S-8

As filed with the Securities and Exchange Commission on December 18, 2009

Registration No. 333-          

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

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 North St. Paul, Minnesota	55102
(Address of Principal Executive Offices)	(Zip Code)

ECOLAB LIMITED — ECOLAB NEW ZEALAND SHARE PURCHASE PLAN

(Full Title of the Plan)

Lawrence T. Bell, Esq.

General Counsel

Ecolab Inc.

370 Wabasha Street North

St. Paul, Minnesota 55102

(651) 293-2981

(Name, address and telephone number,

including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per unit(2)		Proposed maximum aggregate offering price(2)		Amount of registration fee(2)
Common stock, par value $1.00 per share(3)	100,000	$	45.365	$	4,536,500.00	$	253.14

(1)In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of additional shares of common stock to be offered or sold as a result of the anti-dilution provisions of the employee benefit plan described in this Registration Statement.

(2)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h)(1) and (c) under the Securities Act, based upon the average of the high and low sale prices of the registrant’s common stock on December 14, 2009, as reported on the Consolidated Transaction Reporting System of the New York Stock Exchange.

(3)Each share of common stock includes a preferred stock purchase right issued pursuant to the terms of the registrant’s Rights Agreement dated as of February 24, 2006.

Part I

INFORMATION REQUIRED

IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 have been or will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933 (the “Securities Act”).

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PART II

INFORMATION REQUIRED

IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

Incorporation by Reference

The following documents filed by Ecolab (File No. 1-9328) with the SEC are incorporated by reference in this Registration Statement:

(1)	Annual report on Form 10-K for the year ended December 31, 2008;
(2)	Quarterly reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2009;
(3)	All other reports filed by Ecolab pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since December 31, 2008; and
(4)	The descriptions of Ecolab’s common stock, preferred stock and preferred stock purchase rights contained in its registration statements on Form 8-A, including any amendments or reports filed for the purpose of updating these descriptions.

All documents filed by Ecolab with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered pursuant to this Registration Statement have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be a part of this Registration Statement from the date of filing of these documents.

Independent Registered Public Accounting Firm.

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this Registration Statement by reference to the Annual Report on Form 10-K for the year ended December 31, 2008, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

With respect to the unaudited consolidated financial information of Ecolab Inc. incorporated by reference in this Registration Statement, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information.  However, their separate report dated (i) April 28, 2009 with respect to the quarterly period ended March 31, 2009, (ii) July 28, 2009 with respect to the quarterly period ended June 30, 2009 and (iii) November 6, 2009 with respect to the quarterly period ended September 30, 2009, each of which is incorporated by reference 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 for their report on the unaudited financial information because these reports are not “reports” or “parts” of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act.

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Item 4.   Description of Securities.

Not applicable.  Ecolab’s common stock and preferred stock purchase rights to be offered and sold pursuant to this registration statement are registered under Section 12 of the Exchange Act.

Item 5.   Interests of Named Experts and Counsel.

Not applicable.

Item 6.   Indemnification of Directors and Officers.

Subsection (a) of Section 145 of the General Corporation Law of Delaware empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted under similar standards, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which the action or suit was brought shall determine that, despite the adjudication of liability, the person is fairly and reasonably entitled to indemnity for the expenses which the court shall deem proper.

Section 145 further provides that, to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) or in the defense of any claim, issue or matter therein, the person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that the scope of indemnification extends to directors, officers, employees or agents of a constituent corporation absorbed in a consolidation or merger and persons serving in that capacity at the request of the constituent corporation for another.  Section 145 also empowers the corporation to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against or incurred by the person in any such capacity or arising out of the person’s status as such, whether or not the corporation would have the power to indemnify the person against such liabilities under Section 145, including liabilities under the Securities Act.

Article V of Ecolab’s By-Laws provides for indemnification of Ecolab’s officers and directors to the full extent allowed by Delaware law.

In addition, Article IV of Ecolab’s Restated Certificate of Incorporation provides that Ecolab’s directors do not have personal liability to Ecolab or its stockholders for monetary damages for any breach of their fiduciary duty as directors, except (1) for a breach of the duty of loyalty, (2) for acts or omissions

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not in good faith or which involve intentional misconduct or knowing violation of the law, (3) for willful or negligent violations of certain provisions under the General Corporation Law of Delaware imposing certain requirements with respect to stock repurchases, redemptions and dividends, or (4) for any transaction from which the director derived an improper personal benefit.  Subject to these exceptions, under Article IV, directors do not have any personal liability to Ecolab or its stockholders for any violation of their fiduciary duty.

Ecolab has directors and officers liability insurance which protects each director or officer from certain claims and suits, including stockholder derivative suits, even where the director may be determined to not be entitled to indemnification under the General Corporation Law of Delaware and claims and suits arising under the Securities Act.  The policy may also afford coverage under circumstances where the facts do not justify a finding that the director or officer acted in good faith and in a manner that was in or not opposed to the best interests of Ecolab.

Ecolab has entered into indemnification agreements with each of its directors.  These indemnification agreements provide for the prompt indemnification “to the fullest extent permitted by law” and for the prompt advancement of expenses, including attorneys’ fees and other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness or participating in (including on appeal) any threatened, pending or completed action, suit or proceeding related to the fact that the director is or was a director, officer, employee, trustee, agent or fiduciary of Ecolab or is or was serving at the request of Ecolab as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan trust or other enterprise, or by reason of anything done or not done by a director in any such capacity.  The indemnification agreements further provide that Ecolab has the burden of proving that a director is not entitled to indemnification in any particular case.

The foregoing represents a summary of the general effect of the General Corporation Law of Delaware, Ecolab’s By-Laws and Restated Certificate of Incorporation, Ecolab’s directors and officers liability insurance coverage and the indemnification agreements for purposes of general description only.

Item 7.   Exemptions from Registration Claimed.

Not applicable.  No securities are to be re-offered or resold pursuant to this registration statement.

Item 8.   Exhibits.

The following is a complete list of exhibits filed or incorporated by reference as part of this registration statement:

Exhibit No.	Description
15.1	Letter Regarding Unaudited Interim Financial Information (filed herewith electronically).
23.1	Consent of Independent Registered Public Accounting Firm (filed herewith electronically).
24.1	Powers of Attorney (filed herewith electronically).
99.1	Ecolab Limited — Ecolab New Zealand Share Purchase Plan, as amended through February 28, 2004 (filed herewith electronically).

Item 9.   Undertakings.

(a)   The undersigned registrant hereby undertakes:

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(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii)To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been

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settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Paul, State of Minnesota, on December 18, 2009.

ECOLAB INC.
By:	/s/Douglas M. Baker, Jr.
	Douglas M. Baker, Jr.
	Chairman of the Board, President and
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on December 18, 2009 by the following persons in the capacities indicated.

Signature	Title
/s/Douglas M. Baker, Jr.	Chairman of the Board, President and Chief Executive Officer
	(principal executive officer) and Director
Douglas M. Baker, Jr.
/s/Steven L. Fritze	Chief Financial Officer (principal financial officer)
Steven L. Fritze
/s/John J. Corkrean	Vice President and Corporate Controller (principal accounting
	officer)
John J. Corkrean
/s/Michael C. McCormick	Directors
Michael C. McCormick, as attorney-in-fact for Barbara J. Beck, Les S. Biller, Richard U. De Schutter, Jerry A. Grundhofer, Joel W. Johnson, Jerry W. Levin, Robert L. Lumpkins, C. Scott O’Hara, Beth M. Pritchard and Victoria J. Reich
Director not signing: John J. Zillmer

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ECOLAB INC.

REGISTRATION STATEMENT ON FORM S-8

INDEX TO EXHIBITS

Exhibit No.	Item	Method of Filing
15.1	Letter Regarding Unaudited Interim Financial Information	Filed herewith electronically.
23.1	Consent of Independent Registered Public Accounting Firm	Filed herewith electronically.
24.1	Powers of Attorney	Filed herewith electronically.
99.1	Ecolab Limited – Ecolab New Zealand Share Purchase Plan, as amended through February 28, 2004	Filed herewith electronically.

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EX-15.1

Exhibit (15.1)

December 18, 2009

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Commissioners:

We are aware that our reports dated April 28, 2009, July 28, 2009 and November 6, 2009, respectively, on our reviews of interim financial information of Ecolab Inc. (the “Company”) for the three-month periods ended March 31, 2009 and 2008, the three- and six-month periods ended June 30, 2009 and 2008 and the three- and nine-month periods ended September 30, 2009 and 2008, and included in the Company’s quarterly reports on Form 10-Q for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009, are incorporated by reference in its Registration Statement on Form S-8 dated December 18, 2009.

Yours very truly,

/s/PricewaterhouseCoopers LLP

PRICEWATERHOUSECOOPERS LLP

Minneapolis, Minnesota

EX-23.1

Exhibit (23.1)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 27, 2009 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the 2008 Annual Report to Shareholders, which is incorporated by reference in Ecolab’s Annual Report on Form 10-K for the year ended December 31, 2008.  We also consent to the reference to us under the heading “Independent Registered Public Accounting Firm” in such Registration Statement.

/s/PricewaterhouseCoopers LLP

PRICEWATERHOUSECOOPERS LLP

Minneapolis, Minnesota

December 18, 2009

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a Director of Ecolab Inc., a Delaware corporation (“Corporation”), does hereby make, nominate and appoint DOUGLAS M. BAKER, LAWRENCE T. BELL and MICHAEL C. McCORMICK, and each of them, individually, to be my attorney-in-fact, with full power and authority to sign his name to a Registration Statement on Form S-8 relating to the registration under the Securities Act of 1933 of not more than 100,000 shares of Ecolab Inc. Common Stock, par value $1.00 per share, and Preferred Stock Purchase Rights associated with the Common Stock, for the Ecolab Limited — Ecolab New Zealand Share Purchase Plan, and any and all amendments thereto, provided that the Registration Statement and any amendments thereto, in final form, be approved by said attorney-in-fact, and his name, when thus signed, shall have the same force and effect as though I had manually signed said document or documents.

IN WITNESS WHEREOF, I have hereunto affixed my signature this 3rd day of December, 2009.

/s/Barbara J. Beck

Barbara J. Beck

/s/Les S. Biller

Les S. Biller

/s/Richard U. De Schutter

Richard U. De Schutter

/s/Jerry A. Grundhofer

Jerry A. Grundhofer

/s/Joel W. Johnson

Joel W. Johnson

/s/Jerry W. Levin

Jerry W. Levin

/s/Robert L. Lumpkins

Robert L. Lumpkins

/s/C. Scott O’Hara

C. Scott O’Hara

/s/Beth M. Pritchard

Beth M. Pritchard

/s/Victoria J. Reich

Victoria J. Reich

EX-99.1

Exhibit 99.1

ECOLAB LIMITED - ECOLAB NEW ZEALAND SHARE PURCHASE PLAN

As Amended through February 28, 2004

1.PURPOSE

On February 8, 1991, the Company’s Board of Directors established the Ecolab Limited - Ecolab New Zealand Share Purchase Plan to give Participants a convenient and cost-effective means for regular and systematic purchases of shares in Ecolab Inc., the United States parent company of Ecolab Limited.  Those shares are listed on the New York Stock Exchange.  The Plan was subsequently amended as of February 28, 2004 to place a limit on the number of shares that may be purchased by Participants, as required by changes to the rules of the New York Stock Exchange, subject to approval of the amended Plan by the shareholders of Ecolab Inc.

The purposes of the Plan are to assist the Company in attracting and retaining personnel of outstanding abilities, to motivate employees to give their maximum productive effort on behalf of the Company and to align employees’ interests with the Company’s shareholders in the United States of America.

2.DEFINITIONS

Unless otherwise required by the context, the following terms, when used in the Plan, have the meanings set forth in this Section.

Board of Directors or Board:  The Board of Directors of the Company.

Broker:  The Broker appointed by the Company to act as the Broker for the Plan pursuant to Section 5.1.

Company:  Ecolab Limited, a New Zealand limited company.

Discretionary Contribution:  A cash contribution made by the Company to the account of a Participant, without the requirement of a contribution by such Participant.

Eligible Employee:  Each full-time employee of the Company or any of its subsidiaries who has attained the age of majority.

Full Time Employee:  A person who is employed by the Company or a subsidiary in a permanent, budgeted, position and is regularly scheduled to work for all or part of the full-time work week of a particular location.

Matching Contribution:  A cash contribution made by the Company to the account of a Participant in respect of money contributed to the Plan by such Participant.

Open Contribution Period:  Time periods established by the Company from time to time to allow Participants to make contributions under the Plan through means other than through a deduction from the payroll.

Participant:  An Eligible Employee who is currently enrolled in the Plan pursuant to Section 4.

Plan:  The Ecolab Limited - Ecolab New Zealand Share Purchase Plan set out in this document as the Plan may from time to time be amended.

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Shares:  The common stock of Ecolab Inc. with a par value US$1.00 per share (the “Shares”).

Subsidiary:  A company or other form of business or association whose shares (or other ownership interests) having 50% of the voting power are owned or controlled, directly or indirectly by the Company, and whose full-time employees are, in the discretion of the Company, permitted to participate in the Plan.

United States Broker:  The United States Broker appointed by the Broker with the approval of the Company to process Share transactions for the Broker and hold Shares on account of and in trust for the Participants as individual clients of the United States Broker.

3.AUTHORITY.

The Board of Directors of the Company has full power and authority to interpret and construe any provision of the Plan finally and conclusively as to all persons having any interest under the Plan, to adopt rules and regulations not inconsistent with the Plan for carrying out the Plan or providing for matters not specifically covered in the Plan and to alter, amend and revoke any rules or regulations so adopted.

4.ENROLLMENT.

Each Eligible Employee may enroll in the Plan by properly completing and returning to the Company such forms as are required by the Broker for opening the Participant’s account with the Broker and for purchase by the Broker through the United States Broker of Shares for the account of the Participant.

Participation in the Plan begins as soon as practicable after the required forms are received and processed by the Company and continues until the Participant is no longer an Eligible Employee, or until written termination by the Participant of his or her participation in the Plan is received and processed b the Company.

5.BROKER AND RELATED FEES.

5.1Appointment of Broker.  The Company will appoint a Broker to open and maintain an account in the name of each Participant and to make purchases of shares on the New York Stock Exchange for the accounts of Participants through the United States Broker.  The Broker will be appointed by the Company to administer the Plan and may be removed from such appointment at any time in the sole discretion of the Company.  Such removal may include the United States Broker.  Nothing in the Plan is deemed to create any obligation on the part of the Company or the Broker to continue to administer the Plan.

5.2Payment of Fees and Other Charges:  The Company agrees to pay the Broker’s administrative charges for maintaining accounts under the Plan and agrees to pay for brokerage commissions on the purchases of Shares made under the Plan for each Participant, so long as the Participant remains an Eligible Employee.

6.PAYROLL DEDUCTIONS & ADDITIONAL PARTICIPANT CONTRIBUTIONS

6.1Payroll Deductions.  Participants may authorize contributions through payroll deductions by completing and signing a form of payroll authorization instructing the Company to deduct a certain amount from the Participant’s wages or salary for transmission to the Broker for the purchase of

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Shares.  Payroll deductions will begin after the authorization forms are received and processed by the Company.

6.2Decreasing, Increasing or Terminating Payroll deductions; Re-entry.  Payroll deduction authorizations will remain effective until terminated in writing by the Participant or until otherwise terminated as provided below.

Each Participant must specify the amount to be withheld from his or her compensation, with a minimum of $NZ5 per week.

The maximum of all employee contributions pursuant to Sections 6.1, 6.2 and 6.3 each calendar year is $NZ10,000, but will be prorated for the first calendar year of the Plan and for the first calendar year that the Participant becomes enrolled in the Plan.  Payroll deductions will be automatically terminated when this level is reached, but automatically reinstated the following January.

A payroll deduction may be decreased or increased once each calendar month in $NZ5 increments, but not below $NZ5 per week, by the Participant completing and returning the appropriate payroll deduction form to the Company.  A payroll deduction may be terminated at any time by the Participant giving written notice to the Company.

The increase, decrease or termination will be effective at the beginning of the next pay period after the notice is received and processed.  A Participant who terminates his or her payroll deduction may re-enter the Plan any time by following the instruction for enrollment in Section 4 and payroll deduction procedures in Section 6.1.

6.3Additional Employee Contributions.  Each Participant may contribute a sum not less than $NZ160 during any Open Contribution Period.  The aggregate of contributions through payroll deduction and additional contributions may not exceed $NZ10,000 in any calendar year.

6.4Withholding.  The Participant is responsible for all income taxes applicable to Matching Contributions and Discretionary Contributions, if any, and the Company will make appropriate withholding deductions from each Participant’s compensation, which will be in addition to any payroll deductions pursuant to Section 6.1.

7.COMPANY CONTRIBUTIONS.

7.1Matching Contributions.  The Company will make a Matching Contribution on behalf of each Participant up to the amount of fifteen percent (15%) of the funds (i) deducted from such Participant’s pay pursuant to Sections 6.1 and 6.2, and (ii) contributed by the Participant as an additional employee contribution pursuant to Section 6.3.  The actual amount of the Matching Contributions is at the Company’s discretion from time to time and, while it will endeavour to make the full Matching Contribution, it reserves the right to make a Matching Contribution less than 15% if its business performance in New Zealand does not warrant the making of the full contribution.

7.2Discretionary Contributions.  The Company may from time to time make a Discretionary Contribution to a Participant’s account for any reason, but each such contribution will not exceed $NZ1,600 plus the amount determined appropriate by the Company to cover all or part of the income taxes resulting from such award. The determination to pay all or any taxes shall be made in the sole and exclusive determination of the Company.

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8.PURCHASES, SALES AND WITHDRAWALS.

8.1Administration of Funds.  The Company will deduct funds from each Participant’s pay pursuant to Sections 6.1 and 6.2 and once a month will forward the amount deducted plus any additional employee contributions made by the Participant pursuant to Section 6.3, and the Matching Contributions and Discretionary Contributions, if any, to the Broker, together with a list of Participants and the amount allocable to their accounts.

No interest will be paid on such funds by the Company or Broker or the United States Broker and such funds while held by the Company will be mingled with the general assets of the Company.

8.2Purchases.  Upon receipt of funds from the Company for the purposes of the Plan, the Broker through the United States Broker will, as promptly as practicable, purchase on the New York Stock Exchange, as agent for each individual Participant, as many whole Shares as the aggregate of such funds will permit subject to rules and certain conditions imposed upon the Broker by regulatory agencies, if any.

The Broker may purchase the Shares up to five (5) days in advance of receipt of funds, if the Company provides the Broker with an estimate of funds to be transferred.  Subject to Section 13 below, the aggregate of all such purchases will be allocated, on the basis of their average cost, to the respective accounts of Participants based upon Participant payroll deductions and additional employee contributions, Matching Contributions, and Discretionary Contributions, if any, as directed by the Company.

Allocations will be made in full Shares.  Any funds insufficient for purchases of Shares for a Participant will be held until the next monthly purchase by the Broker.

8.3Ownership of Shares.  At the time of purchase of Shares under the Plan, each Participant for whom account funds were received will immediately acquire full ownership of all Shares purchased for his or her account.

Unless otherwise requested by the Participant, all Shares will be registered in the name of the United States Broker, the Broker or its nominee and will remain so registered until delivery is requested.  Subject to the provisions of Section 8.4, a Participant may request that a certificate for all Shares in his or her account be delivered at any time at the Broker’s transfer charge, payable by the Participant.

8.4Sales.  A Participant may instruct the Broker to sell any or all of the Shares held in his or her account at any time.  Upon such sale, the Broker will, if requested, mail a cheque for the proceeds to the Participant, less the regular brokerage commission or fee and any transfer taxes or other normal charges all of which are payable by the Participant.

8.5Other Uses of Accounts.  A Participant may not use the account under the Plan for other purchases of Shares and other personal transactions.  Any such transactions must be subject to the opening of a separate account on terms arranged exclusively between the participant and the Broker and at the expense of the Participant.  A termination by a Participant of participation in the Plan or cessation of eligibility to be an Eligible Employee does not, as such, affect the status of the individual’s account or his or her relationship with the Broker in respect of the Shares, although the Company will not pay any fees relating to the account after the employee is no longer an Eligible Employee.

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9.CONFIRMATIONS; RELATIONSHIP WITH BROKER.

Each Participant will receive periodic statements of activity from the Broker and/or the United States Broker reflecting the number of Shares held for his or her account.  The relationship between the Participant and the Broker and the United States Broker will be the normal relationship of client and broker and the Company will assume no responsibility except as to the payment of the Matching Contributions and Discretionary Contributions, if any, the payment of commissions on purchases under the Plan, and administrative fees of the Plan which pertain to the accounts of Eligible Employees as set forth in this Plan.

10.CLOSING ACCOUNTS.

A Participant who terminates his or her payroll deduction authorization or whose authorization is automatically terminated may request the Broker to ensure that the United States Broker maintains or closes his or her account.  A Participant may direct that all Shares in his or her account be sold and the net proceeds remitted to such person, or request that the Shares in his or her account be delivered to such person.  The net proceeds will be determined after deducting the regular brokerage commission and any transfer taxes or other normal charges, all of which shall be payable by the Participant.

11.VOTING AND OTHER RIGHTS.

The Broker will arrange for the United States Broker to deliver to each Participant as promptly as practicable, by mail or otherwise, all notices of meetings, proxy statements and other material distributed by Ecolab Inc. to its stockholders, and the Shares in each Participant’s account will be voted in accordance with the Participant’s signed proxy instructions, all in accordance with the rules as apply to the United States Broker as a member of the New York Stock Exchange.

12.DIVIDENDS AND OTHER PROCEEDS.

Cash dividends received in respect of Shares held in the accounts of Participants will be credited by the United States Broker to such accounts and, unless the United States Broker is otherwise instructed by the employee, all such cash will be reinvested in Shares as promptly as practicable following their receipt.

During such time as the Company pays fees and charges pursuant to Section 5.2, the Company will also pay all regular commissions in connection with the purchase constituting such reinvestment.

Share dividends or share splits in respect of the Shares held in the accounts of Participants will be credited to such accounts without charge.  Other securities and rights to subscribe received in respect of the Shares, if any, held in the accounts of Participants will be sold by the United States Broker and the Proceeds treated in the same manner as cash dividends.

13.SHARES SUBJECT TO THE PLAN.

The maximum number of Shares that may be purchased by Participants shall be 150,000 shares, subject to adjustment upon changes in capitalization of Ecolab Inc. as provided below.   If the total number of Shares that would otherwise be purchased by Participants on any date on which the funds forwarded to the Broker exceeds the number of shares then remaining available under the

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Plan, the Company, the Broker and/or the United States Broker shall make a pro rata allocation of the Shares remaining available for purchase in as uniform and equitable a manner as is practicable.  In such event, the Company, the Broker or the United States Broker shall give written notice of such reduction to each Participant affected thereby and shall return any excess funds accumulated in each Participant’s account as soon as practicable thereafter.

In the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, divestiture or extraordinary dividend (including a spin-off) or any other change in the corporate structure or shares of Ecolab Inc., appropriate adjustment will be made as to the number and kind of securities available for purchase by Participants under the Plan.

14.TRANSFER OF RIGHTS.

The Plan does not restrict the ability of a Participant to sell, assign, charge, mortgage, pledge or otherwise deal with the Shares acquired under the Plan.  However, the Participant may not deal with his or her interest in the Plan as such.  The Shares held in Participant’s accounts become the sole property of the respective Participants.

15.TERMINATION.

If a Participant dies, retires, is placed on long-term disability and does not receive a paycheck from the payroll department of the Company, or applicable Subsidiary, or otherwise ceases to be an Eligible Employee, such Participant’s enrolment in the Plan will then automatically terminate.  The Company will notify the Broker of any such termination.  Securities held by the United States Broker for the account of any former Participant will continue to be so held by the United States Broker and the reinvestment of dividends continued until the United States Broker has received other instructions from such former Participant or his or her estate.

Upon the receipt of appropriate instructions from the former Participant or his or her estate, the United States Broker will sell or transfer any Shares credited to the account of the former Participant as directed.  All transfer taxes, if any, which may be due upon transfer of such Shares to the former Participant, his or her estate, or to any other person will be paid by the former Participant, and the United States Broker may require the deposit of funds sufficient to cover such taxes in advance of making any such transfer.

No Participant has any right to receive any fractional share credited to his or her account in the Plan, nor will any provision in this Plan be construed to give such right.  Upon termination, any fractional share interest subject to transfer to the former Participant or other person will be paid to them in cash by the Broker.

16.AMENDMENTS, SUSPENSIONS AND TERMINATIONS.

The Board of Directors may from time to time amend, suspend or terminate in whole or in part, and if terminated may reinstate, any or all of the provisions of the Plan, including the amount of the Matching Contribution, except that no amendment, suspension or termination may be made which will retroactively affect adversely the rights of the Participants in the Plan, and that no such amendment shall be effective, without approval of the shareholders of Ecolab Inc., if shareholder approval of the amendment is then required pursuant to the rules of the New York Stock Exchange.  Participation in the Plan is not a matter of right.  No part of the funds or the Shares credited to the account of any Participant is subject to forfeiture for any reason.

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17.EMPLOYMENT.

Nothing in the Plan is to be construed to give any employee of the Company or its Subsidiaries the right to remain employed.

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