.6Unless otherwise notified by the Issuer, the Agent may assume that it has received the total amount required for the payment in full of all Notes becoming due on a particular Maturity Date and in reliance upon such assumption may (but is not obliged to) proceed to make payment as provided in clause 7.4.  If the Agent has not received the full amount by close of business on the Maturity Date (taking account of any subsequent reversal of credit entries with back-valued effect), the Issuer must pay to the Agent interest, for the period from and including that Maturity Date up to but excluding the Business Day on which the Agent receives that amount, on the shortfall paid by the Agent pursuant to clause 7.4 calculated daily on a 365 day year basis and compounded daily at the average 90 day Bank Bill Swap Reference Rate as published in the financial press from time to time (or the rate which replaces it) plus a margin of 1.00% per annum. Such interest shall be compounded daily.

7.7The Agent shall be entitled to deduct from all payments to holders of Notes any amounts which it is required to deduct by any applicable law but shall otherwise make all payments to holders of Notes without any set-off or deduction.

7.8Moneys paid to the Agent by the Issuer pursuant to clause 7.1 and not paid against presentation of the relevant Notes within 3 Business Days after the Maturity Date of those Notes shall be placed at call on interest bearing deposit by the Agent with a financial institution approved by the Issuer at an interest rate and on conditions usual for deposits of that size and term. The Issuer is entitled to all interest on the unclaimed moneys and the Agent must pay such interest to the Issuer upon receipt by the Agent. Moneys not paid against presentation of the relevant Notes after the sixth anniversary of their Maturity Date shall be repaid with any accrued but unpaid interest to the Issuer.

7.9The Agent must cancel and destroy each Note presented for payment and paid in full.

8Warranties

8.1           Each party represents and warrants that:

(a)incorporation: it is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation;

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(b)corporate power: it has the corporate power to own its assets and to carry on its business as it is now being conducted;

(c)authority:  it has full power and authority to enter into and perform its obligations under the Transaction Documents to which it is expressed to be a party or is stated to have an obligation with respect thereto;

(d)authorisations:  it has taken all necessary action to authorise the execution, delivery and performance of the Transaction Documents to which it is expressed to be a party or is stated to have an obligation with respect thereto in accordance with their terms;

(e)binding obligations: the Transaction Documents to which it is expressed to be a party or is stated to have an obligation with respect thereto constitute its legal, valid and binding obligations and, subject to any necessary stamping and registration, are enforceable in accordance with their terms subject to laws generally affecting creditors’ rights and to principles of equity;

(f)nature of obligations:  its payment obligations under the Transaction Documents to which it is expressed to be a party or is stated to have payment obligations with respect thereto constitute direct, unconditional and unsecured obligations ranking pari passu with all of its other unsecured and unsubordinated payment obligations except payment obligations preferred by mandatory operation of law;

(g)transaction permitted: the execution, delivery and performance by it of the Transaction Documents to which it is expressed to be a party or is stated to have an obligation with respect thereto do not and will not violate:

(1)any law, regulation, authorisation, ruling, consent, judgment, order or decree of any Governmental Agency;

(2)its memorandum and articles of association or other constituent documents.

8.2These warranties are taken to be also made on each Issue Date and Maturity Date.

9Relationship

9.1The Agent must do all things required of the Agent in the Transaction Documents, but otherwise has no obligations except those expressly set out or referred to in this agreement.

9.2Subject to the other terms of this agreement, the Agent must act in accordance with any procedures agreed between the Agent and the Issuer in exercising its rights, powers and discretions under this agreement.

9.3In the absence of instructions from the Issuer, the Agent may exercise its rights, powers and discretions as it sees fit provided it does so in good faith. Except where this agreement otherwise expressly specifies the Agent need not consult with the Issuer before exercising a right, power or discretion under this agreement.

9.4Save as expressly provided for in this agreement, the Agent is not a trustee for the benefit of the Issuer, a bearer of a Note or any other person.

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9.5The Agent may rely on any communication or instrument reasonably believed by it to be genuine and correct and to have been signed or sent by the proper person, and may rely as to legal or other professional matters on opinions and statement of any legal or professional advisers selected or approved by it.

9.6The Agent may employ agents and attorneys.

9.7The Issuer must ensure, and the Agent, except in matters purely within its own knowledge has no responsibility for ensuring, that the issue of, and observance of obligations under, a  Note complies with all applicable laws and regulations and that all authorisations necessary for the issue of, and observance of obligations under, a Note are obtained and maintained in full force.

9.8The Agent shall (except as ordered by a court of competent jurisdiction or as required by law and notwithstanding any notice to the contrary) be entitled to treat the bearer of a Note as the absolute owner of that Note and shall not be liable for doing so except to the extent that the Agent, its officers, employees or agents are guilty of gross negligence, wilful misconduct, fraud or breach of contract.

9.9Notwithstanding any other provision of this agreement the Agent shall be entitled not to act upon any instructions from the Issuer if and for so long as it is impossible for the Agent to act upon those instructions due to causes beyond its control (but not occasioned by the gross negligence, wilful misconduct, fraud or breach of contract of the Agent ) including, but not limited to, civil war, insurrections, riots, fires, floods, explosions, earthquakes, acts of God or the public enemy, labour disputes and any statute, order, regulation, proclamation, ordinance, demand or requirement of any governmental agency imposed after the date of this agreement. The Agent shall notify the Issuer as soon as possible after it has in its sole and absolute discretion determined that it is unable to act on any instructions as a result of any such impossibility and the Issuer may at any time after receipt of such a notice from the Agent and for so long as that impossibility continues, by notice to the Agent terminate this agreement with immediate effect. The Agent will have no responsibility or liability whatsoever for any loss or expense suffered by the Issuer as a result of the Agent not so acting for the period during which that impossibility continues. Unless this agreement has been terminated, the Agent shall take all reasonable steps to avoid or remove the causes of non-performance and promptly resume performance under this agreement when the causes are removed.

9.10The Agent may resign its appointment under this agreement and the Issuer may terminate the appointment of the Agent under this agreement at any time by giving not less than 30 days’ written notice to that effect to the Issuer or the Agent respectively. The resignation or termination shall not be effective:

(a)until a successor is appointed in accordance with this part 9; or

(b)in respect of any Note issued on or before the date upon which such resignation otherwise becomes effective nor shall the resignation be effective in respect of any replacement Note issued in replacement for any such Note.

The Issuer shall ensure that there is at all times an issuing and paying agent in respect of the Notes.

9.11If the Agent resigns or is removed, the Issuer shall, before the fifth Business Day prior to the expiry of the Agent’s notice of resignation, appoint a successor to the

9

Agent, such appointment to take effect upon expiry of the retiring Agent’s notice period.

9.12If a successor to the Agent is appointed under this agreement, then the retiring Agent shall:

(a)except to the extent required by it in connection with any Notes in respect of which its resignation is not effective or, in the case of money which it is entitled to retain for its own account, deliver to the new Agent all blank Notes, records and money held by it in its capacity as the Agent under this agreement; and

(b)except to the extent otherwise expressly specified in this agreement, be released from its obligations under this agreement but shall remain entitled to the benefit of the provisions of this part 9,

and its successor and the Issuer shall have the same rights and obligations between themselves as they would have had if the successor had been a party to this agreement.

10Responsibility

10.1Dealings by the Agent

The Agent and any related body corporate of the Agent may:

(a)subscribe for Notes or purchase, hold, deal in or dispose with Notes;

(b)at any time:

(1)contract with;

(2)act in any capacity as a representative or agent for;

(3)enter into any financial, banking, agency or other transaction with,

any Holder, the Issuer, any Dealer, the Guarantor or the Arranger, or

(c)be interested in any contract or transaction referred to in clause 10.1(b),

and is not liable to account to any other person for any profits or benefits (including, without limitation, bank charges, commission, exchange, brokerage and fees) derived in connection with any such contract or transaction.

10.2Issuer’s Obligation

The Agent shall not be responsible or in any way liable for the performance by the Issuer of its obligations under any Transaction Document or for enforcement of those obligations.

10.3Austraclear

The Agent shall not be responsible or in any way liable for the performance by Austraclear of any of its obligations in connection with the Notes or for the enforcement of those obligations.

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11Liabilities and Indemnities

11.1Neither the Agent nor any of its officers, employees or agents shall be liable for any act or omission under this agreement except to the extent that the Agent, its officers, employees or agents are guilty of negligence, wilful misconduct, fraud or breach of contract.  Neither the Agent nor its officers, employees or agents shall be required to ascertain whether any issuance or sale of Notes has been duly authorised or is in compliance with any agreement to which the Issuer is a party (including without limitation the Dealer Agreement), except this agreement.

11.2The Issuer takes sole responsibility and risk for the standard of printing and all other aspects relating to the quality of the Notes.

11.3The Issuer shall pay or reimburse the Agent on demand for:

(a)the reasonable costs, charges and expenses of the Agent in connection with the negotiation, preparation, execution, stamping, registration and completion of this agreement; and

(b)the reasonable costs, charges and expenses of the Agent in connection with any consent, approval, exercise of rights, waiver, variation, release or discharge in accordance with this agreement; and

(c)the costs, charges and expenses of the Agent in connection with the enforcement, or preservation of any rights under this agreement (including, without limitation, any expenses incurred in retaining any independent consultant or other person to evaluate any matter of reasonable concern and its administration costs in connection with those events); and

(d)Taxes, stamp duties, registration fees and other duties and fines and penalties in respect of any of them, which may be payable or determined to be payable in connection with this agreement or a payment or receipt or any other transaction contemplated by this agreement,

including in each case, without limitation, legal costs and expenses on a full indemnity basis.

11.4Issuer’s indemnity

Subject to clause 11.7, the Issuer indemnifies and holds harmless the Agent on demand against any losses, liabilities, costs, expenses, claims, actions or demands which the Agent may incur directly or indirectly or which may be made against the Agent in connection with its appointment or the exercise of the powers, discretions and authorities and performance of the duties of the Agent under this deed (including those losses, liabilities, costs, expenses, claims, actions or demands arising because of any payment or failure to make any payment contemplated by this agreement or because of reliance in good faith on telephone or facsimile instructions originating or purporting to originate from the offices of the Issuer or to be given by an Officer of the Issuer) except to the extent that any losses, liabilities, costs, expenses, claims, actions or demands result from the Agent’s own negligence, fraud or wilful default under this deed or from the negligence, fraud or wilful default of the Agent’s officers, employees or agents.

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11.5Issuer’s control of defence

If any claim, action or demand is made against the Agent, in respect of which indemnity may be sought from the Issuer under clause 11.4, the Agent must promptly notify the Issuer in writing and the Issuer may assume the defence of that claim, action or demand including the employment of legal advisers to whom the Agent must have no reasonable objection, subject to the payment by the Issuer of all expenses.

11.6Separate representation

The Agent may employ separate legal advisers in, and defend, or participate in the defence of, any such action where the Issuer assumes responsibility under clause 11.5, but the fees and expenses of those legal advisers must be borne by the Agent unless the Issuer has failed to assume the defence and employ legal advisers for that purpose.

11.7Limit on Issuer’s indemnity

The Issuer is not liable to indemnify the Agent for any settlement of any claim, action or demand made without the consent of the Issuer.

11.8Agent’s indemnity

Subject to clause 11.11, the Agent indemnifies and holds harmless the Issuer on demand against all losses, liabilities, costs, expenses, claims, actions or demands which the Issuer may incur directly or indirectly or which may be made against the Issuer in connection with the Agent’s breach of its obligations under this deed or any negligence, wilful default or fraud of the Agent in the performance of its duties under this deed except to the extent that any losses, liabilities, costs, expenses, claims, actions or demands result from the Issuer’s own negligence, fraud or wilful default or from the negligence, fraud or wilful default of the Issuer’s officer, employees or agents.

11.9Agent’s control of defence

If any claim, action or demand is made against the Issuer, in respect of which indemnity may be sought from the Agent under clause 11.8, the Issuer must promptly notify the Agent in writing and the Agent may assume the defence to that claim, action or demand including the employment of legal advisers to whom the Issuer must have no reasonable objection, subject to the payment by the Agent of all expenses.

11.10Separate representation

The Issuer may employ separate legal advisers in, and defend, or participate in the defence of, any such action where the Agent assumes responsibility under clause 11.9, but the fees and expenses of those legal advisers must be borne by the Issuer unless the Agent has failed to assume the defence and employ legal advisers for that purpose.

11.11Limit on Agent’s indemnity

The Agent is not liable to indemnify the Issuer for any settlement of any claim, action or demand made without the consent of the Agent.

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12Fees

The Issuer shall pay to the Agent the fees set out in a letter dated on or around today’s date between the Issuer and the Agent.

13Notices

13.1Any notice or other communication including, but not limited to, any request, demand, consent or approval, to or by a party to any Transaction Document:

(a)must be in legible writing and in English addressed as shown below:

(1)if to the Issuer:

Address:Ecolab Inc.

N/6 Ecolab Centre

370 North Wabasha Street

Saint Paul Minnesota 55102 USA

Attention:Manager, Corporate Finance

Facsimile:0011 1 612 293 2379;

with a copy to:

Address:Ecolab Pty Ltd

6 Hudson Avenue

Castle Hill NSW 2154

Attention:Finance Director

Facsimile:(02) 9899 3105:

(2)if to the Agent:

Address:Level 3

39 Hunter Street

SYDNEY NSW 2000

Attention:Manager, Securitisation

Facsimile:9221 7870,

or as specified to the sender by any party by notice;

(b)where the sender is a company, must be signed by an Officer or under the common seal of the sender;

(c)is regarded as being given by the sender and received by the addressee:

(1)if by delivery in person, when delivered to the addressee;

(2)if by post, 3 Business Days (or 5 Business Days if addressed to another country) from and including the date of postage/on delivery to the addressee; or

(3)if by facsimile transmission, on production of a facsimile transmission report from the machine from which the facsimile was sent confirming that the facsimile has been sent in its entirety to the facsimile number of the intended recipient,

13

but if the delivery or receipt is on a day which is not a Business Day or is after 4.00 pm (addressee’s time) it is regarded as received at 9.00 am on the following Business Day; and

(d)can be relied upon by the addressee and the addressee is not liable to any other person for any consequences of that reliance if the addressee believes it to be genuine, correct and authorised by the sender.

13.2In clause 13.1, a reference to an addressee includes a reference to an addressee’s Officers, agents or employees or any person reasonably believed by the sender to be an Officer, agent or employee of the addressee.

14Assignment

No party to this agreement may assign its rights under this agreement unless agreed to in writing by all parties which consent must not be unreasonably withheld.

15Miscellaneous

15.1A certificate signed by the Agent or its solicitors about a sum payable to the Agent in connection with this agreement is prima facie evidence of the amount stated in it.

15.2The Agent may exercise a right, power or remedy at its discretion, and separately or concurrently with another right, power or remedy. A single or partial exercise of a right, power or remedy by the Agent does not prevent a further exercise of that or of any other right, power or remedy. Failure by the Agent to exercise or delay in exercising a right, power or remedy does not prevent its exercise.

15.3A provision of or a right created under this agreement may not be waived or varied except in writing.

15.4Any present or future legislation which operates to vary an obligation, right, power or remedy of a person in connection with this agreement is excluded except to the extent that its exclusions prohibited or rendered ineffective by law.

15.5The Agent may give conditionally or unconditionally or withhold its approval or consent in its absolute discretion unless this agreement expressly provides otherwise.

15.6The rights, powers and remedies provided in this agreement are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of this agreement.

15.7Each indemnity in this agreement is separate and independent from the other obligations of the Issuer and the Agent and survives termination of this agreement or termination of the Agent’s appointment as Agent.

15.8Time is of the essence of this agreement in respect of an obligation to pay money.

16Governing Law, Jurisdiction and Service of Process

16.1The agreement is governed by the law in force in the Australian Capital Territory.

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16.2Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the Australian Capital Territory and courts of appeal from them. Each party waives any right it has to object to an action being brought in those courts, to claim that the action has been brought in an inconvenient forum, or to claim that those courts do not have jurisdiction.

16.3Without preventing any other mode of service, any document in an action (including, without limitation, any writ of summons or other originating process or any third or other party notice) may be served on any party by being delivered to or left for that party at its address for service of notices under part 12.

17Counterparts

The agreement may consist of a number of counterparts and the counterparts taken together constitute one and the same instrument.

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Schedule 1 - Form of Note

[Front of Promissory Note]

Serial No:

Issue Date:

Maturity Date:

Ecolab Finance Pty Limited

ACN [                 ]

[                 ]

[                 ]

[                 ]

Sydney NSW 2000

AUSTRALIA

promises to pay the bearer the sum of

on the                                 day of                                               19               fixed upon presentation and surrender of this Promissory Note.

This Promissory Note may have the benefit of a Deed of Guarantee and Negative Pledge by Ecolab Inc. dated          July 1998.

Payable at the offices of: [            ]

at the following address: [            ]

For and on behalf of Ecolab Finance Pty Limited

Authorised Officer or Attorney

16

[On reverse of Note]

The undersigned acknowledges that this Promissory Note was surrendered for payment on and payment was received in full.

For and on behalf of:

Full Name

Address

Authorised Signatory

Tax File Number (Optional)

17

Schedule 2 - Offices of Issuing and Paying Agent

Perpetual Trustee Company Limited

Level 3

39 Hunter Street

Sydney NSW 2000

Attention:	Manager, Securitisation
Telephone:	9229 9000
Fax:	9221 7870

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Executed as an agreement in Canberra:

Signed for

Ecolab Finance Pty Limited

by its attorney in the presence of:

/s/ Rachael Lewis	/s/ Thomas Francis Meagher
Witness	Attorney
RACHAEL LEWIS Solicitor, A.C.T.	THOMAS FRANCIS MEAGHER SOLICITOR
Name (please print)	Name (please print)

Signed for

Perpetual Trustee Company Limited

by its attorney in the presence of:

/s/ Vanessa Bond	/s/ Timothy Castle
Witness	Attorney
VANESSA BOND	TIMOTHY CASTLE
Name (please print)	Name (please print)

19

EX-10.A(III)D

EXHIBIT 10.A(iii)d

MTN Programme Master Note

Ecolab Finance Pty Limited

ACN 082 979 655

in favour of

Each of the Holders of Notes

F R E E H I L L

H O L L I N G D A L E

& P A G E

MLC  Centre  Martin  Place  Sydney  New  South  Wales  2000  Australia

Telephone (02) 9225 5000 Int+ (61 2) 9225 5000 Facsimile (02) 9322 4000 DX 361 Sydney

Reference: SMcG:36E

SYDNEY  MELBOURNE  PERTH  CANBERRA  BRISBANE  SINGAPORE  HANOI  HO CHI MINH CITY
CORRESPONDENT OFFICE IN JAKARTA

Liability is limited by the Solicitors Scheme under the Professional Standards Act 1994(NSW)

Table of contents

Clause
1 Definitions and Interpretation
	1.1 Definitions
	1.2 Interpretation
2 Notes
	2.1 MTNs
	2.2 Ownership
	2.3 Principal Amount
	2.4 Acknowledgment of undertaking to pay
	2.5 Substitution of Issuer
3 Issue of MTNs
	3.1 Issue of MTNs
	3.2 Term of MTNs
4 Rights and obligations of Holders
	4.1 Rights and obligations of Holders
	4.2 Deed poll
5 Register
	5.1 Register
	5.2 Registrar
	5.3 Certified extracts
	5.4 Register is paramount
	5.5 Closure of Register
6 General
	6.1 Notices
	6.2 Governing law and jurisdiction
	6.3 Attorneys
Schedule 1 - General Conditions of the MTNs
1 Definitions
	1.1 Definitions
	1.2 Master Note
2 Form, denomination and title
	2.1 Form and denomination
	2.2 Ownership
	2.3 No Certificate
	2.4 Type of MTNs

1

Clause
3 Status and guarantee
	3.1 Status
	3.2 Guarantee
4 Interest
	4.1 Interest
	4.2 Accrual of interest
	4.3 Interest Payment Date
	4.4 Interest Rate
	4.5 Interest Amount
	4.6 Notification of Interest Rate and Interest Amount
5 Redemption and Purchase
	5.1 Redemption
	5.2 Purchase
	5.3 Cancellation
6 Payments
	6.1 Payments
	6.2 Fiscal laws
	6.3 Payment to Registrar or Austraclear
	6.4 Release
7 Taxation
	7.1 Payments in gross
	7.2 Interest withholding tax
	7.3 Tax file number
8 Prescription
	8.1 Prescription
9 Events of Default
	9.1 Events of Default
	9.2 Repayment in Event of Default
	9.3 Repayment upon illegality
10 Transfers
	10.1 Transfers
	10.2 Transfer and Acceptance Forms
	10.3 Registration requirements of transfer
	10.4 Registration of transfers
	10.5 Transfers to be excluded offers
	10.6 No fee
	10.7 Registration of transfer
	10.8 Marking of transfer

2

Clause
	10.9 Destruction
11 Meeting of Holders
	11.1 Meeting of Holders
	11.2 Amendment of Conditions
12 Registrar
	12.1 Registrar
13 Amendments
	13.1 Amendments
14 Notices
	14.1 Notices
15 Further Issues
	15.1 Further issues
16 Governing law
	16.1 Governing law
	16.2 Jurisdiction
Schedule 2 - Provision for Meetings of Holders

3

This Master Note

	is made on 10 July 1998
	BY
		Ecolab Finance Pty Limited ACN 082 979 655 of Level 26 50 Bridge Street Sydney, New South Wales (Issuer)
	IN FAVOUR OF
		Each of the Holders of MTNs
Recitals
	A.	The Issuer proposes to issue MTNs pursuant to the terms of this Master Note.
	B.	The MTNs will be issued in registered form by registration in the Register.
	C.	The Issuer has authorised the issue of MTNs up to an aggregate principal amount of $200,000,000 (or such other amount as may be agreed under the Dealer Agreement).

This deed poll witnesses that:

1Definitions and Interpretation

1.1Definitions

In this Master Note:

Arranger means Citisecurities Limited;

Austraclear means Austraclear Limited;

Austraclear System means the clearing and settlement services and systems operated by Austraclear for securities in accordance with the Regulations;

Business Day means a day on which banks and foreign exchange markets are open for business in Sydney;

Conditions means in respect of a MTN:

(a)the General Conditions; and

(b)the terms and conditions set out in the Pricing Supplement applicable to the MTN;

Dealer means:

(a)in respect of any Series, the Dealers who are or are to be the Dealers for that Series under the Dealer Agreement; and

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(b)in any other case, each party who is a Dealer under the Dealer Agreement at the relevant time;

Dealer Agreement means the agreement dated on or about the same date as this Master Note between the Issuer, the Arranger and the Dealers;

Deed of Guarantee and Negative Pledge means the deed poll dated on or about the date of this Master Note executed by the Guarantor;

Dollars, A$ and $ means the lawful currency of the Commonwealth of Australia;

Facility means the medium term note programme made available by the Dealers to the Issuer under the Dealer Agreement;

General Conditions means the General Conditions applicable to MTNs set out in schedule 1;

Guarantor means Ecolab, Inc. incorporated under the laws of the State of Delaware, United States of America;

Holder means:

(a)a person who is registered in the Register as the holder or owner of a MTN; and

(b)in respect of a MTN, the person who is registered in the Register as the holder or owner of that MTN;

Information Memorandum means at any time:

(a)the Information Memorandum dated on or about the date of this Master Note or the most recent Information Memorandum, as the case may be, prepared by the Issuer in connection with the Facility;

(b)any document incorporated by reference in, or forming part of, the Information Memorandum;

(c)in respect of any Series or MTN, any Pricing Supplement issued in connection with the Series or applicable to the MTN, as the case may be; and

(d)any other information authorised by the Issuer to be circulated at any time by any Dealer;

Interest Commencement Date has the meaning as defined in the General Conditions;

Interest Payment Date means in respect of a MTN which bears an Interest Rate, a date recorded or to be recorded in the Register and specified in the Pricing Supplement applicable to the MTN as a date for the payment of interest on that MTN;

Interest Period means in respect of a MTN which bears an Interest Rate, the period from and including an Interest Payment Date (or in the case of the first Interest Period the Issue Date) to but excluding the next Interest Payment Date or such period as recorded or to be recorded in the Register as the Interest Period;

Interest Rate means in respect of a MTN which bears an interest rate, the interest rate recorded or to be recorded in the Register and specified in the Pricing

5

Supplement applicable to the MTN subject in each case to adjustment, if any, in accordance with the Conditions;

Issue Date means in respect of a MTN, the date for the issue of the MTN recorded or to be recorded in the Register and specified in the Pricing Supplement applicable to the MTN;

MTN means an obligation of the Issuer to a person in respect of indebtedness of the Issuer to that person under this Master Note, ownership of which is recorded in and evidenced by registration in the Register;

Master Note means this deed poll in favour of the Holders;

Maturity Date means in respect of a MTN, the date for final redemption of the MTN recorded or to be recorded in the Register and specified in the Pricing Supplement applicable to the MTN;

Pricing Supplement means in respect of a Series or a MTN, the Pricing Supplement issued or to be issued by the Issuer specifying:

(a)the Issue Date and Maturity Date of the MTNs;

(b)if the MTNs bear an Interest Rate, the Interest Rate and Interest Payment Dates of the MTNs; and

(c)any other Conditions of the MTNs other than the General Conditions;

Principal Amount means, in respect of a MTN at any time:

(a)unless paragraph (b) or (c) applies, the face value amount of the MTN recorded or to be recorded in the Register;

(b)in the case of any MTN that may be redeemed by instalments (other than an MTN to which paragraph (c) applies), the face value amount recorded in the Register less the aggregate Redemption Amounts that have been repaid on or before that time; or

(c)the principal amount of the MTN as determined in accordance with the Conditions recorded in the Register;

Redemption Amount means, in respect of an MTN, the whole or any part of the Principal Amount of the MTN recorded or to be recorded in the Register as payable by the Issuer on a Redemption Date;

Redemption Date means, in respect of a MTN, the Maturity Date and in the case of any MTN that may be redeemed by instalments, any other date recorded or to be recorded in the Register as a date for the partial redemption of the MTN;

Register means the register of the Holders as maintained by the Registrar pursuant to the Registry Services Deed;

Registrar means Perpetual Trustee Company Limited;

Registry Services Deed means the deed dated on or about the same date as this Master Note between the Registrar and the Issuer;

Regulations means the Operating Manual and Regulations of Austraclear;

Related Corporation has the  meaning “related body corporate” has under the Corporations Law;

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Series means any MTNs having or to have the same Issue Date, Maturity Date and other Conditions;

Transfer and Acceptance Form means a form for the transfer of MTNs available from the Registrar and being in a form consistent with current market practice.

1.2Interpretation

In this Master Note, unless the context otherwise requires:

(a)headings and underlinings are for convenience only and do not affect the interpretation of this Master Note;

(b)words importing the singular include the plural and vice versa;

(c)words importing a gender include any gender;

(d)other parts of speech and grammatical forms of a word or phrase defined in this Master Note have a corresponding meaning;

(e)an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any Governmental Agency;

(f)a reference to any thing (including, but not limited to, any right) includes a part of that thing;

(g)a reference to a part, clause, party or schedule is a reference to a part and clause of, and a party and schedule to, this Master Note and a reference to this Master Note includes any schedule;

(h)a reference to:

(1)a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it;

(2)a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;

(3)the Regulations includes all amendments to the Regulations;

(i)a reference to a document includes all amendments or supplements to, or replacements or novations of, that document;

(j)a reference to a party to a document includes that party’s successors and permitted assigns;

(k)where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the succeeding Business Day;

(l)no provision of this Master Note will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this Master Note or that provision;

(m)a covenant or agreement on the part of two or more persons binds them jointly and severally;

7

(n)a reference to an agreement other than this Master Note includes an undertaking, deed, agreement or legally enforceable arrangement or understanding whether or not in writing;

(o)a reference to an asset includes all property of any nature, including, but not limited to, a business, and all rights, revenues and benefits.

2Notes

2.1MTNs

The obligations of the Issuer with respect to each MTN are constituted by, and are as set out in:

(a)this Master Note, including the General Conditions; and

(b)the Pricing Supplement applicable to the MTN.

2.2Ownership

(a)The person whose name is registered as the Holder of a MTN in the Register will be, and will be treated by the Issuer and the Registrar as, the absolute owner of the MTN.

(b)Neither the Issuer nor the Registrar is bound by or compelled in any way to recognise (whether or not it has notice of the interest or right concerned) any legal, equitable, contingent, future or partial interest in any MTN or (except as otherwise required by law) any other right in respect of a MTN except an absolute right of ownership in the person who is registered as the Holder of the MTN.

(c)Ownership of a MTN may be transferred by the Holder of the MTN to any person in accordance with the Conditions.

(d)Nothing in this Master Note prohibits any dealing in any interest in a MTN which is entered in the Austraclear System in accordance with the Regulations, but neither the Issuer nor the Registrar shall recognise any such dealing or interest and any such dealing must be in accordance with the Regulations.

2.3Principal Amount

(a)The Principal Amount of each MTN on issue shall be for a Principal Amount of not less than $1,000,000 and being an integral multiple of $100,000 provided that the Principal Amount must be such that the consideration payable to the Issuer by the relevant Holder is not less than $1,000,000.

(b)A person shall only be registered as the Holder in the Register for a MTN having a Principal Amount of not less than $1,000,000 and an integral multiple of $100,000.

8

2.4Acknowledgment of undertaking to pay

The Issuer unconditionally and irrevocably:

(a)acknowledges for the benefit of each Holder that it is indebted to that Holder in respect of each MTN of which the Holder is the Holder; and

(b)undertakes and promises, for the benefit of each Holder, to pay to the Holder all principal, interest and other amounts owing, and to perform all of its other obligations, to the Holder in respect of each MTN of which the Holder is the Holder in accordance with the Conditions.

2.5Substitution of Issuer

(a)The Issuer may substitute any Related Corporation (Substitute Issuer) of the Issuer as the Issuer under the Master Note and any outstanding MTNs, subject to and in accordance with this clause 2.5.

(b)Any substitution of a Related Corporation of the Issuer as Issuer under this Master Note and any MTN is conditional upon:

(1)the Substitute Issuer being a solvent corporation incorporated and carrying on business through a permanent establishment in Australia;

(2)the Substituted Issuer executing a deed poll in favour of all Holders from time to time by which it is bound (for the benefit of each Holder from time to time) to perform the obligations of the Issuer under this Master Note and each MTN;

(3)the Guarantor executing a deed poll in favour of all Holders (and each other “Benefited Party” under the Deed of Guarantee and Negative Pledge) from time to time by which it is bound (for the benefit of each Holder (and each other “Benefited Party” under the Deed of Guarantee and Negative Pledge) from time to time) to perform its obligations under the Deed of Guarantee and Negative Pledge as if references in the Deed of Guarantee and Negative Pledge to the Issuer were references to the Substitute Issuer;

(4)the Issuer delivering to the Registrar for safe keeping on behalf of the Holders, the documents referred to in clauses 2.5(b)(2) and (3) together with legal opinions from reputable legal practitioners in the jurisdiction of incorporation of the Substitute Issuer and the Guarantor in a form and substance consistent with the opinions rendered on or about the date of this deed under the Dealer Agreement and stating that those documents constitute legal, valid and binding obligations of the Substitute Issuer and Guarantor respectively; and

(5)the Issuer giving notice to each Holder of the substitution of the Substitute Issuer as Issuer under this Master Note and the outstanding MTNs, setting out the name and address of the Substitute Issuer and stating that the documents referred to in clauses 2.5(b)(2), (3) and (4) are available for inspection at the office of the Registrar.

9

(c)Upon satisfaction of the conditions referred to in clause 2.5(b):

(1)the Substitute Issuer is substituted for the Issuer under this Master Note and any MTNs then outstanding;

(2)all references in this Master Note and the Conditions to the Issuer shall be construed as references to the Substitute Issuer; and

(3)the Issuer shall be released from all obligations under this Master Note and the MTNs with effect from the date upon which all of the conditions in clause 2.5(b) have been satisfied.

3Issue of MTNs

3.1Issue of MTNs

(a)The Issuer may at any time issue MTNs subject to the Conditions upon the terms and conditions of this Master Note, the Dealer Agreement and the Registry Services Deed.

(b)The Issuer may issue a MTN by giving notice to the Registrar specifying in respect of the MTN:

(1)the name and address of the subscriber for the MTN, and such other information relating to the subscriber as the Registrar may reasonably require for the purpose of recording the subscriber as the initial Holder of the MTN;

(2)the Issue Date;

(3)the Maturity Date and any other Redemption Dates;

(4)the Principal Amount;

(5)the Redemption Amount or Redemption Amounts;

(6)the Interest Rate, Interest Commencement Date and each Interest Payment Date (if any);

(7)any other Conditions set out in the Pricing Supplement; and

(8)such other information that may be reasonably required by the Registrar at any time or by any applicable law,

and procuring that the Registrar enters those details on the Register and registers the subscriber as the initial Holder of the MTN.

(c)Without limiting clause 3.1(b), the Issuer must provide the Registrar with copies of the Information Memorandum and any Pricing Supplement applicable to the MTN.

(d)Each MTN is issued upon and subject to the Conditions applicable to the MTN and this Master Note and the Conditions are binding on the Issuer and the Holders.

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3.2Term of MTNs

A MTN shall be for a term of not less than 365 days and otherwise for a term as may be agreed between the Issuer, the Arranger and the Dealers and set out in the Pricing Supplement but in any event never greater than 7 years.

4Rights and obligations of Holders

4.1Rights and obligations of Holders

(a)Upon the issue of any MTNs by the Registrar recording the details of the MTNs in the Register, the Holder shall be entitled to the payment of all principal, interest and other amounts payable, and shall have the benefit of this Master Note and the Conditions, with respect to the MTNs.

(b)Each Holder may enforce its rights under this Master Note and the MTNs independently from any other Holder.

4.2Deed poll

This Master Note is a deed poll and each Holder:

(a)is bound by and entitled to the benefit of this Master Note; and

(b)has the benefit of, and is entitled to enforce, this Master Note even though it is not a party to, or may not be in existence at the date of, this Master Note.

5Register

5.1Register

The Issuer must ensure that the Registrar:

(a)establishes and maintains the Register and other facilities in such Australian cities as the Issuer and the Registrar may agree or, failing which, Canberra;

(b)enters or causes to be entered in the Register:

(1)the information referred to in clause 3.1;

(2)the details of the Holder, including if applicable, the tax file number of the Holder or the basis of any exemption to record the tax file number;

(3)the date on which any person becomes a Holder or ceases to be the Holder;

(4)the payment instructions as notified by the Holder at any time;

(5)the date on which any MTN is redeemed or purchased and cancelled;

(6)the details of the persons authorised to execute transfers on behalf of the Holder; and

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(c)complies with the obligations to be performed by the Registrar under the Registry Services Deed.

5.2Registrar

If the appointment of the Registrar and the Registry Services Deed is terminated at any time for any reason the Issuer must appoint a new registrar as the Registrar as soon as is reasonably practical and shall ensure that the new registrar performs the same or substantially the same obligations required to be performed by the Registrar under the Registry Services Deed and upon the appointment of the new registrar all references to “Registrar” in this Master Note shall be deemed to be references to the new registrar.

5.3Certified extracts

The Issuer must on request by a Holder ensure that the Registrar provides to the Holder, at the Holder’s expense, a certified extract of the particulars registered in the Register in relation to the Holder and the MTNs held by the Holder provided that the certified extract is prima facie evidence of the particulars at that time only and is subject to clause 5.4.

5.4Register is paramount

The information entered on the Register by the Registrar in accordance with the Registry Services Deed is, in the absence of manifest error and subject to clause 2.2, conclusive evidence as to the statements it contains.

5.5Closure of Register

No transfer of a MTN will be registered and the Register shall be closed with respect to a Series for the purpose of determining entitlements to payment as provided for in the Registry Services Deed.

6General

6.1Notices

(a)Any notice or other communication including, but not limited to, any request, demand, consent or approval, to the Issuer under this Master Note and the MTNs:

12

(1)must be sent in addition to any other method by facsimile, be in legible writing and in English addressed to the Issuer as follows:

(A)telephone notices should be directed as follows:

Attention:Ecolab Inc., Manager, Corporate Finance

Telephone:0011 1 612 293 2468;

(B)facsimile and other notice should be directed as follows:

Attention:Ecolab Inc., Manager, Corporate Finance
N/6 Ecolab Centre
370 North Wabasha Street
Saint Paul Minnesota 55102 USA

Facsimile:0011 1 612 293 2379

with a copy to:

Attention:Ecolab Pty Limited, Finance Director
6 Hudson Avenue
Castle Hill NSW 2154

Facsimile:(02) 9899 3105,

or as the Issuer may notify the Holders in accordance with the Conditions;

(2)is regarded as being given by the sender and received by the addressee:

(A)if by delivery in person, when delivered to the addressee;

(B)if by post, 3 business days (or 5 business days if to another country) from and including the date of postage; or

(3)if by facsimile transmission, is regarded as having been received on production of a facsimile transmission report from the machine from which the facsimile was sent confirming that the facsimile has been sent in its entirety to the facsimile number of the intended recipient.

6.2Governing law and jurisdiction

(a)This Master Note is governed by the laws of the Australian Capital Territory.

(b)The Issuer irrevocably submits to the non-exclusive jurisdiction of the courts of the Australian Capital Territory.

(c)The Issuer irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

(d)The Issuer irrevocably waives any immunity in respect of its obligations under this Master Note that it may acquire from the jurisdiction of any court or any legal process for any reason including, but not limited to, the service of notice, attachment prior to judgment, attachment in aid of execution or execution.

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6.3Attorneys

The attorney executing this Master Note states that the attorney has no notice of the revocation of the power of attorney appointing that attorney.

14

Schedule 1 - General Conditions of the MTNs

The following sets out the General Conditions of the MTNs which, as supplemented or varied in accordance with the terms and conditions set out in this Master Note and the Pricing Supplement issued in connection with a Series of MTNs, will apply to that Series of MTNs.

The MTNs are part of a medium term note and promissory note programme of Ecolab Finance Pty Limited (Issuer) and where the ultimate beneficial owner thereof is an Australian Tax Resident (as defined herein) are guaranteed by Ecolab Inc. (Guarantor) pursuant to a deed poll dated 10 July 1998 (referred to as the Deed of Guarantee and Negative Pledge).

The MTNs are constituted by this Master Note (Master Note) dated 10 July 1998 executed by the Issuer.  The MTNs are issued with the benefit of the Master Note (including the General Conditions and the terms and conditions set out in the Pricing Supplement applicable to the MTNs), the Deed of Guarantee and Negative Pledge and the Registry Services Deed. These General Conditions are subject to the Master Note and the Registry Services Deed.  Copies of the Master Note (including the General Conditions), any Pricing Supplements applicable to the MTNs, the Deed of Guarantee and Negative Pledge and the Registry Services Deed are available for inspection at the specified office for the time being of the Issuer and the Registrar.  The Holders of any MTNs are entitled to the benefit of, are bound by and are deemed to have notice of, all of the provisions contained in the Master Note (including these General Conditions), the terms and conditions set out in the Pricing Supplement applicable to the MTNs, the Deed of Guarantee and Negative Pledge and the Registry Services Deed.

1Definitions

1.1Definitions

In these General Conditions:

Austraclear MTN means any MTN registered in the name of Austraclear;

Australian Tax Resident means a person who is:

(a)either:

(1)a resident of Australia (within the meaning of the Income Tax Assessment Act 1936 (Cth)); or

(2)a non-resident of Australia carrying on business in Australia through a permanent establishment in Australia (within the meaning of those terms in the Income Tax Assessment Act 1936(Cth));

and

15

(b)obliged to include interest received on the Commercial Paper or MTN (as applicable) in its assessable income as a resident of Australia or by reason of carrying on business in Australia through a permanent establishment in Australia for the purposes of the Income Tax Assessment Act 1936 (Cth) or any other legislation introduced in connection with the taxation laws improvement program in Australia;

Debt means (but without duplication of any item):

(a)indebtedness for borrowed money;

(b)obligations evidenced by bonds, debentures, notes or other similar instruments;

(c)obligations to pay the deferred purchase price of property or services, excluding trade obligations and other accounts payable arising in the ordinary course of business with a payment term of not more than 120 days;

(d)obligations as lessee under leases which shall have been or should be, in accordance with generally accepted accounting practices in the jurisdiction of incorporation of the relevant company, recorded as capital or finance leases;

(e)obligations to indemnify or reimburse any acceptor or endorser of bills of exchange drawn by the Guarantor or any Subsidiary, or any provider of guarantees, letters of credit or similar instruments in respect of obligations or at the request of the Guarantor or any Subsidiary;

(f)obligations under or in respect of direct or indirect guarantees in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of indebtedness or obligations of others of the kinds referred to in paragraphs (a), (b), (c) (d) and (e) above; and

(g)liabilities in respect of unfunded vested benefits under plans covered by Title IV of the Employment Retirement Income Security Act of 1974 of the United States of America, as amended from time to time.

“Debt” shall not include contingent obligations for liabilities of any Joint Venture Entity imposed solely as a matter of law by virtue of ownership of equity interests in such Joint Venture Entity;

Event of Default means any event specified in General Condition 9;

Extraordinary Resolution has the meaning as defined in schedule 2 of the Master Note;

Governmental Agency means:

(a)any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity;

(b)any self-regulatory entity established under any law or regulation or any stock or other securities exchange;

Interest Amount has the meaning as defined in General Condition 4.5(a);

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Interest Commencement Date means, in relation to a MTN which bears an Interest Rate, the date from and including which the MTN bears interest as specified in the applicable Pricing Supplement and recorded or to be recorded on the Register;

Joint Venture Entities means the Joint Venture Entities and their subsidiaries collectively, from time to time established in accordance with the terms of the Amended and Restated Umbrella Agreement dated as of 26 June 1991 between the Guarantor and Henkel Kommanditgesellschaft auf Aktien;

Non-Austraclear MTN means any MTN other than an Austraclear MTN;

Outstanding means, in respect of a MTN, a MTN which has not been redeemed, repurchased, cancelled or otherwise satisfied in full by the Issuer;

Tax means:

(a)any tax, levy, charge, impost, duty, fee, deduction, compulsory loan or withholding; or

(b)any income, stamp or transaction duty, tax or charge,

which is assessed, levied, imposed or collected by any Governmental Agency and includes, but is not limited to, any interest, fine, penalty, charge, fee or other amount imposed on or in respect of any of the above;

Tax Act means the Income Tax Assessment Act 1936 (Cth).

1.2Master Note

Any term defined in the Master Note shall, unless otherwise defined in these General Conditions, have the same meaning when used in these General Conditions.

2Form, denomination and title

2.1Form and denomination

The MTNs shall be in registered form in a minimum denomination of $1,000,000 and integral multiples of $100,000 provided that the Principal Amount must be such amount that the consideration payable to the Issuer by the initial Holder is not less than $1,000,000.

2.2Ownership

(a)The person whose name is registered in the Register as the holder or owner of any MTN shall to the fullest extent permitted by law be treated at all times, by all persons and for all purposes, as the absolute owner of the MTN.  The Register shall constitute sufficient and conclusive evidence of absolute ownership of a MTN by the Holder.

(b)The Issuer and the Registrar are not bound by or compelled in any way to recognise (whether or not they have notice of the interest or right concerned and whether or not recorded in the Register or otherwise) any actual, contingent, future or partial interest in any MTN or (except as

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otherwise provided by law) any other right in respect of a MTN except an absolute right of ownership in the Holder.

(c)Ownership of a MTN may be transferred by the Holder of the MTN to any person, but only in accordance with the Conditions.

(d)Nothing in these General Conditions prohibits any dealing in any interest in a MTN which is entered in the Austraclear System in accordance with the Regulations, but neither the Issuer nor the Registrar shall recognise any such dealing or interest and any such dealing must be in accordance with the Regulations.

2.3No Certificate

The Issuer shall not issue any certificate or other evidence of title to evidence ownership of a MTN unless the Issuer determines that any such certificate should be made available or that the Issuer is required to do so pursuant to any applicable law.

2.4Type of MTNs

Without limiting the terms upon which MTNs may be issued by the Issuer, MTNs may be issued on terms including any of the following terms:

(a)floating rate MTNs: MTNs bearing a floating rate of interest payable as specified in the Pricing Supplement applicable to the MTN;

(b)fixed rate MTNs: MTNs bearing a fixed rate of interest payable as specified in the Pricing Supplement in relation to the MTN;

(c)indexed MTNs: MTNs the redemption amount of which, or the interest to be paid on which, is to be calculated by reference to an index specified in the Pricing Supplement applicable to the MTNs;

(d)zero coupon MTNs: MTNs that do not bear interest;

(e)amortising MTNs: MTNs that are redeemed by instalments as provided for in the Pricing Supplement applicable to the MTNs; and

(f)MTNs with special conditions: MTNs bearing non-standard interest and repayment features as provided for in the Pricing Supplement applicable to the MTNs.

3Status and guarantee

3.1Status

The MTNs constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and rank equally without preference with all other unconditional, unsecured and unsubordinated obligations of the Issuer (other than obligations preferred by mandatory provisions of law) present and future, and without any preference among themselves.  Each MTN constitutes a separate debt of the Issuer to the Holder.

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3.2Guarantee

The repayment of all principal and the payment of all interest and any other amount payable, by the Issuer under a MTN of which an Australian Tax Resident is the ultimate beneficial holder is guaranteed by the Guarantor pursuant to the terms of the Deed of Guarantee and Negative Pledge.

4Interest

4.1Interest

Interest will be payable on all MTNs which bear an Interest Rate under and in accordance with these General Conditions.

4.2Accrual of Interest

Interest will accrue on a MTN from and including the Interest Commencement Date in accordance with these General Conditions.  Interest will cease to accrue on each MTN on and from the relevant Maturity Date unless payment of principal is improperly withheld or refused.  In such event, interest will continue to accrue at such rate as is applicable to the MTN as determined from time to time in accordance with this General Condition 4 (both before and after any judgment) on each MTN from the date of such withholding or refusal up to and including the date on which payment in full of the principal is paid to the Holder.

4.3Interest Payment Date

Interest shall be payable by the Issuer on each Interest Payment Date for a MTN.

4.4Interest Rate

Interest will accrue on a MTN at the Interest Rate applicable to the MTN.

4.5Interest Amount

(a)The Registrar will, as soon as is practicable, calculate the amount (Interest Amount) of interest payable for each Interest Period in respect of each MTN using the Interest Rate as set out in the relevant Pricing Supplement and, if applicable, as determined or varied by the Arranger in accordance with the Pricing Supplement.  The Interest Amount shall be calculated by applying the Interest Rate to the Principal Amount of each MTN, multiplying such sum by the actual number of days to elapse in the Interest Period concerned divided by 365 and then, if necessary, rounding up the resultant figure to four decimal places.

(b)The Registrar will promptly notify the Issuer of the Interest Rate and Interest Amount of a MTN for the relevant Interest Period.

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4.6Notification of Interest Rate and Interest Amount

(a)The Registrar will, if requested by a Holder, notify the Holder of the Interest Rate, the Interest Amount and the relevant Interest Payment Date of the Holder’s MTNs as at the time of the request.

(b)All notifications, determinations, certificates, calculations, quotations and opinions given, made or obtained for the purposes of the provision of this General Condition 4 by the Registrar shall, in the absence of wilful default, bad faith or manifest error, be binding on the Issuer, the Registrar and the Holders.

5Redemption and Purchase

5.1Redemption

Unless previously redeemed or purchased and cancelled in accordance with the Conditions, the Issuer will redeem, and pay the Redemption Amount in respect of each MTN on the Maturity Date of the MTN.

5.2Purchase

The Issuer may at any time purchase any MTNs in any manner at any price.  MTNs purchased by or for the account of the Issuer may be cancelled or resold at the option of the Issuer.

5.3Cancellation

All MTNs redeemed by the Issuer, or which are repurchased by the Issuer and which the Issuer elects to cancel, shall be cancelled forthwith and may not be reissued or resold.

6Payments

6.1Payments

(a)All payments under a MTN will be made:

(1)in Dollars;

(2)in respect of Austraclear MTNs, in accordance with the Regulations;

(3)in respect of Non-Austraclear MTNs:

(A)to an account or an address in Australia designated by the Holder to the Registrar not less than 7 days before the relevant payment date;

(B)by cheque drawn on a bank in Australia or, in the case of payments to be credited to an account designated by the Holder, by the Registrar or the Issuer making or giving irrevocable instructions to the relevant person to effect a

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transfer of the relevant funds to such account in immediately available funds; and

(4)without any set-off, counterclaim or condition.

(b)Any:

(1)payment by cheque sent by the Registrar or the Issuer on or before the due date for payment is deemed to have been received by the relevant Holder on the due date even if the Holder does not actually receive the cheque on that date;

(2)electronic transfer will for all purposes be taken to be made to the relevant Holder:

(A)in respect of Austraclear MTNs, on the same day the Issuer takes, or arranges for there to be taken, such action as may be required by Austraclear for the purposes of facilitating the payment, including authorising Austraclear to debit any nominated account of the Issuer or its agent with Austraclear in accordance with the Regulations; or

(B)in respect of Non-Austraclear MTNs, on the same day the Registrar or the Issuer gives irrevocable instructions for the making of the relevant payment by electronic transfer to the account of the Holder.

(c)Subject to any specific Condition set out in the relevant Pricing Supplement, if the due date for payment of any amount under a MTN is not a Business Day or, if the payment is to be made to an account, a day on which banks are not open for business in the city in which the account is located, the Holder shall not be entitled to payment of the amount due until the next following Business Day or a day on which banks in such city are open for business as the case may be, and is not entitled to any further interest or other payment in respect of any such delay.

6.2Fiscal laws

The provisions of this General Condition 6 are subject to any applicable fiscal or other laws (including laws and regulations relating to a Holder electing not to provide a tax file number), but without prejudice to the provisions of General Condition 7.

6.3Payment to Registrar or Austraclear

(a)The Issuer will pay all amounts due under:

(1)an Austraclear MTN to Austraclear or as required by Austraclear in accordance with the Regulations;

(2)a Non-Austraclear MTN to such account of the Registrar as the Registrar and the Issuer agree, or failing agreement, an account of the Registrar in Canberra.

(b)Any payment to the Registrar by the Issuer for the account of any Holder will be held on trust for the Holder.

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6.4Release

Any payment made by or on behalf of the Issuer in accordance with this General Condition 6 to or as required by Austraclear or to the Registrar for the account of the Holder shall, at the time such payment is made for all purposes, constitute an absolute and unconditional release and discharge of the Issuer to the extent of such payment of all obligations and indebtedness in respect of the MTN in relation to which payment was made and the Issuer shall have no obligation to see to the application of that amount by Austraclear or the Registrar or to verify the entitlement of any person to whom Austraclear requires the Issuer to make or arrange payment.

7Taxation

7.1Payments in gross

All payments of principal, interest and other amounts in respect of the MTNs must be made without any deduction or withholding for, or on account of, any present or future Tax or for any other reason imposed or levied by or on behalf of any Governmental Agency unless the withholding or deduction is required by applicable law.

7.2Interest withholding tax

Interest withholding tax will be deducted from any payment of interest or amounts in the nature of interest in respect of the MTNs to non-residents of the Commonwealth of Australia not carrying on business in the Commonwealth of Australia at or through a permanent establishment and to residents of the Commonwealth of Australia carrying on business at or through a permanent establishment outside the Commonwealth of Australia in accordance with the Tax Act unless a certificate pursuant to section 221YM of the Tax Act is produced to the Registrar not later than the close of business 5 Business Days immediately preceding the relevant Interest Payment Date or Maturity Date, as the case may be.

7.3Tax file number

All payments of interest under the MTNs will be subject to Tax at the rate required by the Tax Act unless the Registrar receives from the Holder its tax file number or evidence of any exemption the Holder may have to provide a tax file number not later than the close of business 5 Business Days prior to the relevant Interest Payment Date.

8Prescription

8.1Prescription

Any claim against the Issuer for payment under the MTNs will become void unless made within a period of 3 years of the due date for payment or the date, if later, on which payment is fully provided for by the Issuer.

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9Events of Default

9.1Events of Default

It is an Event of Default, whether or not it is within the control of the Issuer or the Guarantor, if:

(a)failure to pay: any amount of principal due on any MTN is not paid in accordance with the conditions applicable to the MTN when due or any interest due on any MTN is not paid, in either case, within 5 Business Days after the due date, provided that any failure to pay shall be disregarded where:

(1)the failure results solely from technical or administrative difficulties relating to the banking system used for the transfer of the relevant amounts to the account of Austraclear or the Registrar (as applicable); and

(2)the failure is remedied within 1 Business Day after the difficulties referred to in clause 9.1(a) cease to subsist;

(b)other failure:  the Issuer or the Guarantor fails to perform or observe any other undertaking, obligation or agreement expressed in the Conditions or the Deed of Guarantee and Negative Pledge, as applicable, and the Issuer or Guarantor (as the case may be) does not remedy the failure within 30 days after written notice shall have been given by a Holder to the Issuer requiring the same to be remedied;

(c)cross default:  any present or future, or actual, prospective or contingent, debt or other monetary liability in respect of any Debt or Debts of the Issuer or Guarantor being for an amount (in aggregate, if applicable) not less than US$20,000,000 (or its equivalent in any other currency):

(1)is or becomes due and payable before the due date for payment as a result of the default by the Issuer or Guarantor (as applicable); or

(2)is not paid when due or upon or before the expiration of any period of grace during which the relevant creditor is precluded from taking any action against the Issuer or Guarantor in respect of such non-payment;

(d)receiver:  a receiver, receiver and manager, trustee, court appointed receiver, administrator or other controller (as that term is defined in the Corporations Law) is appointed over any of the assets or undertaking of the Issuer or the Guarantor and, in the case of a receiver or receiver and manager the appointment is not terminated within 60 days of appointment;

(e)insolvency:  the Issuer or the Guarantor is or becomes unable to pay its debts when they are due or is or becomes unable to pay its debts within the meaning of the Corporations Law or is presumed to be insolvent under the Corporations Law or any other applicable legislation;

(f)arrangements:  the Issuer or the Guarantor enters into any arrangements, composition or compromise with, or assignment for the benefit of, its

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creditors or any class of them or it proposes a reorganisation, moratorium or other administration involving any of them;

(g)winding up:  an order is made for the winding-up or dissolution of the Issuer or the Guarantor or a resolution is passed for the winding-up or dissolution of the Issuer or the Guarantor otherwise than for the purpose of an amalgamation or reconstruction whilst solvent;

(h)execution:  a judgment is obtained against it or the Guarantor in an amount of US$20,000,000 and is not set aside, satisfied or stayed pending appeal within 30 days or any distress, execution, attachment or other legal process in an amount exceeding US$20,000,000 is issued against, levied or enforced upon any of its assets, and is not stayed, set aside or satisfied within 30 days;

(i)warranties:  any representation or warranty by the Issuer or Guarantor in the Conditions applicable to any MTNs or in the Deed of Guarantee and Negative Pledge is untrue or inaccurate in a material respect when made or regarded as made, and such occurrence has a material adverse affect on the ability of the Issuer or Guarantor to meet its obligations to any Holder.

9.2Repayment in Event of Default

(a)Upon or at any time after the occurrence and continuance of an Event of Default described in clause 9.1(a), (d), (e), (f) or (g) a Holder may by written notice to the Issuer effective upon receipt by the Issuer, declare each MTN held by and the Redemption Amount payable to the Holder to be due and payable on the date of receipt of such notice by the Issuer unless prior to such receipt all such Events of Default in respect of the MTNs then outstanding shall have been remedied.  If any MTN becomes so due and payable it continues to bear interest in accordance with the Conditions until it is redeemed and the MTN shall be redeemed by the Issuer at the Redemption Amount together with accrued interest and all other moneys payable to the Holder in respect of the MTN.

(b)Upon or at any time after the occurrence and continuance of an Event of Default described in clause 9.1(b), (c), (h) or (i) the Holders of any series of MTNs may by a resolution passed at a meeting of Holders of MTNs of that series held in accordance with the provisions of schedule 2 of the Master Note declare that each MTN in the relevant series and the Redemption Amount payable on such MTNs to be due and payable on the date of the passing of such resolution unless prior to such resolution all Events of Default in respect of the MTNs then outstanding have been remedied.  If any MTN becomes so due and payable it continues to bear interest in accordance with the Conditions until it is redeemed and the MTN shall be redeemed by the Issuer at the Redemption Amount together with accrued interest and all other moneys payable to the Holders in respect of the MTN.

9.3Repayment upon Illegality

If the performance by the Issuer or Guarantor of their respective obligations under or in respect of the Master Note, Registry Services Deed, Deed or Guarantee and

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Negative Pledge, or any outstanding MTNs is or becomes illegal in any relevant jurisdiction for any reason:

(a)the Issuer must, and must procure that the Registrar and Guarantor, do all things necessary to overcome such illegalities; and

(b)if such illegality cannot be overcome, the Issuer must redeem all affected outstanding MTNs for their fair market value as at the date of redemption (as determined by the Arranger having regard to the market yield on the MTNs prior to the Master Note,  Registry Services Deed, Deed of Guarantee and Negative Pledge or MTNs, as applicable, being affected by such illegality).

10Transfers

10.1Transfers

The MTNs are transferable without the consent of the Issuer and the Registrar.

10.2Transfer and Acceptance Forms

(a)A MTN is transferable by duly completed and (if applicable) stamped Transfer and Acceptance Form, but, subject to the Conditions, this does not prohibit dealing in accordance with the Regulations.

(b)Unless a contrary intention is expressed in a Transfer and Acceptance Form, all agreements relating to the transfer of a MTN are governed by the laws of the Australian Capital Territory.

(c)The Issuer is not liable for any stamp duty payable in connection with any Transfer and Acceptance Form or transfer of any MTN.

10.3Registration requirements of transfer

Every Transfer and Acceptance Form in respect of MTNs must be:

(a)signed by the transferor and the transferee;

(b)delivered to the office of the Registrar for registration;

(c)accompanied by such evidence as the Registrar may reasonably require to prove the title of the transferor or the transferor’s right to transfer those MTNs; and

(d)duly stamped, if necessary.

10.4Registration of transfers

(a)Subject to this General Condition 10, the Registrar must register a transfer of MTNs made in accordance with the Conditions.  Upon entry of the name, address and all other required details of the transferee in the Register, the Issuer must recognise the transferee as the Holder entitled to the MTNs the subject of the transfer.

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(b)Notwithstanding General Condition 10.2(a), entry of such details in the Register constitutes conclusive proof of ownership by that transferee of those MTNs.  The transferor remains the owner of the MTNs until the required details of the transferee are entered in the Register in respect of those MTNs.

10.5Transfers to be excluded offers

Without limiting General Condition 2.1, MTNs may only be transferred in an aggregate minimum Principal Amount of $1,000,000 and in a manner which constitutes an excluded offer or excluded invitation within the meaning given to those expressions in the Corporations Law.

10.6No fee

No fee or other charge is payable to the Issuer or the Registrar in respect of the transfer or registration of any MTN.

10.7Registration of transfer

Subject to General Condition 10.8, the Registrar must register the transfer of a MTN made in accordance with the Conditions whether or not the Transfer and Acceptance Form to which the transfer relates has been marked by the Registrar.

10.8Marking of transfer

The Registrar may mark any Transfer and Acceptance Form in its customary manner.  Such marking prohibits a dealing with the relevant MTNs as specified in the marking notation for a period from the date of marking to the earlier of:

(a)42 days from the date of the marking;

(b)the date the Registrar cancels the marking notation on the Transfer and Acceptance Form; and

(c)the date the Registrar receives notification of the execution of the marked Transfer and Acceptance Form by the transferee.

10.9Destruction

Any Transfer and Acceptance Form may, with the prior written approval of the Issuer, be destroyed by the Registrar after the entry in the Register of the particulars set out in the form.  On receipt of such approval, the Registrar must destroy the Transfer and Acceptance Form as soon as reasonably practicable and promptly notify the Issuer in writing of its destruction.

11Meeting of Holders

11.1Meeting of Holders

Meetings of Holders may be convened to consider any matter affecting their interest in accordance with the procedures set out in schedule 2 of the Master Note

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and shall be conducted in accordance with, and have the powers specified in, schedule 2 of the Master Note.

11.2Amendment of Conditions

(a)The quorum at any meeting for passing an Extraordinary Resolution to permit the amendment of the Conditions will be persons holding or representing a clear majority in principal amount of the MTNs for the time being outstanding, or at any adjourned meeting 2 or more persons being or representing Holders whatever the principal amount of the MTNs so held or represented, except that at any meeting the business of which includes the modification of certain Conditions of the MTNs (including the date of any payment under the MTNs, the rate of interest in respect of the MTNs, the currency of payment of the MTNs and the date of redemption of the MTNs), the quorum will be 2 or more persons holding or representing not less than 66% or, at any adjourned such meeting, 25% in principal amount of the MTNs for the time being outstanding.

(b)Any Extraordinary Resolution duly passed at such a meeting shall be binding on all the Holders whether present or not and shall permit the Issuer to execute a deed supplemental to the Master Note giving effect to the modification or other amendment of the Master Note.

12Registrar

12.1Registrar

The Issuer reserves the right at any time to vary or terminate the appointment of the Registrar and to appoint a new Registrar and to approve any change in any specified office in the Commonwealth of Australia through which the Registrar acts.  Notice of any such variation, termination, appointment or change will be given to the Holders in accordance with General Condition 14.1.

13Amendments

13.1Amendments

The Master Note, the Conditions and the Registry Services Deed may be amended:

(a)without the approval of any Holder if the amendment is:

(1)to cure any ambiguity;

(2)to correct or supplement any defective or inconsistent provision;

(3)to correct a manifest error; or

(4)deemed by the Registrar to be necessary or desirable and will not adversely affect the interests of the Holders; and

(b)in any other case, with the approval by an Extraordinary Resolution of the Holders.

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14Notices

14.1Notices

(a)All notices to Holders will be validly given if forwarded by post to the Holders at their registered addresses as indicated on the Register.  Any such notice is taken to be received on the third Business Day after posting (or seventh Business Day if posted to an address outside the Commonwealth of Australia).

(b)All notices to the Issuer must be in legible writing and in English and addressed as follows:

(1)telephone notices should be directed as follows:

Attention:Ecolab Inc., Manager, Corporate Finance

Telephone:0011 1 612 293 2468;

(2)facsimile and other notice should be directed as follows:

Attention:Ecolab Inc., Manager, Corporate Finance
N/6 Ecolab Centre
370 North Wabasha Street
Saint Paul Minnesota 55102 USA

Facsimile:0011 1 612 293 2379

with a copy to:

Attention:Ecolab Pty Limited, Finance Director
6 Hudson Avenue
Castle Hill NSW 2154

Facsimile:(02) 9899 3105,

or as the Issuer may notify the Holders in accordance with the Conditions.

15Further issues

15.1Further Issues

The Issuer may from time to time without the consent of any Holder:

(a)create and issue further notes, securities or any other debt instrument or otherwise incur any other debt or monetary liability in respect of any financial accommodation; and

(b)without limiting General Condition 15.1(a). create and issue further notes securities or any other debt instruments either ranking pari passu in all respects (or in all respects save for the first payment of interest on such further notes) and so that the notes will be consolidated and form a single Series with the outstanding MTNs of any Series (including the MTNs) or upon such terms as the Issuer may at the time of issue thereof determine.

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16Governing law

16.1Governing law

The MTNs are governed by, and shall be construed in accordance with, the laws of the Australian Capital Territory.

16.2Jurisdiction

The Issuer irrevocably submits to the non-exclusive jurisdiction of the courts of the Australian Capital Territory.

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Schedule 2 - Provision for Meetings of Holders

1Any term defined in the Master Note has the same meaning when used in this schedule 2, unless otherwise defined in this schedule.  The following words have these meanings in this schedule 2 unless the contrary intention appears:

block voting instruction means a document issued by the Issuer and dated, in which:

(a) it is certified that MTNs of any tranche (not being MTNs in respect of which a voting certificate has been issued and is outstanding in respect of the meeting specified in such block voting instruction and any adjournment of that meeting) are registered in the Register in the names of specified Holders;

(b)it is certified that each Holder of those MTNs or a duly authorised agent on that person’s behalf has instructed the Issuer that the votes attributable to the MTNs of that Holder should be cast in a particular way in relation to the resolution or resolutions to be put to that meeting or any adjournment of that meeting and that all such instructions are, during the period of 48 hours prior to the time for which the meeting or adjourned meeting is convened, neither revocable nor subject to amendment;

(c)the total number and tranche number of the MTNs are listed distinguishing with regard to each such resolution between those in respect of which instructions have been given in accordance with this paragraph 1 that the votes attributable thereto should be cast in favour of the resolution and those in respect of which instructions have been so given that the vote attributable to them should be cast against the resolution; and

(d)any person named in such document (proxy) is authorised and instructed by the Issuer to cast the vote attributable to the MTNs so listed in accordance with the instructions referred to in (b) and (c) above and set out in such document.

Extraordinary Resolution means:

(a)a resolution passed at a meeting of the Holders duly convened and held in accordance with the provisions of this schedule by a majority consisting of not less than 66% of the votes cast on it; or

(b)a resolution in writing pursuant to paragraph 23 signed by Holders of outstanding MTNs having an aggregate Principal Amount of not less than 66% of the aggregate Principal Amount of all outstanding MTNs;

outstanding means, in relation to the MTNs, all the MTNs other than:

(a)those MTNs which have been redeemed in full in accordance with the Conditions;

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(b)those MTNs in respect of which the Redemption Date has occurred and the Redemption Amount has been paid in accordance with General Condition 5; and

(c)those MTNs which have become void or have been redeemed and cancelled;

voting certificate means a certificate issued by the Issuer and dated, in which it is stated:

(a)that on the date of the certificate MTNs (not being MTNs in respect of which a block voting instruction has been issued and is outstanding in respect of the meeting specified in such voting certificate or any adjournment of the meeting) are registered in the Register; and

(b)that the bearer of the certificate is entitled to attend and vote at that meeting or any adjournment of it in respect of the MTNs represented by that certificate.

2A Holder may by a notice in writing in the form for the time being available from the specified office of the Issuer (form of proxy) signed by the Holder or, in the case of a corporation executed under its common seal or signed on its behalf by its duly appointed attorney or a duly authorised officer of the corporation, appoint any person (also called a proxy) to attend and act on that person’s behalf in connection with any meeting or proposed meeting of the Holders.

3Voting certificates, block voting instructions and forms of proxy are valid for so long as the relevant MTNs are duly registered in the name of the Holder certified in the relevant voting certificate or block voting instruction or, in the case of a form of proxy, in the name of the appointor but not otherwise and despite any other provision of this schedule 2 and during the validity of it the holder of any such voting certificate or (as the case may be) the proxy is, for all purposes in connection with any meeting of Holders, deemed to be the Holder of the MTNs of the relevant tranche to which that voting certificate, block voting instructions or form of proxy relates.

4The Issuer at any time may, and upon a request (by notice in writing to the Issuer) by Holders holding not less than 5% of the principal amount of the MTNs then outstanding shall convene a meeting of the Holders. Whenever the Issuer is about to convene any such meeting it must promptly give notice in writing to the Holders of the proposed day, time and place of the meeting and of the nature of the business to be transacted at the meeting. Every such meeting must be held at Sydney, or such other place as the Issuer approves.

5At least 21 days’ notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the day, time and place of meeting must be given to the relevant Holders at their addresses specified in the Register. A copy of the notice must be given to the Issuer (unless the meeting is convened by the Issuer). Such notice must be given in the manner provided in the Conditions and must specify the terms of the resolutions to be proposed and must include statements to the effect that voting certificates may be obtained and proxies may be appointed until 48 hours before the time fixed for the meeting but not after that time.

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6A person (who may, but need not, be a Holder) nominated in writing by the Issuer will take the chair at every such meeting but if no such nomination is made or if at any meeting the person nominated is not present within 15 minutes after the time appointed for the holding of such meeting or is unable or unwilling to chair the meeting the relevant Holders present must choose one of the number to be chairman.

7At any such meeting any one or more persons present in person holding voting certificates or being proxies representing in the aggregate a clear majority in principal amount of the relevant MTNs for the time being outstanding form a quorum for the transaction of business and no business (other than the choosing of a chairman) may be transacted at any meeting unless the requisite quorum is present at the commencement of business provided that the quorum at any meeting a which is to be proposed an Extraordinary Resolution for the purpose of effecting any of the modifications specified in the proviso to paragraph 20 is one or more persons present holding voting certificates, or being proxies and holding or representing in the aggregate at least 66% in principal amount of the relevant tranche for the time being outstanding.

8If within half an hour from the time appointed for any such meeting a quorum is not present the meeting will, if convened on the requisition of Holders, be dissolved. In any other case it will stand adjourned for such period, not being less than 14 days nor more than 42 days and to such time and place, as the chairman appoints. At such adjourned meeting one or more persons present in person holding MTNs or voting certificates or being proxies (whatever the principal amount of the relevant MTNs so held or represented by them) form a quorum and have the power to pass any resolution and to decide upon all matters which could properly have been dealt with at the meeting from which the adjournment took place had a quorum been present at that meeting, provided that the quorum at any adjourned meeting at which is to be proposed an Extraordinary Resolution for the purpose of effecting any of the modifications specified in the proviso to paragraph 20 is one or more persons present holding voting certificates, or being proxies and holding or representing in the aggregate at least 33 1/3% in principal amount of the relevant tranche for the time being outstanding.

9The chairman may with the consent of (and must if directed by) any meeting adjourn the meeting from time to time and from place to place but no business may be transacted at any adjourned meeting except business which might validly have been transacted at the meeting from which the adjournment took place.

10At least 10 days’ notice of any meeting adjourned because of lack of a quorum must be given in the same manner as of an original meeting and such notice must state the quorum required at such adjourned meeting. Otherwise, it is not necessary to give any notice of an adjourned meeting.

11Every question submitted to a meeting will be decided in the first instance by a show of hands and in the case of equality of votes the chairman does not have a casting vote.

12At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman or the Issuer or by one or more persons holding one or more of the relevant MTNs or being proxies and holding or representing in the aggregate not less than 2% of the principal amount of the

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relevant tranche for the time being outstanding, a declaration by the chairman that a resolution has been carried or carried by a particular majority or lost or not carried by any particular majority is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

13If at any meeting a poll is so demanded, it must be taken in such manner and (subject to this paragraph 13) either at once or after such an adjournment as the chairman directs and the result of such poll is deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll does not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.

14Any poll demanded at any meeting on any question of adjournment must be taken at the meeting without adjournment.

15The Issuer (through its representatives) and its financial and legal advisers are entitled to attend and speak at any meeting of the Holders of the relevant tranche of MTNs. Otherwise, no person may attend or vote at any meeting of those Holders or to join with others in requesting the convening of such a meeting unless that person is the holder of a voting certificate or is a proxy.

16Subject to paragraph 13, at any such meeting:

(a)on a show of hands every person who is present and produces a voting certificate or is a proxy has one vote; and

(b)on a poll every person who is so present has one vote in respect of each $500,000 of the Principal Amount of MTNs which are represented by the voting certificate or in respect of which he is a proxy.

Without affecting the obligations of the proxies named in any block voting instruction or form of proxy, any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way.

17A person named in any block voting instruction or form of proxy need not be a Holder.

18Each block voting instruction and each form of proxy, together (if so required by the Issuer) with proof satisfactory to the Issuer of its due execution, must be deposited at the specified office in Australia of the Issuer not less than 24 hours before the time appointed for holding the meeting or adjourned meeting at which the proxy named in the block voting instruction or form of proxy proposes to vote, failing which the form of block voting instruction or proxy may not be treated as valid unless the chairman of the meeting decides otherwise before the meeting or adjourned meeting proceeds to business. A notarially certified copy of each block voting instruction or form of proxy and satisfactory proof of due execution (if applicable) must if required by the Issuer be produced by the proxy at the meeting or adjourned meeting but the Issuer is not obliged to investigate or be concerned with the validity of, or the authority of the proxy named in, any block voting instruction or form of proxy.

19Any vote given in accordance with the terms of a block voting instruction or form of proxy will be valid despite the previous revocation or amendment of the block

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voting instruction or form of proxy or of any of the Holders’ instructions pursuant to which it was executed, unless notice in writing of such revocation or amendment has been received from the Holder who has executed such block voting instruction or form of proxy at the specified office of the Issuer or by the chairman of the meeting, in each case not less than 24 hours before the commencement of the meeting or adjourned meeting at which the block voting instruction or form of proxy is used.

20A meeting of the Holders of the MTNs of the same tranche has, subject to the provisions contained in the Conditions of any tranche, in addition to the powers set out above, but without affecting any powers conferred on other persons by this Instrument, the following powers exercisable by Extraordinary Resolution:

(a)to sanction any proposal by the Issuer for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Holders against the Issuer whether such rights arise under those MTNs or otherwise;

(b)subject to clause 2.5 of the Master Note, to sanction the exchange or substitution for those MTNs of, or the conversion of those MTNs into, other obligations or securities of the Issuer or any other body corporate formed or to be formed;

(c)to assent to any modification of the provisions contained in the MTNs, the Conditions or this schedule 2 which is proposed by the Issuer;

(d)to waive or authorise any breach or proposed breach by the Issuer of its obligations under the Conditions;

(e)to authorise any person to concur in and execute and do all such documents, acts and things as may be necessary to carry out and give effect to any Extraordinary Resolution;

(f)to give any authority, direction or sanction which under the Conditions is required to be given by Extraordinary Resolution; and

(g)to appoint any persons (whether Holders or not) as a committee or committees to represent the interests of the Holders and to confer upon such committee or committees any powers or discretions which the Holders could themselves exercise by Extraordinary Resolution,

provided that the special quorum provisions contained in the proviso to paragraphs 7 and 8 apply in relation to any Extraordinary Resolution for the purpose of making any modification of the provisions contained in the MTNs or the Conditions which:

(1)postpones the date of maturity or redemption of any of the relevant MTNs or any date for payment of interest on the MTNs; or

(2)reduces or cancels the principal amount of the relevant MTNs or the rate of interest payable on them; or

(3)varies the currency of account or currency in which any payment in respect of the relevant MTNs is to be made; or

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(4)modifies the provisions contained in this schedule 2 concerning the quorum required at any meeting of Holders or any adjournment of a meeting or concerning the majority required to pass an Extraordinary Resolution; or

(5)amends this proviso in any manner.

21An Extraordinary Resolution passed at a meeting of the Holders duly convened and held in accordance with this schedule 2 is binding on all the Holders, whether present or not present at the meeting, and each of the Holders is bound to give effect to it accordingly. The passing of any such resolution is conclusive evidence that the circumstances of such resolution justify its passing.

22Minutes of all resolutions and proceedings at every meeting must be made and duly entered in books to be from time to time provided for that purpose by the Issuer and any such minutes, if purporting to be signed by the chairman of the meeting at which such resolutions were passed or proceedings transacted or by the chairman of the next succeeding meeting of the Holders, are conclusive evidence of the matters contained in them and until the contrary is proved every such minute in respect of the proceedings of which minutes have been made and signed in that manner is deemed to have been duly convened and held and all resolutions passed or proceedings transacted at that meeting to have been duly passed and transacted.

23Notwithstanding the preceding provisions in this schedule 2, a resolution of the Holders may be passed without any meeting or previous notice being required by:

(a)in the case of an Extraordinary Resolution, a resolution in writing signed by Holders of outstanding MTNs having an aggregate Principal Amount of not less than 66% of the aggregate Principal Amount of all outstanding MTNs; and

(b)in any other case, a resolution in writing signed by Holders of outstanding MTNs having an aggregate Principal Amount greater than 50% of the aggregate Principal Amount of all outstanding MTNs.

Any such resolution shall be effective at the time that it is signed by the requisite majority of Holders.

24Notwithstanding any other provision in this schedule 2, if and whenever there are MTNs outstanding which are not identical and do not form one single tranche then those MTNs which are in all respects identical are deemed to constitute a separate tranche of MTNs and this schedule 2 has effect subject to the following:

(a)a resolution which affects one tranche only of the MTNs is deemed to have been duly passed if passed at a separate meeting of the Holders of that tranche;

(b)a resolution which affects more than one tranche of MTNs but does not give rise to a conflict of interest between the Holders of any of the tranche so affected is deemed to have been duly passed if passed at a single meeting of the Holders of all the tranche so affected:

(c)a resolution which affects more than one tranche of the MTNs and gives or may give rise to a conflict of interest between the Holders of any of the tranche so affected is deemed to be passed if passed at separate meetings of the Holders of each tranche so affected; and

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(d)to all such meetings referred to in paragraphs (a), (b) and (c) all the preceding provisions of this schedule 2 apply with the necessary modifications as though references in those provisions to MTNs and Holders were references to MTNs of the tranche in question and to the Holders of those MTNs respectively.

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Executed by the Issuer at Canberra as a deed poll:

Signed sealed and delivered for Ecolab Finance Pty Limited by its attorney in the presence of:
/s/ Rachael Lewis	/s/ Thomas Francis Meagher
Witness	Attorney
RACHAEL LEWIS	THOMAS FRANCIS MEAGHER
Solicitor, A.C.T.	SOLICITOR
Name (please print)	Name (please print)

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EX-10.A(III)E

Exhibit 10.A(iii)e

Registry Services Deed

Ecolab Finance Pty Limited

ACN 082 979 655

and

Perpetual Trustee Company Limited

ACN 000 001 007

F R E E H I L L

H O L L I N G D A L E

& P A G E

MLC Centre Martin Place Sydney New South Wales 2000 Australia

Telephone (02) 9225 5000 Int + (61 2) 9225 5000 Facsimile (02) 9322 4000 DX 361 Sydney

Reference: SMcG:36E

SYDNEY  MELBOURNE  PERTH  CANBERRA  BRISBANE  SINGAPORE  HANOI  HO CHI MINH CITY

CORRESPONDENT OFFICE IN JAKARTA

Liability is limited by the Solicitors Scheme under the Professional Standards Act 1994 (NSW)

Table of contents

Clause

1

Clause

2

Clause

3

This Registry Services Deed

is made on 10 July 1998 between the following parties:

1.Ecolab Finance Pty Limited
ACN 082 979 655
of Level 26, 50 Bridge Street, Sydney, New South Wales
(Issuer)

2.Perpetual Trustee Company Limited
ACN 000 001 007
of Level 7, 39 Hunter Street, Sydney, New South Wales
(Registrar)

Recitals

A.The Issuer intends to issue from time to time MTNs pursuant to the terms of the Dealer Agreement.

B.The Registrar has agreed to provide a registry, transfer and marking facility and other services for the MTNs on the terms of this deed.

This deed witnesses

that in consideration of, among other things, the mutual promises contained in this deed, the parties agree:

1Definitions and interpretation

1.1Definitions

In this deed, unless the context otherwise requires:

Auditor means such auditor as is nominated by the Issuer with the approval of the Registrar (such approval not to be unreasonably withheld):

Austraclear MTNs means MTNs registered in the name of Austraclear;

Certificate means a certificate in respect of a MTN issued by the Registrar under clause 3.3;

Conditions means:

(a)the General Conditions; and

(b)any other terms and conditions applicable to any MTNs to which the Registrar has agreed;

Dealer Agreement means the agreement dated on or about the date of this deed between the Issuer, Citisecurities Limited as Arranger and the Dealers referred to therein:

Distribution Statement means a statement of the names of and the amount payable to all Holders to be provided by the Registrar under Clause 5.1;

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Index Number means the figure for Sydney of the Consumer Price Index (All Groups) published from time to time by the Australian Bureau of Statistics;

Information means all written communications and other written information relating to this deed and to the MTNs including, without limitation, details of the Holders, the terms of this deed and the terms of the Master Note;

Joint Holders means two or more persons registered as the Holder of the same MTN;

Mark means a notation made by the Registrar as registrar of a Transfer to confirm that as at the date that Transfer is produced to the Registrar, the person named in the Transfer as transferor is the Holder of at least the number of MTNs comprised in the Transfer after deduction of the nominal value of all MTNs in respect of which the Registrar has marked other Transfers for that transferor which are still current markings and which have not been registered;

Master Note means the deed poll so titled dated on or about the date of this deed executed by the Issuer for the benefit of the Holders;

Non-Austraclear MTNs means MTNs other than Austraclear MTNs;

Normal Business Hours means from 9.00am to 5.00pm on a Business Day;

Officer means:

(a)in relation to the Registrar, a director, secretary or an officer whose title contains the word “manager” or “director” or a person performing the functions of any of them; and

(b)in relation to the Issuer, a director or a secretary, or a person notified to be an authorised officer, of the Issuer;

Payment Date means in respect of an MTN each Interest Payment Date and each Redemption Date;

Register means the register of Holders maintained or to be maintained under clause 2.4(a);

Registrar Account means the bank account maintained by the Registrar in such Australian city as agreed between the Registrar and the Issuer for the purpose of receipt and payment of money in respect of MTNs;

Review Date means the anniversary date of this deed and each subsequent anniversary date;

Services means the registry, paying, transfer and marking and other services to be performed by the Registrar in connection with the MTNs specified in this deed;

Standard Reports means the reports the Registrar is required to provide to the Issuer under part 8 containing the information required by schedule 1 to be contained in those reports or any other information agreed from time to time by the Registrar and the Issuer;

System means the computer based system (including, without limitation, all computers and related equipment apparatus and machines, the software, data files) resident on the Registrar’s facilities and all materials relating to that system; and

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Transfer means a transfer and acceptance form in the form available from the Registrar, and being in a form consistent with the then current market practice.

1.2Definitions Incorporated by reference

Except where the context otherwise requires, words and phrases defined in the Master Note have the same meaning in this deed.

1.3Interpretation

In this deed unless the contrary intention appears:

(a)headings and underlinings are for convenience only and do not affect the interpretation of this deed;

(b)words importing the singular include the plural and vice versa;

(c)words importing a gender include any gender;

(d)other parts of speech and grammatical forms of a word or phrase defined in this deed have a corresponding meaning;

(e)an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any Governmental Agency;

(f)a reference to a part, clause, party, annexure, exhibit or schedule is a reference to a part and clause of, and a party, annexure, exhibit and schedule to, this deed and a reference to this deed includes any annexure, exhibit and schedule;

(g)a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, re-writing, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;

(h)a reference to a document includes all amendments or supplements to, or replacements or novations of, that document;

(i)a reference to liquidation includes administration, official management, compromise, arrangement, merger, amalgamation, reconstruction, winding up, dissolution, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, bankruptcy, or a similar procedure or, where applicable, changes in the constitution of any partnership or person, or death but, when used in relation to the Registrar, only applies when any of the foregoing occur to the Registrar in its personal capacity, not in its capacity as trustee of a trust;

(j)a reference to a party to any document includes that party’s successors and permitted assigns and substitutes (including any person taking by way of novation);

(k)where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the succeeding Business Day;

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(l)a reference to an agreement other than this deed includes an undertaking, deed, agreement or legally enforceable arrangement or understanding whether or not in writing;

(m)a reference to an asset includes all property of any nature, including, but not limited to, a business, and all rights, revenues and benefits;

(n)a reference to a document includes any agreement in writing, or any certificate, notice, instrument or other document of any kind;

(o)no provision of this deed will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this deed or that provision;

(p)no act or omission of the Registrar will be regarded as being “wilful” if that act or omission:

(1)is in accordance with the directions of a court;

(2)is otherwise sanctioned by law;

(3)is in accordance with a direction given by the Issuer; or

(4)is solely attributable to a breach by a person, other than the Registrar, of a Transaction Document; and

(q)subject to clause 17.1(a)(3), the Registrar will only be considered to have knowledge, awareness or notice of a thing, or grounds to believe any thing, by virtue of the officers of the Registrar having actual knowledge, actual awareness or actual notice of that thing (and similar references will be interpreted in this way).

2Appointment, instructions and duties

2.1Appointment of Registrar

The Issuer appoints the Registrar as registrar to provide the Services in respect of the MTNs on the terms and conditions of this deed and the Conditions applicable to the MTNs, and the Registrar accepts such appointment on such terms and conditions.

2.2Instructions

If the Issuer and the Registrar agree on procedures to be adopted in connection with the Services, the Registrar must at all times use its best endeavours to comply with those instructions.

2.3Registrar

(a)The Registrar must hold:

(1)the Master Note in safe keeping until all obligations of the Issuer under the Master Note have been performed or otherwise satisfied in full or the termination of the appointment of the Registrar and the

4

appointment of a new Registrar, whichever is the earlier to occur; and

(2)all payments received by it from the Issuer or the Guarantor for the account of and (subject to this deed) on trust for the Holders until the earliest of:

(A)the date of payment of the amount to the Holder in accordance with the Conditions;

(B)the date of the termination of the appointment of the Registrar and payment of the amount by the Registrar to the new Registrar in accordance with part 16; or

(C)the date on which any claim against the Issuer for payment of the relevant amount becomes void under General Condition 8.

(b)Each Holder shall be deemed to have irrevocably authorised the Registrar to hold the Master Note on the terms of this deed.

2.4General duties

Without limitation, the Registrar must act as registrar with regard to the MTNs and carry out and provide the following duties and services:

(a)establishing, maintaining and conducting the Register and other facilities provided for in this deed or agreed between the Registrar and the Issuer in such Australian cities as the Issuer and the Registrar may agree in accordance with this deed and the Master Note;

(b)promptly entering on the Register any details required to be entered on it by part 6;

(c)keeping and maintaining up to date the Register and other records as may be required in connection with the performance of its responsibilities under this deed and the Master Note or required by the Corporations Law to be kept or maintained by the Issuer in relation to each MTN (including the details set out in schedule 3);

(d)dealing with any Transfer only in accordance with this deed and record on the Register the details required by this deed to be recorded only if the Transfer appears on its face to have been duly executed and provided that the denomination of any MTN to be transferred is not less than $1,000,000 and is an integral multiple of $100,000.  It is acknowledged and agreed that the Registrar has no obligation to investigate or verify the validity or authenticity of any signature or seal appearing on the Transfer or to confirm the authority of any person purporting to sign a Transfer on behalf of some other person;

(e)if and only if the Registrar is required by clause 3.3 to issue Certificates, issuing the Certificates and providing Certificates to Holders upon request made by notice and holding in safe custody for the relevant Holders all Certificates which have not been provided to Holders and returning to the Issuer all Certificates which have been surrendered for transfer, given up, produced or released (whether or not they are then current);

5

(f)when requested by the transferor, promptly Marking the Transfer;

(g)without limiting clause 2.5, treating the Holder of a MTN as the absolute owner of that MTN and accordingly must not, except as ordered by a court of competent jurisdiction or as required by statute, recognise (whether by entry in the Register or otherwise, and even when having notice thereof) any legal or equitable claim or interest in the MTN on the part of any other person;

(h)retaining in safe keeping not less than seven years (or such other period as the Issuer directs) all documents required by this deed to be retained by the Registrar;

(i)answering promptly all reasonable enquiries from the Issuer and the Holders;

(j)providing Standard Reports as required by part 8;

(k)supplying to the Issuer when requested by notice by the Issuer such information as may reasonably be requested by it or any auditor of the Issuer;

(l)acting in accordance with the terms and conditions of the Master Note (including the Conditions) and, without limitation, doing all things which the Conditions require the Issuer to procure the Registrar to do;

(m)promptly forwarding to the Issuer a copy of any notice or documents served upon or received by the Registrar which relate to any demand for payment by a Holder (or person claiming to be entitled to such payment) or to any actual or alleged breach or default by the Issuer of the terms and conditions of the MTNs;

(n)if requested by the Issuer or a Holder, providing to the Holder a document which sets out the details registered in the Register in relation to the Holder and the MTNs held by the Holder;

(o)notifying the Issuer with details of all complaints by a Holder regarding non-payment of principal or interest promptly, and in any event within one Business Day of receipt of such complaint;

(p)if it receives any notice from the Guarantor under the Deed of Guarantee addressed to any Holders, forwarding a copy of such notice to the Holders and if requested by any Holders to forward any notice to the Guarantor under the Deed of Guarantee, promptly forwarding such notice to the Guarantor;

(q)keep the Register open, and being available to provide the services to be provided under this deed, during Normal Business hours;

(r)maintaining the Register and all related records kept by the Registrar in electronic form or in any other form which it considers expedient or which may be required by law;

(s)providing Transfers to the Holders upon request by the Holders;

(t)subject to clause 13.2, making available for inspection by the Holders copies of this deed, the Master Note, the Information Memorandum and any Pricing Supplement;

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(u)in respect of each Payment Date, calculating the amounts payable by the Issuer to the Holders; and

(v)any other duties and services agreed between the Issuer and the Registrar or provided for in the Condition applicable to any MTNs.

2.5No notice of trust

No notice of any trust, express, implied or constructive, may (except as provided by statute or as required by order of a court of competent jurisdiction) be entered in the Register in respect of any MTN.

3Registration of MTNs

3.1Notice

Unless otherwise agreed by the Registrar, the Issuer must give the Registrar not less than 1 Business Day’s prior notice of an issue or proposed issue of MTNs.  Where the Issuer issues MTNs it must (against receipt of the Purchase Price for the MTNs) give notice containing the details set out in schedule 2 to the Registrar with respect to each MTN issued and a copy of the Pricing Supplement applicable to the MTN and (if it has not previously provided a copy to the Registrar) the Information Memorandum at or before 1.00 pm on the date of issue.

3.2Matters to be entered on Register

Where it receives a notice under clause 3.1 the Registrar must as soon as practicable on the date of issue effect the necessary registration ensuring that in respect of each MTN to be registered it records against that MTN on the Register the details set out in schedule 3 and the Pricing Supplement applicable to the MTN.

3.3Certificates

Where it receives a notice under clause 3.1 which requires it to do so or the Issuer requests it to do so at any time, the Registrar must prepare and may execute as attorney on behalf of the Issuer the relevant Certificate for the MTNs in the Series.

3.4Confirmation

The Registrar must, as soon as reasonably practicable after the completion of its duties set out in this part 3 give notice to the Issuer that it has recorded the details required on the Register.

3.5Other Services

The Registrar shall carry out and provide to the Issuer at the Issuer’s cost such other services and registration facilities as the Issuer may reasonably require in connection with the MTNs.

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4Registrar’s duties in respect of transfers

4.1Transfer forms

(a)The MTNs may be transferred by duly completed and, if applicable, stamped Transfers.

(b)Clause 4.1(a) does not prohibit, subject to the Conditions, the dealing in accordance with the Regulations in any interests in any MTNs which are entered in the Austraclear System.

4.2Consent

Subject to clause 4.3, MTNs are transferable without the consent of the Issuer or the Registrar.

4.3Pre-requisites for transfer by Transfer forms

Each Transfer must be stamped (if applicable) and:

(a)accompanied by such evidence (if any) as the Registrar may require to prove the title of the transferor or his right to transfer the MTN;

(b)lodged with the Certificate for the relevant MTN, if any, where the Certificate is not held by the Registrar; and

(c)Signed by both the transferor and the transferee.

4.4Registration of transfers

(a)Subject to this part 4, the Registrar will register a transfer of a MTN and upon entry of the name, address and all other required details of the transferee in the Register the Registrar and the Issuer will recognise the transferee as the Holder entitled to the MTN transferred to it.

(b)Entry of such details of the transferee in the Register constitutes conclusive proof of ownership by that transferee of the MTNs transferred to it.

(c)The transferor remains the owner of the relevant MTNs until the name of the transferee is entered in the Register in respect of the MTNs transferred to it.

(d)Subject to clause 4.7(b), the Registrar shall register the transfer of a MTN whether or not the Transfer giving effect to the transfer has been Marked by the Registrar.

4.5Denomination

MTNs may only be transferred in a minimum amount of $1,000,000 and in integral multiples of $100,000.

4.6Closure of Register

(a)No transfer of any MTN forming part of a Series will be registered, and the Register shall be closed, after the close of business on the 10th Business

8

Day (or such other number of days as may be agreed by the Issuer and the Registrar) prior to each:

(1)Redemption Date, Interest Payment Date (if any) and other payment date with respect to the MTNs forming part of the Series; and

(2)meeting of Holders of MTNs forming part of the Series convened in accordance with schedule 2 of the Master Note.

(b)On each date that the Register closes under clause 4.6(a), the Registrar must obtain a report from Austraclear detailing the persons whom Austraclear recognises in accordance with the Regulations as owners of interests in the Austraclear MTNs at the close of business on that date.

4.7Marking service

(a)The Registrar must provide a transfer and Marking service in respect of each Series and make that service available to Holders during Normal Business Hours at the offices of the Registrar in its customary manner.

(b)Any MTN in respect of which there is a Marked Transfer shall not be able to be dealt with for a period from the date of the Marking to the earliest of:

(1)7 days from the date of Marking;

(2)the date the Registrar receives the Marked Transfer executed by the transferor and the transferee; or

(3)the date the Registrar cancels the Marked Transfer.

4.8Retention of Transfer

Every Transfer that is registered must be retained by the Registrar in safe keeping (either in original form, by imaging or in microfilm or microfiche copy) for at least seven years and made available for inspection by or on behalf of the Issuer upon request at any time during Normal Business Hours.

4.9Taxes, fees

(a)The Registrar is not obliged to, and where so directed by the Issuer by notice must not, effect any transaction or dealing in any MTN on behalf of or for the benefit of or at the request of any Holder unless the Holder has paid or otherwise provided for Taxes and other costs or charges (whether similar to the foregoing or not) to the satisfaction of the Registrar which have or may become payable in respect of any transaction, dealing, Transfer or instrument.

(b)Without limiting part 10, no fee or other charge is payable by any person to the Registrar or the Issuer in respect of the transfer or registration of any MTN.

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5.Payments

5.1Distribution statement

(a)To enable the Issuer to make any payments of principal, interest or other amounts to the Holders with respect to any Series in accordance with the Conditions, the Registrar must provide to the Issuer in writing not later than the ninth Business Day before each Payment Date a correct and complete Distribution Statement as at the time of closure of the Register immediately prior to the Payment Date together with all other information reasonably required by the Issuer in order to make the required payments on that Payment Date including without limitation, the identity of the Holders of the MTN and the amounts to be paid to the Registrar.

(b)At the close of business 10 Business Days prior to a payment date the Registrar must close the Register for the purpose of determining the Holders entitlement, if any, to receive a payment of interest or other amount or repayment of principal in relation to a MTN.

5.2Accounts

(a)The Registrar must maintain the Registrar Account.

(b)The Issuer must provide or procure the provision of sufficient funds in the Registrar Account to cover payments under the MTNs (including upon redemption) as and when they are to be made by the Registrar in accordance with the Conditions applicable to them.

(c)The Issuer authorises the Registrar to operate on the Registrar Account and the to disburse such funds for the purpose of carrying out its obligations under this deed.

(d)No interest will be allowed or paid by the Registrar in respect of such funds.

5.3Provision of funds

The Issuer must (unless otherwise agreed) unconditionally pay or procure to be paid in Dollars in same day funds into the Registrar Account:

(a)not later than 1.00pm (Sydney time) on each Interest Payment Date an amount sufficient (together with any funds then held by the Registrar which are available for such purpose) to pay the interest due under the MTNs on that Interest Payment Date; and

(b)not later than 1.00pm (sydney time) on the Redemption Date (whether in whole or in part) for, or the date for any other payment to be made in respect of, any MTNs, an amount sufficient (together with any funds then held by the Registrar which are available for such purpose) to repay the principal, premium, accrued interest or any other amount payable with respect to the MTNs on that date.

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5.4Payments

(a)Subject to clauses 5.3 and 5.4(c), the Registrar must effect payment of the amount due to be paid on the relevant Interest Payment Date, Maturity Date, Redemption Date or other date, as the case may be, in accordance with the Conditions applicable to the relevant Austraclear MTNs or Non-Austraclear MTNs, as the case may be.

(b)Without prejudice to the obligations of the Issuer under clause 5.3 and subject to clause 5.4(c), if payment of the appropriate amount referred to in clause 5.3 is made by or on behalf of the Issuer later than the time referred to in, but otherwise in accordance with, the provisions of clause 5.3, the Registrar agrees to make or cause to be made the payments referred to in clause 5.4(a).

(c)Notwithstanding any other provision of this deed, the Master Note, the Conditions or the Dealer Agreement, the Registrar is under no obligation to make any payment under this clause 5.4 unless and until the Issuer has paid to the Registrar sufficient funds, or the Registrar holds sufficient funds previously received from the Issuer, for the Registrar to make such payment.

(d)If payment of any amount due to a Holder is made in accordance with the Conditions, that payment is a good discharge to the Issuer and the Registrar despite any notice either of them may have (whether express or otherwise) of the right, title, interest or claim of any other person to or in that money or the MTN under which the payment is made.

(e)Notwithstanding any other provision of this deed the Registrar shall be entitled not to act upon any instructions from the Issuer if and for so long as it is impossible for the Registrar to act upon those instructions due to causes beyond its control (but not occasioned by the gross negligence, wilful misconduct, fraud or breach of contract of the Registrar) including, but not limited to, civil war, insurrections, riots, fires, floods, explosions, earthquakes, acts of God or the public enemy, labour disputes and any statute, order, regulation, proclamation, ordinance, demand or requirement of any governmental agency imposed after the date of this deed.  The Registrar shall notify the Issuer as soon as possible after it has in its sole and absolute discretion determined that it is unable to act on any instructions as a result of any such impossibility and the Issuer may at any time after receipt of such a notice from the Registrar and for so long as that impossibility continues, by notice to the Registrar terminate this deed with immediate effect.  The Registrar will have no responsibility or liability whatsoever for any loss or expense suffered by the Issuer as a result of the Registrar not so acting for the period during which that impossibility continues.  Unless this deed has been terminated, the Registrar shall take all reasonable steps to avoid or remove the causes of non-performance and promptly resume performance under this deed when the causes are removed.

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5.5Void payment

If the Issuer has paid an amount to the Registrar under clause 5.3 and any claim against the Issuer for payment of that amount under the relevant MTN becomes void under General Condition 8 the Registrar ceases to hold that amount on trust for the Relevant Holder and must promptly return it to the Issuer.

5.6Withholding tax

The Registrar must on behalf of the Issuer:

(a)pay all moneys which are required to be withheld in accordance with General Conditions 6.2 and 7 of the MTNs to the Australian Taxation Office in accordance with the requirements of the Income Tax Assessment Act 1936;

(b)comply with all the filing and reporting requirements under the withholding tax and tax file number provisions of the Income Tax Assessment Act 1936 which are applicable to the Issuer with respect to the MTNs and payments made under the MTNs.

5.7Surrender of Certificates

If any Certificates have been issued in respect of any MTNs, the surrender to the Registrar on or before the Maturity Date of the relevant certificate shall be a condition of repayment of the principal of a MTN unless the Certificate is held by the Registrar.

6.Register

6.1Details to be Included

The Registrar must in relation to each Series while any MTNs of that Series remain outstanding, maintain a Register in such Australian city as the Issuer and the Registrar may agree or, failing which, Canberra in accordance with this deed which shows in respect of each MTN comprised in the Series the details specified in schedule 3 together with the following:

(a)details of all subsequent Transfers and changes of ownership of the MTN;

(b)the details of any Marking in respect of the MTN;

(c)any other information required by law or which the Issuer and Registrar agree;

(d)where a MTN is either redeemed or repurchased by the Issuer and cancelled by the Registrar, details of that redemption or repurchase and cancellation and its date; and

(e)if the Registrar is notified in writing by a Holder that the Holder’s registered address in the Register is to be altered to another address, details of that new address.

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6.2Inspection

The Registrar must make available for inspection by any Holder, that part of the Register which relates to the MTNs held by that Holder:

(a)if the MTNs are debentures (as defined in the Corporations Law) in accordance with the Corporations Law; and

(b)otherwise during Normal Business Hours in accordance with its customary practice.

6.3Joint Holder

Where two or more persons are registered or together apply to become registered as the Holder of any MTN they shall be deemed to be Joint Holders and:

(a)on the death of a Joint Holder, the survivor or survivors of the Joint Holders will be the only person or persons recognised as having title to the MTN, but the Registrar may require any evidence of death of the Joint Holder as it considers appropriate; and

(b)unless otherwise directed by the Joint Holders, the Registrar may send any notices, cheques or other communications in respect of the MTN only to the Joint Holder whose name appears first in the Register in respect of the MTN.

7Redemption and cancellation

7.1Notification of redemptions and repurchases

The Issuer must give notice to the Registrar of the redemption or (unless it is effected by presentation to the Registrar of a Transfer with the Issuer as transferee) repurchase of a MTN identifying the MTN redeemed or repurchased and, if appropriate and if the Registrar does not already hold it, accompanied by the Certificate, if any, for that MTN.

7.2Record of redemptions and repurchases

The Registrar must record in the Register from notices given under clause 7.1 the redemption or repurchase by the Issuer of any MTNs.

7.3Record of certificates cancelled

The Registrar must:

(a)keep a complete record of any Certificates issued, cancelled, replaced or destroyed by it; and

(b)give the Issuer the same access to that record as the Issuer has to the Register.

7.4Redemption

(a)The Registrar must, as soon as reasonably practicable (and, in any event, within 3 months) after the date it receives notice under clause 7.1 of

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redemption or repurchase and redemption of any MTN (including a MTN that has been purchased or repurchased but not cancelled), as the case may be, deliver to the Issuer a certificate signed by a duly authorised officer stating in writing:

(1)the aggregate principal amount of MTNs which have been redeemed, partially redeemed or repurchased and redeemed or partially redeemed; and

(2)the Redemption Date of the MTNs,

and the Issuer may accept such certificate as conclusive evidence of the redemption or repurchase and redemption as the case may be of the relevant MTNs.

(b)Any Certificate issued by the Registrar in relation to a MTN which is redeemed by the Issuer must be cancelled and destroyed by the Registrar as soon as reasonably practicable after it is received by the Registrar.

7.5Cancellation

The Registrar must, as soon as reasonably practicable (and, in any event, within 3 months) after the date of the redemption or repurchase and redemption of a MTN by the Issuer, cancel the MTN.

8Management reports and other information

8.1Management reports

The Registrar must in relation to each Series of MTNs:

(a)develop and maintain the portfolio of management reports specified in schedule 1;

(b)provide those reports to the Issuer:

(1)at the times required by schedule 1 in respect of each category of report; and

(2)in addition, whenever reasonably requested by the Issuer by notice to the Registrar.

8.2Computer records

Where the Issuer so requests by notice and the Issuer pays the reasonable production costs the Registrar must provide to the Issuer hard copy computer printouts in duplicate showing complete details of all entries recorded in the Register and copies of any reports that the Registrar is entitled to receive from Austraclear.

8.3Requested information

Where the Issuer so requests by notice and pays the reasonable costs of its provision, the Registrar must provide the Issuer with any further information with

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regard to the activities of the Registrar under this deed as the Issuer may reasonably request.

8.4Austraclear authorisation

The Issuer must provide an authorisation to Austraclear authorising the Registrar to obtain the information required by the Registrar (to the extent such information is available from Austraclear), to fulfil its obligations under this deed.

9Back-up Data

9.1General Back-Up

The Registrar must maintain full computer back-up of:

(a)all entries effected on the Register for all MTNs in each Series so as to enable continuous availability of full registry facilities;

(b)all reports generated for the Issuer under part 8.

9.2Daily Back-up Tapes

The Registrar must maintain a cycle of data back-up tapes for each of the preceding five Business Days which enables it to recover data from that cycle for at least the previous five Business Days.

9.3Weekly Back-Up Tapes

The Registrar must maintain a cycle of weekly back-up tapes for each of the preceding four weeks to enable the recovery of data from that cycle for the preceding four weeks.

9.4Year 2000

The Registrar must from time to time upon reasonable request by the Issuer (such requests not to be made more than one time in any period of 12 months) provide to the Issuer that information the Registrar believes is relevant to the Issuer when ensuring that the Registrar’s obligations under this deed will not be adversely affected by the advent or continuance of the year 2000.

10Registrar’s fees

10.1First year’s fees

The Issuer must pay in respect of the Services provided by the Registrar under this deed the fees as agreed between the Issuer and the Registrar from time to time.

10.2Annual Review

The fees to be paid by the Issuer to the Registrar under this deed must be the subject of review on each Review Date.  If the Issuer and the Registrar do not

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agree on the new level of those fees, the new fees will be the higher of the current fee and a fee calculated by multiplying the current fee by the fraction N1/B1, where B1 is the Index Number in the year immediately preceding the Review Date and N1 is the Index Number at the relevant Review Date.

11Indemnities by Issuer and Registrar

11.1Issuer’s indemnity

Subject to clause 11.4, the Issuer indemnifies and holds harmless the Registrar on demand against any losses, liabilities, costs, expenses, claims, actions or demands which the Registrar may incur directly or indirectly or which may be made against the Registrar in connection with its appointment or the exercise of the powers, discretions and authorities and performance of the duties of the Registrar under this deed (including those losses, liabilities, costs, expenses, claims, actions or demands arising because of any payment or failure to make any payment contemplated by this deed or because of reliance in good faith on telephone or facsimile instructions originating or purporting to originate from the offices of the Issuer or to be given by an Officer of the Issuer) except to the extent that any losses, liabilities, costs, expenses, claims, actions or demands result from the Registrar’s own negligence, fraud or wilful default under this deed or from the negligence, fraud or wilful default of the Registrar’s officers, employees or agents.

11.2Issuer’s control of defence

If any claim, action or demand is made against the Registrar, in respect of which indemnity may be sought from the Issuer under clause 11.1, the Registrar must promptly notify the Issuer in writing and the Issuer may assume the defence of that claim, action or demand including the employment of legal advisers to whom the Registrar must have no reasonable objection, subject to the payment by the Issuer of all expenses.

11.3Separate representation

The Registrar may employ separate legal advisers in, and defend, or participate in the defence of, any such action where the Issuer assumes responsibility under clause 11.2, but the fees and expenses of those legal advisers must be borne by the Registrar unless the Issuer has failed to assume the defence and employ legal advisers for that purpose.

11.4Limit on Issuer’s Indemnity

The Issuer is not liable to indemnify the Registrar for any settlement of any claim, action or demand made without the consent of the Issuer.

11.5Registrar’s indemnity

Subject to clause 11.8, the Registrar indemnifies and holds harmless the Issuer on demand against all losses, liabilities, costs, expenses, claims, actions or demands which the Issuer may incur directly or indirectly or which may be made against the Issuer in connection with the Registrar’s breach of its obligations under this deed or

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any negligence, wilful default or fraud of the Registrar in the performance of its duties under this deed except to the extent that any losses, liabilities, costs, expenses, claims, actions or demands result from the Issuer’s own negligence, fraud or wilful default or from the negligence, fraud or wilful default of the Issuers officer, employees or agents.

11.6Registrar’s control of defence

If any claim, action or demand is made against the Issuer, in respect of which indemnity may be sought from the Registrar under clause 11.5, the Issuer must promptly notify the Registrar in writing and the Registrar may assume the defence to that claim, action or demand including the employment of legal advisers to whom the Issuer must have no reasonable objection, subject to the payment by the Registrar of all expenses.

11.7Separate representation

The Issuer may employ separate legal advisers in, and defend, or participate in the defence of, any such action where the Registrar assumes responsibility under clause 11.6, but the fees and expenses of those legal advisers must be borne by the Issuer unless the Registrar has failed to assume the defence and employ legal advisers for that purpose.

11.8Limit on Registrar’s Indemnity

The Registrar is not liable to indemnify the Issuer for any settlement of any claim, action or demand made without the consent of the Registrar.

12Documents and Forms

12.1Issuer documents

The Issuer must deposit with the Registrar the original of the Master Note and, at the reasonable request by notice from the Registrar, give the Registrar copies of any other document required by the Registrar in connection with the performance by the Registrar of its obligations under this deed.

12.2Registrar to make available

The Registrar must make available to the Holders through its office at the reasonable request of the Holders during Normal Business Hours any documents sent to the Registrar by the Issuer under clause 12.1.

13Audit

13.1External audit

The Register and any other records held by the Registrar in respect of the MTNs must, at the Issuer’s reasonable request and at the cost of the Issuer, be subject to audit by the Auditors and the Registrar must at all reasonable times, upon

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reasonable written notice, provide such information and records to the Auditor as is reasonably required to conduct such audit.

14Confidentiality

14.1Confidentiality and non disclosure

The Registrar must maintain absolute confidentiality concerning the Information and no public announcement or communication relating to the negotiations of the parties or the Information (including without limitation the existence, subject matter or terms of this deed) may be made or authorised by or on behalf of the Registrar, without the prior written approval of the Issuer, except that it may make such disclosure in relation to this deed, and the Information it may in its discretion think necessary:

(a)to comply with its obligations under this deed;

(b)to its professional advisers, bankers, financial advisers and financiers upon those persons undertaking to keep confidential any information so disclosed; or

(c)to comply with any applicable law or the requirement of any regulatory body (including any relevant stock exchange),

and the Registrar shall notify the Issuer beforehand of such proposed disclosure, or if any prior notice is not practicable, as soon as is reasonably practicable after such disclosure.

14.2Limited use

The Registrar must not use, or permit its officers, employees and professional advisers or third parties to whom the Information is disclosed or revealed under clause 14.1 to, use the Information for any purpose other than as permitted by this deed, without the prior written consent of the Issuer.

14.3No reproduction

The Registrar must not reproduce or permit its officers, employees and professional advisers or third parties to whom the Information is disclosed or revealed pursuant to clause 14.1 to reproduce any document or part of the document comprising or forming any part of the Information without the prior written consent of the Issuer, unless that reproduction is for its own internal use, for the purposes of disclosure to any person to whom disclosure is permitted under clause 14.1 or for the purpose of properly performing its obligations under this deed.

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15Removal and resignation of Registrar

15.1Removal of Registrar

Subject to the appointment and acceptance of a successor Registrar as provided in clause 15.5, the Issuer may at any time (except in any period of 20 Business Days before any Payment Date and on that Payment Date) terminate the appointment of the Registrar by giving to the Registrar notice to that effect not less than 30 Business Days (or such lesser period as may be agreed) before the date specified in that notice as the date on which the appointment terminates.

15.2Resignation of Registrar

The Registrar may resign its appointment under this deed at any time by giving the Issuer notice to that effect not less than 30 Business Days (or such lesser period as may be agreed) before the date specified in that notice as the date on which the appointment terminates, but the notice must not expire in any period of 20 Business Days before any payment date or on a payment date.

15.3Termination

(a)If the Registrar becomes insolvent, is in the process of being wound up or goes into liquidation or the Registrar or any of its officers, advisers or agents commits or attempts to commit any fraud, wilful default or negligent act in the performance of its duties under this deed the Issuer may at any time terminate this deed by notice.

(b)If either party (“defaulting party”) fails to perform or observe any obligation or agreement expressed or implied in this deed for any reason other than as a result of the fault of the other party (“non-defaulting party”) and the defaulting party does not remedy the failure within 3 Business Days after receiving notice from the non-defaulting party, the non-defaulting party may at any time while such failure remains outstanding terminate this deed by notice.

15.4Obligations of Registrar

Upon its resignation or removal becoming effective, but subject to the Issuer paying the Registrar (except to the extent of any genuine dispute) its fees for the Services provided under this deed to the date of its resignation or removal, the Registrar must promptly deliver and transfer to the successor Registrar, the Issuer or as the Issuer may direct by notice all property belonging to the Issuer or held by the Registrar on behalf of the Issuer or the Holders including:

(a)records and information referred to in parts 3 and 6 and clause 7.2;

(b)records and information maintained by it in respect of the Master Note held and the MTNs registered by it; and

(c)a magnetic computer tape or disc current at the date of termination containing all information required to be kept by the Registrar on the Register;

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provided that such termination shall not affect any rights or liabilities arising prior to the date of termination or which arise thereafter in respect of any act or omission prior to the date of termination.

15.5Appointment of Successor Registrar

Upon a notice of resignation or removal being given or the Registrar otherwise ceasing to be the Registrar, the Issuer must appoint a successor Registrar. If no such successor can be found the Issuer must act as Registrar. The appointment of the successor Registrar shall be effective upon the expiration of the notice of resignation or removal or otherwise upon appointment and thereupon such successor Registrar shall succeed to and become vested with all the rights, powers, duties and obligations of the retiring Registrar and the retiring Registrar shall be discharged from its duties and obligations under this deed as and from such time provided that such termination shall not affect any rights or liabilities arising prior to the date of termination or which arises thereafter with respect to any act or omission occurring prior to the date of termination.

15.6Specified Offices

The Registrar may, with the consent of the Issuer, change any of its specified offices at which it provides the Services.

16Responsibility

16.1Dealings by the Registrar

The Registrar and any related body corporate of the Registrar may:

(a)subscribe for MTNs or purchase,  hold deal in or dispose with MTNs;

(b)at any time:

(1)contract with;

(2)act in any capacity as a representative or agent for;

(3)enter into any financial, banking, agency or other transaction with,

any Holder, the Issuer, any Dealer, the Guarantor or the Arranger; or

(c)be interested in any contract or transaction referred to in clause 16.1(b),

and is not liable to account to any other person for any profits or benefits (including, without limitation, bank charges, commission, exchange, brokerage and fees) derived in connection with any such contract or transaction.

16.2Issuer’s Obligation

The Registrar shall not be responsible or in any way liable for the performance by the Issuer of its obligations under any Transaction Document or for enforcement of those obligations.

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16.3Austraclear

The Registrar shall not be responsible or in any way liable for the performance by Austraclear of any of its obligations in connection with the MTNs or for the enforcement of those obligations.

17General

17.1Notices

(a)Any notice or other communication including, but not limited to, any request, demand, consent or approval, to or by a party to any Transaction Document:

(1)must be in legible writing and in English addressed as shown below:

(A)if to the Issuer:

Address:Ecolab Inc.

N/6 Ecolab Centre

370 North Wabasha Street

Saint Paul Minnesota 55102 USA

Attention:Manager, Corporate Finance

Facsimile:0011 1 612 293 2379;

with a copy to:

Address:Ecolab Pty Ltd

6 Hudson Avenue

Castle Hill NSW 2154

Attention:Finance Director

Facsimile:(02) 9899 3105;

(B)if to the Registrar;

Address:Level 3

39 Hunter Street

SYDNEY NSW 2000

Attention:Manager, Securitisation

Facsimile:9221 7870,

or as specified to the sender by any party by notice;

(2)where the sender is a company, must be signed by an Officer or under the common seal of the sender;

(3)is regarded as being given by the sender and received by the addressee:

(A)if by delivery in person, when delivered to the addressee;

(B)if by post, 3 Business Days (or 5 Business Days if addressed to another country) from and including the date of postage/on delivery to the addressee; or

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(C)if by facsimile transmission, on production of a facsimile transmission report from the machine from which the facsimile was sent confirming that the facsimile has been sent in its entirety to the facsimile number of the intended recipient,

but if the delivery or receipt is on a day which is not a Business Day or is after 4.00 pm (addressee’s time) it is regarded as received at 9.00 am on the following Business Day; and

(4)can be relied upon by the addressee and the addressee is not liable to any other person for any consequences of that reliance if the addressee believes it to be genuine, correct and authorised by the sender.

(b)In this clause 17.1, a reference to an addressee includes a reference to an addressee’s Officers, agents or employees or any person reasonably believed by the sender to be an Officer, agent or employee of the addressee.

17.2Assignment

(a)The Issuer must not transfer or assign any of its rights or obligations under this deed except to a Substitute Issuer which has been substituted as Issuer under clause 2.5 of the Master Note or with the prior consent of the Registrar.

(b)The Registrar must not transfer or assign any of its rights or obligations under this deed to any person without the prior consent of the Issuer.

17.3Governing law and jurisdiction

(a)This deed is governed by the laws of the Australian Capital Territory.

(b)The parties irrevocably submit to the exclusive jurisdiction of the courts of the Australian Capital Territory.

(c)The Issuer irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

(d)Each of the parties irrevocably waives any immunity in respect of its obligations under this deed that it may acquire from the jurisdiction of any court or any legal process for any reason including, but not limited to, the service of notice, attachment before judgment, attachment in aid of execution or execution.

17.4Prohibition and enforceability

(a)Any provision of, or the application of any provision of, any Transaction Document or any right, power or remedy which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.

(b)Any provision of, or the application of any provision of, any Transaction Document which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any

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other jurisdiction or of the remaining provisions in that or any other jurisdiction.

17.5Waivers

(a)Waiver of any right arising from a breach of any Transaction Document or of any right, power or remedy arising upon default under any Transaction Document must be in writing and signed by the party granting the waiver.

(b)A failure or delay in exercise, or partial exercise, of:

(1)a  right arising from a breach of any Transaction Document; or

(2)a right, power or remedy created or arising upon default under any Transaction Document,

does not result in or constitute a waiver of that right, power or remedy.

17.6Costs and Expenses

The Issuer shall pay or reimburse the Registrar on demand for:

(a)the reasonable costs, charges and expenses of the Registrar in connection with the negotiation, preparation, execution, stamping, registration and completion of this deed; and

(b)the reasonable costs, charges and expenses of the Registrar in connection with any consent, approval, exercise of rights, waiver, variation, release or discharge in accordance with this deed;

(c)the costs, charges and expenses of the Registrar in connection with the enforcement, or preservation of any rights under this deed (including, without limitation, any expenses incurred in retaining any independent consultant or other person to evaluate any matter of concern and its administration costs in connection with those events); and

(d)Taxes, stamp duties, registration fees and other duties and fines and penalties in respect of any of them, which may be payable or determined to be payable in connection with this deed or a payment or receipt or any other transaction contemplated by this deed.

including in each case, without limitation, legal costs and expenses on a full indemnity basis.

17.7Variation

A variation  of any term of this deed must be in writing and signed by the parties.

17.8Attorneys

Each of the attorneys executing this deed states that the attorney has no notice of the revocation of the power of attorney appointing that attorney.

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Schedule 1-Reporting Requirements

The Registrar must provide the Issuer with the following reports at the following intervals:

Type of Report	When required
Turnover Report	Monthly
Austraclear System Turnover Report	Monthly
Holders Report	Monthly
Austraclear System Holders Report	Monthly
Holders Report (for Payments) as at the close of business 10 Business Days prior to each Payment Date	No later than the ninth Business Day prior to each Payment Date.
Austraclear Holders Report (for Payments) as at the close of business 10 Business Days prior to each Payment Date	No later than the ninth Business Day prior to each Payment Date.
Holders Report (for redemption) as at the close of business 10 Business Days prior to the Maturity Date.	No later than the ninth Business Day prior to the Maturity Date.
Austraclear System Holders Report (for redemption) as at the close of business 10 Business Days prior to the Maturity Date.	No later than the ninth Business Day prior to the Maturity Date.
Large investors - volume/movement (Holders and Austraclear holders)	Monthly
The current MTNs	Monthly

The Registrar must provide the Issuer with such other reports that the Issuer and Registrar agree.

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Schedule 2 - Notice of Acceptance Details

Details of the MTNs to be provided by the Issuer are:

1the distinguishing code to be specified for the Series of which the MTNs form part (being a code which distinguishes that Series of MTNs from any other Series);

2the number of MTNs issued;

3the Issue Date;

4the principal amount and, if applicable, Redemption Amounts of each MTN;

5the rate of interest or any other amount payable;

6the Interest Payment Dates;

7the Redemption Date or Redemption Dates;

8the full names, addresses and payment instructions of those persons to be entitled to registration as a Holder of the MTN, together with details of such number of MTNs to be registered in respect of each such person;

9if provided to the Issuer, the tax file number or exemption details of the person to be entitled to registration as a Holder of the MTN;

10whether or not the Holder is entitled to repayment of principal and payment of interest in respect of the MTNs and if so, details as to the manner of payment of those monies; and

11any other details to be recorded on the Register and set out in the Pricing Supplement issued in connection with the Series.

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Schedule 3 - Register Details

The details to be recorded in the relevant Register in relation to each MTN are:

1the full name of the Holder of the MTN;

2the address of the Holder of the MTN (if not held by Austraclear);

3the tax file number or exemption details of the Holder (if provided);

4the Issue Date and any Interest Commencement Date or transfer date of the MTN;

5the Principal Amount and, if applicable, Redemption Amounts of the MTN;

6the rate of interest or any other amount payable in relation to the MTN;

7the payment dates in relation to the MTN, including the Redemption Date or Redemption Dates and any Interest Payment Date of the MTN;

8any payment instructions notified by the Holder;

9the date on which each MTN is fully or partially redeemed or cancelled; and

10any other information set out in the Pricing Supplement issued in connection with the Series or considered desirable or proper by the Issuer.

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Executed as a deed:

Signed sealed and delivered for
Ecolab Finance Pty Limited
by its attorney in the presence of:

/s/ Rachael Lewis	/s/ Thomas Francis Meagher
Witness	Attorney
RACHAEL LEWIS Solicitor, A.C.T.	THOMAS FRANCIS MEAGHER SOLICITOR
Name (Please Print)	Name (Please Print)

Signed sealed and delivered for
Perpetual Trustee Company Limited
by its attorney in the presence of :

/s/ Vanessa Bond	/s/ Timothy Castle
Witness	Attorney
VANESSA BOND	TIMOTHY CASTLE
Name (Please Print)	Name (Please Print)

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EX-10.B

Exhibit 10.B

ECOLAB MIRROR PENSION PLAN

(As Amended and Restated Effective as of January 1, 2003)

WHEREAS, Ecolab Inc. (the “Company”) has established the Ecolab Pension Plan (the “Pension Plan”), a qualified defined benefit pension plan; and

WHEREAS, Sections 401(a)(17) and 415 of the Code place certain limitations on the amount of benefits that would otherwise be made available under the Pension Plan for certain participants; and

WHEREAS, the Company previously established the Ecolab Mirror Pension Plan (the “Plan”) to provide the benefits which would otherwise have been payable to such participants under the Pension Plan except for such limitations, in consideration of services performed and to be performed by such participants for the Company and certain related corporations.

NOW, THEREFORE, pursuant to Section 1.3 of the Plan and Section 5.1 of the Ecolab Inc. Administrative Document for Non-Qualified Benefit Plans, the Company hereby amends and restates the Plan in its entirety to read as follows:

ARTICLE I

PREFACE

SECTION 1.1.Effective Date.  The effective date of this Plan restatement is January 1, 2003, provided that the effective date of Exhibit A shall be the date this restatement is executed.

SECTION 1.2.Purpose of the Plan.  The purpose of this Plan is to provide additional retirement benefits for certain management and highly compensated employees of the Company who perform management and professional functions for the Company and certain related entities.

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 herein with initial capital letters which are defined in the Administrative Document or the Pension Plan are used herein as so defined, unless otherwise 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.“Actual Pension Plan Benefit” shall mean the amount of the monthly benefit which would be or is payable to the Executive under the Pension Plan calculated on a single life annuity basis commencing at age 65.

SECTION 2.2.“Actuarial Factors” shall mean the actuarial assumptions set forth in Exhibit A which is attached to and forms a part of this Plan.

SECTION 2.3.“Code Limitations” shall mean the limitations imposed by Sections 401(a)(17) and 415 of the Code, or any successor(s) thereto, on the amount of the benefits which may be payable to or with respect to an Executive from the Pension Plan.

SECTION 2.4.“Death Beneficiary” shall mean the Beneficiary, from time to time, who is entitled to receive part or all of a pension or other benefit payable with respect to the Participant under the Pension Plan. If the Executive is married on the date of his death and has been married to such spouse throughout the one-year period ending on the date of his death, his designation of a Death Beneficiary other than, or in addition to, his spouse under the Plan shall not be effective unless such spouse has consented in writing to such designation.

SECTION 2.5.“Executive” shall mean an Employee of an Employer (1) whose Annual Compensation from the Employers exceeds the dollar limitation described in Section 401(a)(17) of the Code for a Plan Year, (2) who is a Participant in the Pension Plan, and (3) who is selected by the Administrator to participate in the Plan.

SECTION 2.6.“Mirror Savings Plan” shall mean the Ecolab Mirror Savings Plan, as such plan may be amended from time to time.

SECTION 2.7.“Mirror Pension Benefit” shall mean the retirement benefit determined under Article III.

SECTION 2.8.“Mirror Pre-Retirement Pension Benefit” shall mean the pre-retirement benefit determined under Article IV.

SECTION 2.9.“Plan” shall mean this Ecolab Mirror Pension Plan, as it may be amended from time to time.

ARTICLE III

MIRROR PENSION BENEFITS

SECTION 3.1.Amount of Mirror Pension Benefits.

(1)In General.  Each Executive whose benefits under the Pension Plan payable on or after the Effective Date are reduced due to (1) the Code Limitations, or (2) the Executive’s deferrals of compensation under the Mirror Savings Plan, shall be entitled to a Mirror Pension Benefit, which shall be determined as hereinafter provided.

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(2)Standard Mirror Pension Benefits.  The Standard Mirror Pension Benefit shall be a monthly retirement benefit calculated using the final average pay benefit formula specified in Article 4 of the Pension Plan equal to the difference between (a) and (b), where:

(a)  =            the amount of the monthly benefit payable to the Executive under the Pension Plan calculated on a single life annuity basis commencing at age 65, determined under the Pension Plan as in effect on the date of the Executive’s termination of employment with the Controlled Group but calculated as if (i) the Pension Plan did not contain the Code Limitations, and (ii) the definition of Annual Compensation under the Pension Plan included the Executive’s deferrals under the Mirror Savings Plan or its predecessor plan; and

(b)  =    the amount of the Actual Pension Plan Benefit.

(3)Cash Balance Mirror Pension Benefits.  The Administrator shall establish an “Excess Retirement Account” for each Executive who is accruing benefits under the cash balance formula described in Article 6 of the Pension Plan.  As of the end of each calendar year (or at such other time as a Contribution Credit is made to the Executive’s Retirement Account under the Pension Plan), the Administrator shall credit each Executive’s Excess Retirement Account under this Plan with an amount equal to the difference between (a) and (b) where:

(a)  =    the amount that would have been credited to the Executive’s Retirement Account under the Pension Plan if (i) the Pension Plan did not contain the Code Limitations, and (ii) the definition of Annual Compensation under the Pension Plan included the Executive’s deferrals under the Mirror Savings Plan; and

(b)  =    the amount which is actually credited to the Executive’s Retirement Account under the Pension Plan.

The Administrator shall also credit each Executive’s Excess Retirement Account with Interest Credits in accordance with the rules specified in the Pension Plan.

SECTION 3.2.Time of Payment.  An Executive’s Mirror Pension Benefit shall be paid or commence to be paid at the same time and under the same conditions as the benefits payable to the Executive under the Pension Plan. Notwithstanding the foregoing, if payment at such time is prevented due to reasons outside of the Administrator’s control, the Mirror Pension Benefits shall commence as soon as practicable after the benefits commence under the Pension Plan, and the first payment hereunder shall include any Mirror Pension Benefits not made as a result of the delay in payment.

SECTION 3.3.Form of Payment for Cash Balance Mirror Pension Benefits.  Notwithstanding any provision of the Plan to the contrary, a Cash Balance Mirror Pension Benefit calculated in accordance with Section 3.1(3) shall automatically be paid to the

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Participant in the form of a single lump sum payment in an amount equal to the balance in the Participant’s Excess Retirement Account on the date the payment is processed.

SECTION 3.4.Form of Payment for Standard Mirror Pension Benefits.

(1)In General.  The provisions of this Section 3.4 shall only apply to the payment of a Standard Mirror Pension Benefit calculated in accordance with Section 3.1(2).  The Standard Mirror Pension Benefit shall be payable in the same form and for the same duration as the benefits payable to the Executive under the Pension Plan; provided, however, that if the form of payment of the Standard Mirror Pension Benefit selected by the Participant is not a single life annuity commencing at age 65, the amount of such Benefit shall be adjusted to an amount which results in a Benefit payable which is the Actuarial Equivalent of a single life annuity commencing at age 65. An election by an Executive of a form of benefit under the Pension Plan shall be deemed to be an election by such Executive of the form of his Standard Mirror Pension Benefit.  In the absence of an election by the Executive of the form of his Standard Mirror Pension Benefit under the Pension Plan, the form of Standard Mirror Pension Benefit for an unmarried Executive shall be a single life annuity commencing at age 65, and for a married Executive shall be a joint and 50% survivor benefit which is the Actuarial Equivalent of such single life annuity.

(2)Lump Sum Election.

(a)Notwithstanding the foregoing, an Executive may elect to receive the Standard Mirror Pension Benefit or to have his Death Beneficiary receive a Standard Mirror Pre-Retirement Pension Benefit in the form of a single lump sum payment by filing a notice in writing on a form provided by the Administrator, signed by the Executive and filed with the Administrator prior to the Executive’s termination of employment with the Controlled Group because of involuntary termination, death or Disability, or at least one (1) year prior to the Executive’s voluntary retirement or termination of employment. Any such election may be changed at any time and from time to time without the consent of any existing Death Beneficiary or any other person other than, if applicable, his or her spouse, by filing a later signed written election with the Administrator; provided that any election made less than one (1) year prior to the Executive’s voluntary retirement or termination of employment shall not be valid. An Executive’s election of a lump sum payment under this Subsection shall be controlling with respect to any payment of Standard Mirror Pre-Retirement Pension Benefits to his Death Beneficiary. Notwithstanding the foregoing, an Executive shall be permitted to make an election to receive his Standard Mirror Pension Benefit in the form of a lump sum payment within the one (1) year period prior to his voluntary termination if (and only if) the amount of the Standard Mirror Pension Benefit payable to the Executive is reduced by ten percent (10%).

(b)The lump sum payment described in paragraph (a) of this Subsection shall be calculated (i) by converting the Executive’s Standard Mirror

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Pension Benefit (calculated in accordance with the provisions of Section 3.1(2)) at the time of the commencement of such Benefit into a lump sum amount of equivalent actuarial value when computed using the Actuarial Factors for this purpose, and then applying the ten percent (10%) reduction, if applicable, or (ii) by converting the Death Beneficiary’s Standard Mirror Pre-Retirement Pension Benefit (calculated in accordance with the provisions of Section 4.2(2)) at the time of the commencement of such Benefit into a lump sum amount of equivalent actuarial value when computed using the Actuarial Factors for this purpose, and then applying the ten percent (10%) reduction, if applicable.

(c)Notwithstanding any provision of this Plan to the contrary, in the event the equivalent actuarial value of the Executive’s Standard Mirror Pension Benefit, when computed using the Actuarial Factors specified in Exhibit A for this purpose, does not exceed $25,000, such Benefit shall be paid in the form of a single lump sum payment.

ARTICLE IV

MIRROR PRE-RETIREMENT PENSION BENEFIT

SECTION 4.1.Eligibility.  The Death Beneficiary of an Executive who dies after attaining eligibility for a pre-retirement death benefit under the Pension Plan, but prior to commencing to receive Mirror Pension Benefits hereunder shall be entitled to receive the Mirror Pre-Retirement Pension Benefits described in Section 4.2 in lieu of any other benefits described in the Plan.

SECTION 4.2.Amount, Form and Timing of Mirror Pre-Retirement Benefits.

(1)Cash Balance Mirror Pre-Retirement Death Benefits.  A Death Beneficiary who is eligible for a Cash Balance Mirror Pre-Retirement Pension Benefit shall receive a Cash Balance Mirror Pre-Retirement Pension Benefit, payable at the same time as the pre-retirement death benefits and (if applicable) the optional death benefits described in the Pension Plan, as determined by the Administrator.  The Cash Balance Mirror Pre-Retirement Pension Benefit shall automatically be paid in the form of a lump sum payment in an amount equal to the balance in the Participant’s Excess Retirement Account on the date the payment is processed.

(2)Standard Mirror Pre-Retirement Death Benefits.  A Death Beneficiary who is eligible for a Standard Mirror Pre-Retirement Benefit shall receive a Standard Mirror Pre-Retirement Benefit based on the Executive’s Standard Mirror Pension Benefit hereunder. The Standard Mirror Pre-Retirement Benefit shall be calculated in accordance with, and payable at the same time and (except as provided in Section 3.4(2)) in the same manner as, the pre-retirement death benefits and (if applicable) the optional death benefits described in the Pension Plan, as determined by the Administrator.

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ARTICLE V

VESTING

SECTION 5.1.Vesting.

(1)In General. Except as provided in Subsection (2) and (3) of this Section, an Executive or Death Beneficiary shall become vested in the Mirror Pension Plan Benefits in accordance with the vesting provisions of the Pension Plan.

(2)Forfeiture Provision.

(a)  Notwithstanding the provisions of Subsection (1) hereof, but subject to the requirements of clause (b) of this Subsection, the Employers shall be relieved of any obligation to pay or provide any future Mirror Pension Benefits and Mirror Pre-Retirement Pension Benefits under this Plan and shall be entitled to recover amounts already distributed if, without the written consent of the Company, the Executive, whether before or after termination with the Controlled Group (i) participates in dishonesty , fraud, misrepresentation, embezzlement or deliberate injury or attempted injury, in each case related to the Company or a Controlled Group member, (ii) commits any unlawful or criminal activity of a serious nature, (iii) commits any intentional and deliberate breach of a duty or duties that, individually or in the aggregate, are material in relation to the Executive’s overall duties or (iv) materially breaches any confidentiality or non-compete agreement entered into with the Company or a Controlled Group member.  The Employers shall have the burden of proving that one of the foregoing events have occurred.

(b)  Notwithstanding the foregoing, an Executive shall not forfeit any portion of his Mirror Pension Benefits or Mirror Pre-Retirement Pension Benefits under clause (a) of this Subsection unless (i) the Executive receives reasonable notice in writing setting forth the grounds for the forfeiture, (ii) if requested by the Executive, the Executive (and/or the Executive’s counsel or other representative) is granted a hearing before the full Board of Directors of the Company (the “Board”) and (iii) a majority of the members of the full Board determine that the Executive violated one or more of the provisions of clause (a) of this Subsection.

(3)Acceleration of Vesting.   Notwithstanding the provisions of Subsection (1) hereof, the Mirror Pension Benefits of the Executives (a) who are employed by the Controlled Group on the date of a Change in Control or (b) whose employment with the Company was terminated prior to a Change in Control but the Executive reasonably demonstrates that the termination occurred at the request of a third party who has taken steps reasonably calculated to effect the Change in Control, shall become immediately 100% vested upon the occurrence of such Change in Control.

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ARTICLE VI

AMENDMENT AND TERMINATION

SECTION 6.1.Effect of Amendment and Termination.  No amendment or termination of the Plan shall, without the consent of the Executive (or, in the case of his death, his Death Beneficiary), adversely affect the vested Mirror Pension Benefit or vested Mirror Pre-Retirement Pension Benefit under the Plan of any Executive or Death Beneficiary as such Benefit exists on the date of such amendment or termination.

SECTION 6.2.Limitation on Payments and Benefits.  Notwithstanding any provision of this Plan to the contrary, if any amount or benefit to be paid or provided under this Plan or any other plan or agreement between the Executive and a Controlled Group member would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Code, or any successor provision thereto, but for the application of this sentence, then the payments and benefits to be paid or provided under this Plan shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided to the Executive, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income taxes).  If requested by the Executive or the Company, the determination of whether any reduction in such payments or benefits to be provided under this Plan or otherwise is required pursuant to the preceding sentence shall be made by the Company’s independent accountants, at the expense of the Company, and the determination of the Company’s independent accountants shall be final and binding on all persons.   The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 6.2 shall not of itself limit or otherwise affect any other rights of the Executive pursuant to this Plan.  In the event that any payment or benefit intended to be provided under this Plan or otherwise is required to be reduced pursuant to this Section, the Executive (in his sole discretion) shall be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section.  The Company shall provide the Executive with all information reasonably requested by the Executive to permit the Executive to make such designation.  In the event that the Executive fails to make such designation within ten (10) business days of receiving such information, the Company may effect such reduction in any manner it deems appropriate.

SECTION 6.3.Establishment of Trust Fund.

(1)In General.  The Plan is intended to be an unfunded, non-qualified retirement plan.  However, the Company may enter into a trust agreement with a trustee to establish a trust fund (the “Trust Fund”) and to transfer assets thereto (or cause assets to be transferred thereto), subject to the claims of the creditors of the Employers, pursuant to which some or all of the Mirror Pension Benefits and Mirror Pre-Retirement Pension

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Benefits shall be paid.  Payments from the Trust Fund shall discharge the Employers’ obligation to make payments under the Plan to the extent that Trust Fund assets are used to satisfy such obligations.

(2)  Upon a Change in Control.

(a)  Within thirty (30) business days of the occurrence of a Change in Control, to the extent it has not already done so, the Company shall be required to establish an irrevocable Trust Fund for the purpose of paying Mirror Pension Benefits and Mirror Pre-Retirement Pension Benefits.  Except as described in the following sentence, all contributions to the Trust Fund shall be irrevocable and the Company shall not have the right to direct the trustee to return to the Employers, or divert to others, any of the assets of the Trust Fund until after satisfaction of all liabilities to all of the Executives and their Death Beneficiaries under the Plan.  Any assets deposited in the Trust Fund shall be subject to the claims of the creditors of the Employers and any excess assets remaining in the Trust Fund after satisfaction of all liabilities shall revert to the Company.

(b)In addition to the requirements described in Subsection (a) above, the Trust Fund which becomes effective on the Change in Control shall be subject to the following additional requirements:

(i)the Trustee of the Trust Fund shall be a third party corporate or institutional trustee;

(ii)the Trust Fund shall satisfy the requirements of a grantor trust under the Code; and

(iii)the Trust Fund shall automatically terminate (A) in the event that it is determined by a final decision of the United States Department of Labor (or, if an appeal is taken therefrom, by a court of competent jurisdiction) that by reason of the creation of, and a transfer of assets to, the Trust, the Trust is considered “funded” for purposes of Title I of ERISA or (B) in the event that it is determined by a final decision of the Internal Revenue Service (or, if an appeal is taken therefrom, by a court of competent jurisdiction) that (I) a transfer of assets to the Trust is considered a transfer of property for purposes of Code Section 83 or any successor provision thereto, or (II) pursuant to Code Section 451 or any successor provision thereto, amounts are includable as compensation in the gross income of a Trust Fund beneficiary in a taxable year that is prior to the taxable year or years in which such amounts would otherwise actually be distributed or made available to such beneficiary by the trustee.  Upon such a termination of the Trust, all of the assets in the Trust Fund attributable to the accrued Mirror Pension Benefits and Mirror Pre-Retirement Pension Benefits shall be immediately distributed to the Executives and the remaining assets, if any, shall revert back to the Company.

(c)Within five (5) days following establishment of the Trust Fund, the Company shall transfer (or cause the Employers to transfer) to the trustee of such Trust Fund an amount equal to the equivalent actuarial present value of the Mirror Pension

8

Benefits and Mirror Pre-Retirement Pension Benefits which have been accrued as of the date of the Change in Control on behalf of all of the Executives under the Plan (using the Actuarial Factors specified in Exhibit A for this purpose).

(d)  In January of each year following a funding of the Trust Fund pursuant to clause (b) above, the Company shall cause to be deposited in the Trust Fund such additional amount (if any) by which the aggregate equivalent actuarial present value (determined using the Actuarial Factors specified in Exhibit A) of the sum of the Mirror Pension Benefits and Mirror Pre-Retirement Pension Benefits for all Executives under the Plan as of December 31 of the preceding year exceeds the fair market value of the assets of the Trust Fund as of such date.

(e)  Notwithstanding the foregoing, an Employer shall not be required to make any contributions to the Trust Fund if the Employer is insolvent at the time such contribution is required.

(f)  The Administrator shall notify the trustee of the amount of Mirror Pension Benefits and Mirror Pre-Retirement Pension Benefits to be paid to or on behalf of the Executive from the Trust Fund and shall assist the trustee in making distribution thereof in accordance with the terms of the Plan.

(g)  Notwithstanding any provision of the Plan or the Administrative Document to the contrary, the provision of this Section 6.3(2) hereof (i) may not be amended following a Change in Control and (ii) prior to a Change in Control may only be amended (A) with the written consent of each of the Executives or (B) if the effective date of such Amendment is at least two years following the date the Executives were given written notice of the adoption of such amendment.

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IN WITNESS WHEREOF, Ecolab Inc. has executed this Mirror Pension Plan and has caused its corporate seal to be affixed this 1 day of May, 2003.

ECOLAB INC.
By:	/s/ Steven L. Fritze
	Steven L. Fritze
	Senior Vice President and Chief Financial Officer

(Seal)

Attest:

/s/ Lawrence T. Bell

Lawrence T. Bell

Senior Vice President - Law

General Counsel and Secretary

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EXHIBIT A

ACTUARIAL ASSUMPTIONS
FOR STANDARD MIRROR PENSION BENEFITS
AND STANDARD MIRROR PRE-RETIREMENT PENSION BENEFITS

1.	Interest Rate:
	A.  For Lump Sum	The interest rate will be 125% of the 10-year Treasury rate for the month of October preceding the Plan Year (i.e., January 1) (1) in which the retirement or other termination of employment is effective if the Mirror Pension Benefit is to commence immediately following such retirement or termination of employment or (2) in which the distribution becomes payable if the payment is to be deferred.
	B.  General Actuarial Equivalence	7.5% except as provided in item 4 below.
2.	Mortality:
	A.  For Lump Sum	Revenue Ruling 2001-62 prescribed table. (The basis is the 1994 unisex pension tables)
	B.  General Actuarial Equivalence	1971 Group Annuity Table
3.	Annuity Values Weighted:
	A.  For Lump Sum	N/A
	B.  General Actuarial Equivalence	75% male, 25% female

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4.	Early Commencement	The Mirror Pension Benefit shall be reduced by one two hundred eightieth (1/280th) for each month that the date of the commencement of payment precedes the date on which the Executive will attain age sixty-two (62).  If the Executive’s Ecolab Pension Plan benefit is affected by Section 415 of the Code, the Administrator shall make such further adjustments to the Mirror Pension Benefit as the Administrator, in his or her sole discretion, deems appropriate to ensure that the total early retirement benefit from the Ecolab Pension Plan and the Ecolab Mirror Pension Plan equals the early retirement benefit the Executive would have been entitled to under the Ecolab Pension Plan without regard to the Code Limitations and non-qualified deferrals.
		If payment is in the form of a single lump sum, the lump sum amount shall be based on the lump sum interest rate defined in item 1 above, the mortality assumptions specified in items 2 and 3 above, and the “early retirement benefit” immediate annuity amount as determined under this item 4.

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EX-15

Exhibit (15)

August 11, 2003

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

RE:Ecolab Inc. Registration Statements on Form S-8 (Registration Nos. 2-60010; 2-74944; 33-1664; 33-41828; 2-90702; 33-18202; 33-55986; 33-56101;333-95043; 33-26241; 33-34000; 33-56151; 333-18627;33-39228; 33-56125; 333-70835; 33-60266; 333-95041; 33-65364; 333-18617; 333-79449; 333-35519; 333-40239; 333-95037; 333-50969; 333-58360; and 333-97927).

Commissioners:

We are aware that our report dated July 22, 2003, on our reviews of interim financial information of Ecolab Inc. (the “Company”) as of June 30, 2003 and for the three and six month periods ended June 30, 2003 and 2002 included in the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2003, is incorporated by reference in its Registration Statements listed above.

Yours very truly,

/s/ PricewaterhouseCoopers LLP

PRICEWATERHOUSECOOPERS LLP

Minneapolis, Minnesota

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EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Allan L. Schuman, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Ecolab Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2003

/s/ Allan L. Schuman

Allan L. Schuman

Chairman of the Board and Chief Executive Officer

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EX-31.2

Exhibit 31.2

I, Steven L. Fritze, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Ecolab Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2003

/s/ Steven L. Fritze

Steven L. Fritze

Senior Vice President and Chief Financial Officer

2

EX-32

Exhibit (32)

Section 1350 Certifications

Pursuant to 18 U.S.C. Section 1350, each of the undersigned officers of Ecolab Inc. does hereby certify that:

(a)the Quarterly Report on Form 10-Q of Ecolab Inc. for the quarter ended June 30, 2003 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b)information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Ecolab Inc.

Dated:   August 11, 2003	/s/ Allan L. Schuman
	Allan L. Schuman
	Chairman of the Board and Chief Executive Officer
Dated:   August 11, 2003
	/s/ Steven L. Fritze
	Steven L. Fritze
	Senior Vice President and Chief Financial Officer

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