S-8

As filed with the Securities and Exchange Commission on March 1, 2010

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 SAVINGS PLAN AND ESOP

(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)	6,000,000	$	41.82	$	250,920,000	$	17,890.60

(1)In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to 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 February 23, 2010 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, 2009;

(2)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, 2009; and

(3)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, 2009, 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.

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

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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 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

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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
5.1	Opinion and Consent of Oppenheimer, Wolff and Donnelly LLP (filed herewith electronically).
23.1	Consent of Independent Registered Public Accounting Firm (filed herewith electronically).
23.2	Consent of Oppenheimer, Wolff and Donnelly LLP (included in Exhibit 5.1).
24.1	Powers of Attorney (filed herewith electronically).
99.1	Ecolab Savings Plan and ESOP — 2006 Restatement, effective January 1, 2006 (filed herewith electronically).
99.2	First Declaration of Amendment to Ecolab Savings Plan and ESOP — 2006, effective January 1, 2006 (filed herewith electronically).
99.3	Second Declaration of Amendment to Ecolab Savings Plan and ESOP — 2006, effective December 15, 2006 (filed herewith electronically).
99.4	Third Declaration of Amendment to Ecolab Savings Plan and ESOP — 2006, effective May 31, 2007 (filed herewith electronically).
99.5	Fourth Declaration of Amendment to Ecolab Savings Plan and ESOP — 2006, effective September 14, 2007 (filed herewith electronically).
99.6	Fifth Amendment to Ecolab Savings Plan and ESOP — 2006, effective January 1, 2008 (filed herewith electronically).
99.7	Sixth Amendment to Ecolab Savings Plan and ESOP — 2006, effective January 1, 2009 (filed herewith electronically).

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99.8 Seventh Amendment to Ecolab Savings Plan and ESOP — 2006, effective January 1, 2008 (filed herewith electronically).

Item 9.Undertakings.

(a)The undersigned registrant hereby undertakes:

(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

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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 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 March 1, 2010.

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 March 1, 2010 by the following persons in the capacities indicated.

Signature	Title
/s/Douglas M. Baker, Jr.	Chairman of the Board, President and Chief Executive Officer
Douglas M. Baker, Jr.	(principal executive officer) and Director
/s/Steven L. Fritze	Chief Financial Officer (principal financial officer)
Steven L. Fritze
/s/John J. Corkrean	Vice President and Corporate Controller (principal accounting
John J. Corkrean	officer)
/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, Victoria J. Reich and John J. Zillmer

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ECOLAB INC.

REGISTRATION STATEMENT ON FORM S-8

INDEX TO EXHIBITS

Exhibit No.	Item	Method of Filing
5.1	Opinion and Consent of Oppenheimer, Wolff and Donnelly LLP	Filed herewith electronically
23.1	Consent of Independent Registered Public Accounting Firm	Filed herewith electronically
23.2	Consent of Oppenheimer, Wolff and Donnelly LLP	Included in Exhibit 5.2
24.1	Powers of Attorney	Filed herewith electronically
99.1	Ecolab Savings Plan and ESOP — 2006 Restatement, effective January 1, 2006	Filed herewith electronically
99.2	First Declaration of Amendment to Ecolab Savings Plan and ESOP — 2006, effective January 1, 2006	Filed herewith electronically
99.3	Second Declaration of Amendment to Ecolab Savings Plan and ESOP — 2006, effective December 15, 2006	Filed herewith electronically
99.4	Third Declaration of Amendment to Ecolab Savings Plan and ESOP — 2006, effective May 31, 2007	Filed herewith electronically
99.5	Fourth Amendment to Ecolab Savings Plan and ESOP — 2006, effective September 14, 2007	Filed herewith electronically
99.6	Fifth Amendment to Ecolab Savings Plan and ESOP — 2006, effective January 1, 2008	Filed herewith electronically
99.7	Sixth Amendment to Ecolab Savings Plan and ESOP — 2006, effective January 1, 2009	Filed herewith electronically
99.8	Seventh Amendment to Ecolab Savings Plan and ESOP — 2006, effective January 1, 2008	Filed herewith electronically

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EX-5.1

Exhibit 5.1

Oppenheimer, Wolff & Donnelly, LLP

Plaza VII, Suite 3300

45 South Seventh Street

Minneapolis, MN  55402-1609

February 22, 2010

Ecolab Inc.

370 Wabasha Street North

Saint Paul, MN 55102

Re:	Ecolab Savings Plan and ESOP -
	Registration Statement

Greetings:

You have requested our opinion with respect to whether the Ecolab Savings Plan and ESOP, as the same has been amended and is set forth in the instrument entitled “Ecolab Savings Plan and ESOP — 2006,” including the first through seventh amendments of such instrument, complies with the requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

It is our opinion that the plan evidenced by the Ecolab Savings Plan and ESOP - 2006 instrument, as amended, complies with the requirements of ERISA.

The undersigned consents to the filing of this opinion as an exhibit to the above-captioned registration statement.

Very truly yours,

/s/Thomas E. Lund

Thomas E. Lund

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 26, 2010 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the 2009 Annual Report to Shareholders, which is incorporated by reference in Ecolab’s Annual Report on Form 10-K for the year ended December 31, 2009.  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

February 26, 2010

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 6,000,000 shares of Ecolab Inc. Common Stock, par value $1.00 per share, Preferred Stock Purchase Rights associated with the Common Stock, plus an indeterminate amount of interests to be offered or sold, all for the Ecolab Savings Plan and ESOP, 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 26th day of February, 2010.

/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

/s/John J. Zillmer

John J. Zillmer

EX-99.1

Exhibit 99.1

ECOLAB SAVINGS PLAN AND ESOP

2006

Declaration of Amendment and Restatement of the 2003 Revision

Pursuant to Section 10.2 of the Ecolab Savings Plan and ESOP - 2003 Restatement, the Company amends the Plan in its entirety to read as set forth in the attached instrument, entitled “Ecolab Savings Plan and ESOP — 2006.”  This amendment will generally be effective as of January 1, 2006.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its authorized officers and its corporate seal to be affixed, on the date written below.

Dated:  December 13, 2005

		ECOLAB INC.
(Seal)
		By:	/s/Steven L. Fritze
			Steven L. Fritze
			Executive Vice President and
			Chief Financial Officer
Attest:	/s/Lawrence T. Bell
	Lawrence T. Bell
	Senior Vice President – Law,
	General Counsel, and Secretary

ECOLAB SAVINGS PLAN AND ESOP

2006

ECOLAB SAVINGS PLAN AND ESOP

2006

Table of Contents

		Page
ARTICLE 1 DESCRIPTION AND PURPOSE		1
1.1.	Plan Name	1
1.2.	Plan Description	1
1.3.	Plan Purposes	1
ARTICLE 2 ELIGIBILITY		2
2.1.	Eligibility	2
2.2.	Transfer Among Participating Employers	2
2.3.	Multiple Employment	2
2.4.	Termination or Cessation to be a Qualified Employee	3
2.5.	Condition of Participation	3
2.6.	Termination of Participation	3
ARTICLE 3 CONTRIBUTIONS		4
3.1.	Before-Tax Savings Contributions	4
3.2.	Catch-Up Contributions	5
3.3.	Matching Contributions	5
3.4.	Rollovers	6
ARTICLE 4 TRUSTEE’S ACCOUNTS AND VALUATION		8
4.1.	Establishment of Accounts	8
4.2.	Valuation and Account Adjustment	9
4.3.	Allocations Do Not Create Rights	9
ARTICLE 5 PARTICIPANT INVESTMENT DIRECTION		10
5.1.	Establishment of Investment Funds	10
5.2.	Contribution Investment Directions	10
5.3.	Transfer Among Investment Funds	10
5.4.	Investment Direction Responsibility Resides With Participants	11
5.5.	Ecolab Stock Fund Rules	11
5.6.	Voting Ecolab Inc. Stock	11
5.7.	Special Restrictions	12
5.8.	Default Investments	13

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Table of Contents

(continued)

		Page
ARTICLE 6 WITHDRAWALS DURING EMPLOYMENT AND LOANS		14
6.1.	Withdrawals from After-Tax Savings Contribution Accounts	14
6.2.	Withdrawals from Rollover Accounts	14
6.3.	Hardship Withdrawals from Before-Tax Savings Contribution Funds	14
6.4.	Withdrawals from Merged Accounts	16
6.5.	Rules for Withdrawals	16
6.6.	No Withdrawals from Matching Contribution or Profit Sharing Accounts	16
6.7.	Plan Loans	16
6.8.	ESOP Dividend Distributions	19
ARTICLE 7 VESTING AND FORFEITURES		21
7.1.	Vesting	21
ARTICLE 8 DISTRIBUTIONS AFTER TERMINATION		22
8.1.	Distribution Events	22
8.2.	Form of Distribution	23
8.3.	Beneficiary Designation	23
8.4.	Assignment, Alienation of Benefits	24
8.5.	Payment in Event of Incapacity	24
8.6.	Payment Satisfies Claims	25
8.7.	Disposition if Distributee Cannot be Located	25
8.8.	Direct Rollovers	25
8.9.	Minimum Required Distributions On and After January 1, 2003	25
ARTICLE 9 CONTRIBUTION LIMITATIONS		28
9.1.	Before-Tax Savings Contribution Dollar Limitation	28
9.2.	Earnings on Excess Contributions	28
9.3.	Aggregate Defined Contribution Limitations	29
9.4.	Exclusion of Catch-Up Contributions	30
9.5.	Administrator’s Discretion	30
ARTICLE 10 ADOPTION, AMENDMENT AND TERMINATION		31
10.1.	Adoption by Affiliated Organizations	31
10.2.	Authority to Amend and Procedure	31
10.3.	Authority to Terminate and Procedure	31
10.4.	Vesting Upon Termination, Partial Termination or Discontinuance of Contributions	32
10.5.	Distribution Following Termination, Partial Termination or Discontinuance of Contributions	32

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Table of Contents

(continued)

		Page
ARTICLE 11 DEFINITIONS, CONSTRUCTION AND INTERPRETATIONS		33
11.1.	Account	33
11.2.	Active Participant	33
11.3.	Administrator	33
11.4.	Affiliated Organization	33
11.5.	After-Tax Savings Contributions	33
11.6.	After-Tax Savings Contribution Account	33
11.7.	Before-Tax Savings Contributions	33
11.8.	Before-Tax Savings Contribution Account	34
11.9.	Beneficiary	34
11.10.	Code	34
11.11.	Company	34
11.12.	Consent of Spouse	34
11.13.	Disabled	34
11.14.	Effective Date	35
11.15.	Eligible Earnings	35
11.16.	Eligible Rollover Distribution	35
11.17.	Employee	36
11.18.	ESOP	36
11.19.	ESOP Account	36
11.20.	Fund	36
11.21.	Governing Law	36
11.22.	Headings	36
11.23.	Hour of Service	36
11.24.	Leased Employee	38
11.25.	Limitation Year	38
11.26.	Loan Account	39
11.27.	Matching Contribution Account	39
11.28.	Matching Contributions	39
11.29.	Normal Retirement Date	39
11.30.	Number and Gender	39
11.31.	Participant	39
11.32.	Participating Employer	39
11.33.	Plan	39
11.34.	Plan Rule	39
11.35.	Plan Year	40
11.36.	Profit Sharing Account	40
11.37.	Profit Sharing Contributions	40
11.38.	Qualified Employee	40
11.39.	Required Distribution Age	41
11.40.	Rollover Account	41
11.41.	Section 415 Wages	41
11.42.	Termination of Employment	42

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Table of Contents

(continued)

		Page
11.43.	Treasury Regulations	42
11.44.	Trust	42
11.45.	Trustee	42
11.46.	Valuation Date	42
ARTICLE 12 ADMINISTRATION OF PLAN		43
12.1.	Administrator, Named Fiduciary	43
12.2.	Compensation and Expenses	43
12.3.	Adoption of Rules	43
12.4.	Administrator’s Discretion	43
12.5.	Indemnification	44
12.6.	Benefit Claim Procedure	44
12.7.	Correction of Errors	45
12.8.	Reliance on Information	45
12.9.	Funding Policy	45
12.10.	Board of Directors Actions	45
12.11.	Officers	46
ARTICLE 13 MISCELLANEOUS		47
13.1.	Merger, Consolidation, Transfer of Assets	47
13.2.	Limited Reversion of Fund	47
13.3.	Top-Heavy Provisions	48
13.4.	No Employment Rights Created	51
13.5.	Puerto Rican Participants	51
13.6.	Priority of Trust Agreement	51
13.7.	Uniformed Service	52
13.8.	Limitation on Actions	53

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ECOLAB SAVINGS PLAN AND ESOP

2006

ARTICLE 1
DESCRIPTION AND PURPOSE

1.1.Plan Name

The name of the Plan is the “Ecolab Savings Plan and ESOP.”

1.2.Plan Description

The Plan is a single profit sharing plan consisting of a profit sharing portion and stock bonus portion.  The stock bonus portion of the Plan constitutes an employee stock ownership plan within the meaning of Code section 4975(e)(7).  Salary reduction cash or deferred contributions and matching contributions are made to the profit sharing portion of the Plan.  All amounts invested in the Ecolab Stock Fund, other than those amounts invested by Participants employed in and subject to income taxation under the laws of the Commonwealth of Puerto Rico, are transferred to the stock bonus portion of the Plan.  The Plan is intended to qualify under Code section 401(a) and to satisfy the requirements of Code sections 401(k) and 401(m).  It will be a safe harbor plan described in Code section 401(k)(12), and employer matching contributions will satisfy the requirements of Code section 401(m)(11).  Notwithstanding the designation of the Plan as a profit sharing plan, a Participating Employer may make contributions to the Plan even though such employer has no current or accumulated earnings and profits.

1.3.Plan Purposes

The purposes of the Plan are to promote effort and cooperation on the part of participating employees; to provide a measure of economic security to each such employee by accumulating contributions for distribution upon retirement, as a supplement to other resources then available; and to permit participating employees to share in the profits and growth of the Participating Employer.

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ARTICLE 2

ELIGIBILITY

2.1.Eligibility

(A)          Except as provided in Subsection (B), each Qualified Employee who is regularly scheduled to work at least twenty hours per week and is not classified as a temporary employee under his or her Participating Employer’s job classification policies and procedures will become eligible to Participate in the Plan on the date on which he or she first performs services as a Qualified Employee.

(B)           A person who becomes a Qualified Employee by reason of an acquisition, merger, reorganization, consolidation or other corporate event but is not paid through the Company’s regular United States payroll system, will not become a participant until

(1)           the date he or she is added to and paid through such system, or

(2)           if earlier, the first day of the month that begins more than 90 days after he or she became a Qualified Employee; provided that the Plan Administrator may extend such 90-day period if he or she determines that the Company has been unable to complete the payroll processing for reasons beyond its control.

(C)           Each other Qualified Employee will become eligible to participate in the Plan on the date on which he or she has completed a 12-consecutive-month period of employment in which he or she has completed at least 1000 Hours of Service.

2.2.Transfer Among Participating Employers

A Participant who transfers from one Participating Employer to another Participating Employer as a Qualified Employee will continue to participate in the Plan as a Qualified Employee of such other Participating Employer.  During the Plan Year in which such transfer occurs, the Participant will participate based on his or her separate Eligible Earnings received from each Participating Employer for such Plan Year.

2.3.Multiple Employment

A Participant who is simultaneously employed as a Qualified Employee with more than one Participating Employer will participate in the Plan as a Qualified Employee of all such Participating Employers on the basis of his or her separate Eligible Earnings from each such Participating Employer.

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2.4.Termination or Cessation to be a Qualified Employee

No contribution will be made by or on behalf of a Participant after the Participant terminates employment with all Participating Employers, transfers to an Affiliated Organization that has not adopted the Plan, or transfers to an employment classification excluded from the definition of “Qualified Employee,” except for any Participating Employer contribution due on account of the portion of the Plan Year preceding the termination or transfer.  Such a Participant will be eligible to resume active participation in the Plan as of the date on which he or she first performs services as a Qualified Employee after reemployment with a Participating Employer.

2.5.Condition of Participation

Each eligible Qualified Employee, as a condition of participation, will be bound by all of the terms and conditions of the Plan and will furnish to the Administrator such pertinent information and execute such instruments as the Administrator may require.

2.6.Termination of Participation

A person will cease to be a Participant as of the date on which his or her employment has terminated and all benefits, if any, to which he or she is entitled under this Plan have been distributed.

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ARTICLE 3

CONTRIBUTIONS

3.1.Before-Tax Savings Contributions

(A)          Subject to the limitations of Article 9, for each Plan Year the Participating Employer of each Participant will make Before-Tax Savings Contributions to the Trust on behalf of such Participant in the amount by which the Participant’s Eligible Earnings have been reduced in accordance with the succeeding provisions of this section.  Before-Tax Savings Contributions will be paid to the Trustee as soon as administratively practicable after the date on which the Participant would have otherwise received the Eligible Earnings with respect to which such contribution is made.

(B)           Subject to the succeeding provisions of this section, a Participant may elect to reduce his or her Eligible Earnings by any one percent increment from one percent to 16 percent.  The percentage so elected will automatically apply to the Participant’s Eligible Earnings as adjusted from time to time.  A Participant’s election will be applied to his or her Eligible Earnings determined without regard  to the limitation of Code section 401(a)(17), but will not, for any Plan Year, exceed the specified maximum percentage of his or her Eligible Earnings determined with regard to such limitation.

(C)           Elections for Eligible Earnings reductions will be made in accordance with the election procedures established by the Administrator and in accordance with the following rules.

(1)           A Participant’s Eligible Earnings reductions will commence on the first payday that follows the processing of the Participant’s election.

(2)           A Participant may change the rate at which Eligible Earnings reductions will be made for the first payday that follows the processing of the Participant’s request for such a change.  The Participant’s Eligible Earnings reductions will continue at such changed rate until a further change by the Participant is processed.  Any such change must be to a percentage increment allowed under Subsection (B).

(3)           A Participant may suspend Eligible Earnings reductions as of the first payday that follows the processing of the Participant’s request for the suspension.  A Participant who has suspended Eligible Earnings reductions may resume such reductions as of the first payday that follows the processing of the Participant’s request for such resumption.

(4)           Eligible Earnings reductions for a Participant who has terminated employment, transferred employment to an Affiliated Organization that has not adopted the Plan or transferred employment classification to a classification not covered under this Plan, and who is reemployed with a Participating Employer or transfers to an employment classification that is covered under this Plan, as the case may be, will not be resumed unless the Participant again enrolls in the Plan following the occurrence of such event.

(5)           Participants on a leave of absence, other than a short-term disability leave during which the Participant continues to receive Eligible Earnings, will be deemed to have suspended Eligible Earnings reductions as of the payday which next follows the date on

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which the Administrator processes the appropriate suspension following receipt of notification of the commencement of the leave of absence.  A Participant’s Eligible Earnings reductions will be resumed upon the Participant’s return from a leave of absence of less than six months’ duration at the rate in effect prior to the leave unless the Participant changes the rate pursuant to paragraph (B).  After a Participant returns from a leave of six months’ duration or more, Eligible Earnings reductions will be resumed as of the first payday that follows the processing of the Participant’s request for such resumption.

(6)           Participants’ Eligible Earnings reductions may be made only on a continuing payroll period basis and in accordance with Plan Rules.  If any election or notice submitted by a Participant to the Administrator is not processed on a timely basis, no retroactive adjustments shall be made to take into account the effect of any such delay unless required by Treasury Regulations.

(7)           Before Tax Savings Contributions for a Participant who makes a hardship withdrawal pursuant to Section 6.3 will be automatically suspended for the six-month period beginning on the date of the withdrawal distribution.  Following the suspension period the Participant may again elect Eligible Earnings reductions in accordance with this subsection.

3.2.Catch-Up Contributions

(A)          Each Participant who has attained age 49 before the first day of a Plan Year may elect for such Plan Year Catch-Up Contributions, which consist of Eligible Earnings reductions and corresponding Before-Tax Savings Contributions in excess of any of the limitations of Article 9 or of a percentage limitation of Section 3.1.

(B)           Catch-Up Contributions elected by a Participant for any Plan Year may not exceed the lesser of

(1)           the applicable dollar amount specified in Code section 414(v) and

(2)           the excess of the Participant’s Eligible Earnings over the amount of other Before-Tax Savings Contributions made on the Participant’s behalf for such Plan Year.

(C)           Catch-Up Contributions will be elected in accordance with the procedures prescribed by the Administrator.

(D)          Catch-Up Contributions will be allocated to the Participant’s Before-Tax Savings Contribution Account.

3.3.Matching Contributions

(A)          Subject to the limitations of Article 9, each Participating Employer will contribute to the Trust on behalf of each Participant who is a Qualified Employee of such Participating Employer an amount equal to the sum of the following amounts:

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(1)           the amount of Before-Tax Savings Contributions, including Catch Up Contributions, made for such Participant that does not exceed three percent of such Participant’s Eligible Earnings, and

(2)           one-half of the amount of the Before-Tax Savings Contributions, excluding Catch Up Contributions, made for such Participant that exceeds three percent of such Participant’s Eligible Earnings but does not exceed five percent of such Participant’s Eligible Earnings.

(B)           Matching Contributions for a Participant will be determined for each payroll period on the basis of the Participant’s Eligible Earnings paid and Before-Tax Savings Contributions, including Catch Up Contributions, made for such payroll period.  All Matching Contributions made with respect to a Before-Tax Savings Contribution during a calendar quarter will be paid to the Trustee on such date or dates as the Participating Employer may elect not later than the last day of the succeeding calendar quarter.

(C)           No Matching Contribution will be made with respect to any portion of a Participant’s Before-Tax Contributions that is forfeited or returned to the Participant pursuant to Article 9.  (For this purpose all such forfeitures and distributions will be deemed to be made first from any Before-Tax Contributions with respect to which no Matching Contribution was made.)  Any Matching Contribution that is, by reason of errors in projecting the amount of a Participant’s Before-Tax Savings Contributions or otherwise, allocated to a Participant’s Account and subsequently determined to violate the foregoing provision will be subtracted from such Account as soon as practicable, increased by fund earnings and decreased by fund losses attributable to such Matching Contribution.

(D)          Matching Contributions will be invested in the Ecolab Stock Fund.  To the extent such contribution is made in the form of treasury stock or authorized but unissued stock, for purposes of determining the value of the contribution and allocating the contribution to the Participants’ Accounts, the value of such stock will be its fair market value at the close of business on the day preceding the day on which the transfer to the Trustee is directed, as determined by the Administrator.

(E)           All Matching Contributions will be invested in the Participant’s ESOP Account, which is intended to satisfy the requirements of an Employee Stock Ownership Plan within the meaning of Code section 404(k)(3); provided that this subsection will not apply to Matching Contributions made for Participants who are employed in and subject to income taxation under the laws of the Commonwealth of Puerto Rico.

3.4.Rollovers

(A)          A Participant may, with the prior consent of the Administrator, contribute to the Trust, within 60 days of receipt,

(1)           an Eligible Rollover Distribution, excluding after-tax contributions, from a plan qualified under Code section 401(a), an annuity plan under Code section 403(b), an annuity contract under Code section 403(a), or an eligible deferred compensation plan

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under Code section 457(a) maintained by a governmental employer described in Code section 457 (e)(1)(A); or

(2)           the balance of an individual retirement account to which the only contributions have been one or more Eligible Rollover Distributions described in clause (1), excluding after-tax contributions.

(B)           Any contribution to the Trust pursuant to Subsection (A) must be made in cash.  Any funds received by the Trust under this Section will be credited to the Participant’s Rollover Account.

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ARTICLE 4

TRUSTEE’S ACCOUNTS AND VALUATION

4.1.Establishment of Accounts

The following Accounts will be established and maintained for each Participant in each of the portions of the Plan that constitute a profit sharing plan and a stock bonus plan (the ESOP):

(A)          Before-Tax Savings Contribution Account, to which there will be credited the amount of Before-Tax Savings Contributions and Catch-Up Contributions the Participating Employer has made on the Participant’s behalf

(B)           After-Tax Savings Contribution Account, to which there will be credited the amount of After-Tax Savings Contributions made under prior provisions of the Plan.  Within such Account, contributions made prior to January 1, 1987, and earnings on such contributions will be separately identified.

(C)           Matching Contribution Account, to which there will be credited the amount of Matching Contributions made on the Participant’s behalf.  Matching Contributions will be made to the portion of the Plan that is not an ESOP.  Matching Contributions made on behalf of Participants who are not employed in and subject to income taxation by the Commonwealth of Puerto Rico will be immediately transferred to the Participant’s ESOP Account.

(D)          Profit Sharing Contribution Account, to which there will be credited Profit Sharing Contributions made prior to March 1, 2002, on the Participant’s behalf under the prior provisions for the Plan.

(E)           Rollover Account, to which there will be credited the amount of any rollover contribution.

(F)           Loan Account, in which there shall be evidenced the then outstanding principal and interest amounts due from the Participant to the Trust because of a loan to the Participant.

(G)           One or more additional accounts or subaccounts may be established and maintained for any Participant or group of similarly situated Participants in connections with the merger of another plan into the Plan, in which case, provisions applicable solely to such accounts or subaccounts will be set forth in an amendment to the Plan.

(H)          To the extent that a Participant who is not employed in and subject to income taxation by the Commonwealth of Puerto Rico elects to invest any of the Participant’s Accounts in the Ecolab Stock Fund, such investment in the Ecolab Stock Fund will be transferred to the Participant’s ESOP Account while so invested.  Any portion of a Participant’s Accounts transferred to the Participant’s ESOP Account pursuant to a prior provision of the Plan will remain allocated to the Participant’s ESOP Account except to the extent the Participant elects to transfer the Account out of the Ecolab Stock Fund.

(I)            Notwithstanding the prior provisions, contributions made on behalf of a Participant or investment elections in the Ecolab Stock Fund made for a Participant who is

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employed in and subject to income taxation by the Commonwealth of Puerto Rico will not be included in the ESOP portion of the Plan.

4.2.Valuation and Account Adjustment

As of the close of business on each Valuation Date, each Participant’s Accounts within each investment fund established pursuant to Section 5.1 will be separately adjusted for income, expense, gains and losses of the investment fund since the last prior adjustment in a manner determined by the Administrator to be uniform and equitable.

4.3.Allocations Do Not Create Rights

The fact that allocations are made and credited to the Accounts of a Participant will not vest in the Participant any right, title or interest in or to any portion of the Fund except at the time or times and upon the terms and conditions expressly set forth in the Plan.  Notwithstanding any allocation or credit to the Account of any Participant, the issuance of any statement to the Participant or the distribution of all or any portion of a Participant’s Account balance, the Administrator may direct the Participant’s Account to be adjusted to the extent necessary to correct any error in such Account, whether caused by a misapplication of any provision of the Plan or otherwise, and may recover from the Participant or the Participant’s Beneficiary the amount of any excess distribution.  Any such adjustment will be made within a reasonable time after the error is discovered.

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ARTICLE 5

PARTICIPANT INVESTMENT DIRECTION

5.1.Establishment of Investment Funds

(A)In order to allow each Participant to determine the manner in which his or her Accounts will be invested, the Trustee will maintain, within the Trust, such separate investment Funds of such nature and possessing such characteristics as the Company may from time to time direct.  Except as provided in Section 5.5, each Participant’s Accounts will be invested in the investment Funds in accordance with the procedures set forth in the succeeding provisions of this article.  The Company may, from time to time, direct the Trustee to establish additional investment Funds or to terminate any existing investment fund.

(B)Except as the Company otherwise directs, the investment Funds maintained by the Trustee will include the Ecolab Stock Fund, which will be invested primarily in the common stock of Ecolab Inc.

5.2.Contribution Investment Directions

(A)Subject to the provisions of Section 5.5, each Participant may direct the manner in which future contributions made by or for him or her will be invested among the Funds established pursuant to Section 5.1, in one percent increments.  Investment selections must be made in the aggregate with respect to all of the Participant’s Accounts, except that a separate investment selection may be made with respect to the investment of a Rollover Contribution, which separate investment selection will apply until the Participant directs a change in the manner in which current Account balances are invested, at which time the Rollover Account shall become subject to the same rules, with respect to investment selections, as the Participant’s other Accounts.  Each such direction will first be made in accordance with the investment selection procedures established by the Administrator in conjunction with the Participant’s enrollment in the Plan or rollover, as the case may be.

(B)A Participant may direct a change in the manner in which future contributions to his or her Accounts will be invested among the investment Funds.  Such a direction will be subject to the rules set forth in Subsection (A), and will be effective for contributions received by the Trustee after the Participant requests such change in accordance with the investment selection procedures established by the Administrator.

5.3.Transfer Among Investment Funds

(A)Subject to Subsection (B) and Section 5.5, a Participant may direct the transfer of his or her Accounts among the investment Funds in any one percent increment of the aggregate of his or her Accounts or in any dollar amount not less than the minimum specified by Plan Rules.

(B)A Participant’s right to transfer investments will be subject to, and limited by, restrictions imposed by the managers of the investment funds involved in the transfer.

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(C)Each transfer direction will be given effect not later than the close of the first banking business day following the Trustee’s receipt of the Participant’s transfer direction made in accordance with the investment selection procedures established by the Administrator; provided that if the Trustee, for any reason, is unable to complete the transfer by such time, it will complete the transfer as soon as practicable.

(D)Any transfer from the Ecolab Stock Fund to another investment fund (other than a diversification pursuant to section 5.6) will constitute a transfer out of the Participant’s ESOP Account to the non-ESOP portion of the Plan.

5.4.Investment Direction Responsibility Resides With Participants

Neither the Administrator nor the Trustee will have any authority, discretion, responsibility or liability with respect to a Participant’s selection of the investment funds in which his or her Accounts will be invested, the entire authority, discretion and responsibility for, and any results attributable to, the selection being that of the Participant.

5.5.Ecolab Stock Fund Rules

(A)Each Profit Sharing Account and each Matching Contribution Account will be invested in the Ecolab Stock Fund and be included in the ESOP until such investment is changed by a Participant’s investment direction.  A Participant may change the investment form of an amount held in an ESOP Account in accordance with the terms of Section 5.3, but subject to Sections 4.1(H) and 4.1(I).

(B)Any proceeds from a tender of Ecolab Inc. stock will be allocated among the Accounts of the Participants and Beneficiaries to which the tendered stock was attributable.  Such proceeds will be held in a subaccount of the Ecolab Stock Fund and invested in the manner prescribed by Plan Rules.

5.6.Voting Ecolab Inc. Stock

(A)Each Participant and Beneficiary with an interest in the Ecolab Stock Fund will be afforded the opportunity to direct the manner in which shares of Ecolab Inc. common stock in the Fund will be voted in connection with all stockholder actions of Ecolab Inc.  In the event of a public tender or exchange offer for shares of common stock of Ecolab Inc., each Participant and Beneficiary will be entitled to direct whether or not the shares in the Fund will be tendered for sale or exchange in connection with such offer.  Solely for purposes of the preceding sentence, each Participant and Beneficiary is designated as a “named fiduciary” within the meaning of section 403(a)(1) of ERISA.  Each Participant’s or Beneficiary’s direction will apply to the number of shares in the Fund that bears the same ratio to the total shares in the Fund as the value of the Participant’s or Beneficiary’s Account investments in the Fund bears to the total value of the Fund.

(B)The Administrator will, prior to each meeting of Ecolab Inc. stockholders, cause to be furnished to each such Participant and Beneficiary a copy of any proxy solicitation material prepared by Ecolab Inc., together with a form requesting confidential directions on how the shares of Ecolab Inc. stock attributable to the Participant’s or Beneficiary’s Account will be

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voted on each matter to be brought before such meeting.  The Administrator will use his or her best efforts to ensure that each Participant and Beneficiary receives such information as will be distributed to stockholders of Ecolab Inc. in connection with any public tender or exchange offer for shares of Ecolab Inc. common stock and that each receives instructions for giving confidential directions to the Trustee.

(C)The Trustee will hold all directions received from Participants and Beneficiaries pursuant to this subsection in strict confidence and will not disclose any such direction to any person, including any officer or employee of the Company or of an Affiliated Organization, except as may be required to allow independent inspectors of election to certify voting results or to satisfy the requirements of law.

(D)The Trustee will vote the number of full and fractional shares attributable to each Participant’s and Beneficiary’s Account as directed by the Participant or Beneficiary if the direction is received in time for the direction to be processed.  In the case of a public tender or exchange offer, the Trustee will tender the shares attributable to a Participant’s or Beneficiary’s Account if so directed by the Participant or Beneficiary, and will not tender shares attributable to the Account of a Participant or Beneficiary who either directs that such shares not be tendered or does not furnish a timely direction to the Trustee.

(E)The Trustee will vote any Ecolab Inc. stock with respect to which it does not receive timely directions so that the proportion of such stock voted in any particular manner on any matter is the same as the proportion of the stock with respect to which the Trustee has received timely directions which is so voted.  If a public tender or exchange offer is made and the Trustee holds any Ecolab Inc. stock that is not attributable to any Participant’s or Beneficiary’s share of the Ecolab Stock Fund, the Trustee will tender a portion of such stock so that the proportion of such stock that is tendered is the same as the proportion of the stock attributable to Participants’ and Beneficiaries’ Accounts for which the Trustee has received instructions is tendered.

5.7.Special Restrictions

Notwithstanding any contrary provision of this Plan, in the event of significant unanticipated changes in the value or character of any investment fund or of any asset held in a fund, a change of investment manager, record keeper or trustee, or other similar event, the Company may, in its discretion, take such action as it deems necessary to prevent inequities, losses to the Plan or Participants or other adverse consequences or for the proper administration of the Plan and Trust, including but not limited to the following:

(a)Segregate any assets of an investment fund in a separate fund in which each Participant’s and Beneficiary’s interest is proportionate to his or her interest in the original investment fund and prescribe special rules with respect to such segregated fund;

(b)Limit or prohibit any withdrawal, loan or transfer from any one or more of the investment funds;

(c)Limit or prohibit any transfer of funds to or the investment of contributions in any one or more of the investment funds;

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(d)Suspend distributions from the Plan or from any investment fund for a period permitted by law.

5.8.Default Investments

(A)If a Participant or Beneficiary fails to give instructions with respect to the investment of his or her Accounts in connection with a change in the Trustee or other termination of an investment Fund in which the Accounts are invested, the Accounts will be invested in the investment Fund or Funds then available under the Plan that the Administrator determines to have investment characteristics most similar to the Fund or Funds in which the Accounts were previously invested.

(B)If a Participant or Beneficiary fails to give instructions with respect to the investment of a contribution to his or her Accounts, other than a contribution required to be invested in the Ecolab Stock Fund, or of the proceeds from a tender of Ecolab Inc. stock, the contribution or proceeds will be invested in the Fund specified by Plan Rules.

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ARTICLE 6

WITHDRAWALS DURING EMPLOYMENT AND LOANS

6.1.Withdrawals from After-Tax Savings Contribution Accounts

Subject to the succeeding provisions of this section and Section 6.4, an Active Participant may withdraw from the After-Tax Savings Contribution Accounts in an amount not in excess of the amount of the balance of such Accounts.  For federal income tax purposes, all withdrawals will be deemed to be made from contributions made before 1987 until the aggregate withdrawals equal the After-Tax Savings Contributions made before 1987 and then proportionately from the remaining contributions and earnings.  The amounts will be withdrawn ratably from the investment funds in which the Accounts are invested.

6.2.Withdrawals from Rollover Accounts

(A)Subject to the provisions of Section 6.45, an Active Participant may withdraw from the Rollover Accounts an amount not in excess of the balance of such Rollover Accounts.

(B)No withdrawal pursuant to this Section may be made until the aggregate amount of contributions withdrawn from the Participant’s After-Tax Savings Contributions Accounts equals or exceeds the aggregate contributions made to the After-Tax Savings Contribution Accounts.

(C)No withdrawal from the Rollover Accounts will be made without the consent of the Participant’s spouse if such account contains any amount transferred directly from a plan required by Code section 401(a)(11) to provide annuity distributions.

(D)Withdrawals from the Rollover Accounts will be made ratably from the investment funds in which the Participant’s Rollover Accounts are invested.

6.3.Hardship Withdrawals from Before-Tax Savings Contribution Funds

(A)Subject to the provisions of Section 6.45, an Active Participant may withdraw from his or her Before-Tax Savings Contribution Accounts an amount not in excess of the amount of Before-Tax Savings Contributions made on the Participant’s behalf on or prior to the date of distribution, reduced by the amount of Before-Tax Savings Contributions previously distributed from such Accounts, and further reduced by the total outstanding balance of all loans to the Participant charged to such Accounts.  Such withdrawal will be made only if the Administrator determines that the distribution is made on account of an immediate and heavy financial need of the Participant and is necessary to satisfy such financial need.

(B)The amount subject to withdrawal will include any earnings credited to the Participant’s Before-Tax Savings Contribution Accounts on or before December 31, 1988, to the extent not previously withdrawn or distributed, and will exclude any Matching Contributions redesignated as Before-Tax Savings Contributions.

(C)A distribution will be deemed to be made on account of an immediate and heavy financial need only if the Participant establishes that the withdrawal is made on account of a

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purpose specified in Treasury Regulations as constituting as deemed financial hardship.  Such purposes include:

(1)expenses for medical care, described in section 213(d) of the Code, incurred or to be incurred by the Participant, the Participant’s spouse or the Participant’s dependent (as described in Code Section 152);

(2)costs directly related to the purchase (excluding mortgage payments) of a principal residence of the Participant;

(3)payment of tuition and related educational expenses for the next year of post-secondary education for the Participant or his or her spouse, child or other dependent;

(4)payments necessary to prevent the eviction of the Participant from his or her principal residence or foreclosure of the mortgage on the Participant’s principal residence;

(5)payment of funeral or burial expenses for the Participant’s spouse, child, parent or dependent; and

(6)payment of expenses of repair of damage to the Participant’s principal residence from storm, fire, flood and similar casualties.

(D)A distribution will be deemed to be necessary to satisfy the immediate and heavy financial need of the Participant only if the Administrator determines that each of the following requirements is satisfied.

(1)The distribution is not in excess of the sum of the amount of the immediate and heavy financial need of the Participant plus, if elected by the Participant, the amount of taxes required to be withheld from the distribution.

(2)The Participant has received all withdrawals, has elected distribution of all available dividends under the ESOP, and has taken all nontaxable loans available under all qualified plans maintained by any Affiliated Organization.

(3)All Before-Tax Savings Contributions and all elective deferrals and after-tax employee contributions under any plan maintained by any Affiliated Organization by or on behalf of the Participant will be suspended for a period of at least six months following the date of the distribution.

(E)The Administrator’s determination of the existence of a Participant’s financial hardship and the amount that may be withdrawn to satisfy the need created by such hardship will be made in accordance with Treasury Regulations and will be final and binding on the Participant. Such withdrawal distribution will be made as soon as administratively practicable following the Administrator’s determination that a financial hardship exists and will be based on the amount of the balances of the Participant’s Before-Tax Contribution Accounts on the date of the distribution.  The amounts distributed will be made ratably from investment accounts in which the Participant’s Before-Tax Contribution Accounts are invested.  The Administrator will

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not be obligated to supervise or otherwise verify that amounts withdrawn are applied in the manner specified in the Participant’s withdrawal application.

6.4.Withdrawals from Merged Accounts.

(A)If a portion of a Participant’s Account is attributable to a merger of another plan into this Plan and such other plan permitted in service withdrawals, the rules of the prior plan will continue to apply to such portion of the Accounts.

(B)A Participant who has attained age 59-1/2 will be entitled to withdraw amounts from the portion of his or her Account attributable to the funds merged into this Plan from the Midland Research Laboratories, Inc. 401(k) Profit Sharing Plan..

6.5.Rules for Withdrawals

(A)No Participant may make more than two withdrawals during any Plan Year under this article; provided that this rule will not limit hardship withdrawals under Section 6.3.

(B)A withdrawal request other than a hardship withdrawal under Section 6.3 may not be made in an amount less than the lesser of Two Hundred Dollars or the balance of the Accounts from which the withdrawal is made.

(C)A withdrawal distribution will be made only upon the Participant’s application in the manner prescribed by the Administrator.

(D)The provisions of Section 8.8 will apply to any withdrawal distribution that constitutes an Eligible Rollover Distribution.

(E)No Participant who has outstanding any loan from the Plan will be entitled to make any withdrawal, other than a hardship withdrawal under Section 6.3, to the extent that the outstanding balance of the loans would exceed fifty percent (50%) of the Participant’s vested Account balance immediately after the withdrawal.

6.6.No Withdrawals from Matching Contribution or Profit Sharing Accounts

In no case may a Participant make a withdrawal from the Matching Contribution Accounts or Profit Sharing Accounts while employed with an Affiliated Organization prior to his or her Required Distribution Age, other than those loans specifically described in Section 6.7.

6.7.Plan Loans

(A)Each Participant and Beneficiary who is employed by an Affiliated Organization or is otherwise a “party in interest” within the meaning of the Employee Retirement Income Security Act of 1974 is entitled to borrow funds from the Trust, by loan application to the Administrator in the manner prescribed by Plan Rule, subject, however, to the succeeding provisions of this section.

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(1)The amount of the loan may not cause the aggregate amount of outstanding loans to the borrower to exceed the lesser of:

(a)$50,000, reduced by the excess of

(i)the borrower’s highest outstanding loan balance during the 12-month period ending on the date of the loan over

(ii)the loan balance outstanding immediately prior to the loan; and

(b)50% of the borrower’s vested interest in the Accounts under the Plan on the date of the loan, determined, in the case of a Participant who is actively employed with a Participating Employer, as if the Participant had terminated employment on such date.

(2)The borrower’s outstanding loan balance on a given date will include any loan that is deemed distributed and that has not been repaid, but will not include any loan amount that is repaid by an offset or acceleration of the borrower’s distribution.

(3)No individual loan will be made in an amount less than $500.

(4)No borrower may have outstanding at any time more than one loan with a maturity date more than five years from the date of the loan or more than one loan with a maturity date five years or less from the date of the loan.

(5)No loan will be made to any person who fails to satisfy uniform, commercially reasonable standards, related solely to ability to repay, established by Plan Rules.

(6)No loan will be made to a Beneficiary, and the Administrator will not commence processing a Beneficiary’s loan application, prior to the Administrator’s determination of the identity of and amount distributable to such Beneficiary.

(B)Subject to the restriction of clause (5) of Subsection (A), a loan will be charged against the borrower’s Accounts in the order below.

(1)Before-Tax Savings Contribution Account;

(2)Rollover Account;

(3)Matching Contribution Account; and

(4)After-Tax Savings Contribution Account.

(C)No loan will be charged against any contribution type until the funds available for loans in any prior contribution type in such order have been exhausted.  The loan proceeds will be obtained on a substantially pro rata basis from the investment fund or funds in which the Account or Accounts from which the loan is to be made are invested, disregarding any amounts described in clause (5) of Subsection (A).

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(D)Each loan will bear interest on the unpaid principal balance at the rate charged for a loan for a similar term with similar security by the commercial lending institution designated by the Administrator from time to time as of the first banking day of the last month of the calendar quarter preceding the quarter in which the loan is made.

(E)The borrower must execute a customary form of promissory note that:

(1)Creates in the Trust a valid first lien against one-half of the borrower’s entire right, title and interest in and to his or her Accounts in the Plan as of the date of the loan;

(2)Provides for a maturity date not exceeding five years from the date of the loan or, if the Administrator determines at the time the loan is made that the proceeds of the loan are to be used to purchase a house, town home, apartment, condominium or mobile home used, or intended to be used within a reasonable time after the loan is made, as the borrower’s principal residence, not exceeding ten years from the date of the loan;

(3)Provides for payments of principal and interest in equal installments of such frequency, not less frequently than quarterly, in such minimum amounts and for such maximum period as the Plan Rules prescribe;

(4)Provides that upon default in payment or otherwise, and upon the borrower’s death, that (i) the unpaid indebtedness will be accelerated and satisfied from any distribution then due and from the vested balance of the borrower’s Accounts that could then be distributed to the borrower or any Beneficiary with a corresponding reduction in the borrower’s Account balance; and (ii) if any unpaid indebtedness remains, then the entire outstanding balance of the loan will be deemed a distribution as of the last day of the calendar quarter following the calendar quarter in which the required installment payment was due.

(F)Each Participant who is employed by a Participating Employer must authorize the Participating Employer to deduct from the Participant’s pay the amount of payments due under the terms of any such loan, and each borrower must provide such documents as may from time to time be required by Plan Rules.

(G)Each loan will be a loan by the Trust Fund, but for trust accounting purposes the loan will be deemed made from the borrower’s own Accounts, and the note executed by the borrower will be deemed to be an asset of such Accounts.  Upon making a loan, the borrower’s Account or Accounts and the investment fund or funds from which the loan is made will be reduced by an amount equal to the principal balance of the loan, and a Loan Account will be established for the borrower with an initial balance equal to the principal amount of such loan.  All such Loan Accounts will be excluded for purposes of determining and allocating the net earnings (or losses) of the Trust.  A borrower’s repayments of principal and payments of interest will be credited to the Accounts from which the loan proceeds were obtained in reverse of the order in which the loan amount was taken from such Accounts until the amount borrowed from each such Account has been fully replaced by principal repayments.  Upon the Trustee’s receipt of a loan payment, the Loan Account of the borrower will be reduced by the amount of the principal payment credited to such borrower’s Accounts.  Repayments of loan principal and

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payments of interest will be invested among the investment funds in accordance with the borrower’s most recent investment directions with respect to new contributions under the Plan, but if no contributions are currently being made to the borrower’s Accounts and the borrower does not file a new investment direction, such repayments will be invested in the Fund specified by Plan Rules.

(H)The Administrator will establish a means pursuant to which a borrower may make loan repayments by payroll deduction or other periodic payments.  The outstanding balance of any loan, including any accrued interest, may be repaid in whole or in part at any time prior to the maturity date without penalty.

(I)A Participant who takes a leave of absence, either without pay or at a rate of pay (after withholding for income and employment taxes) that is less than the amount of the installment payments required under the terms of the loan, will not be considered in default on a loan payment solely because payments are not made or are reduced during a leave of absence; provided that the period does not exceed one year.  The outstanding loan balance may be reamortized over a period not exceeding five years (or not exceeding 10 years, as applicable for a home loan) from the original date of the loan, and payments must resume immediately after the leave of absence ends or, if earlier, after the first year of the leave.  Payments, as reamortized, must be equal to or greater than those under the terms of the original loan.

(J)A Participant who takes a leave of absence for the purpose of performing service in the uniformed services of the United States, within the meaning of Code section 414(u), will not be considered in default on a loan payment solely because payments are not made or are reduced during the period of such service.  The loan payments must resume immediately after the period of uniformed service ends.  The balance of the loan will be payable over the remaining original term, not taking into account the period during which payments were suspended.  The resumed payments must be equal to or greater than those under the terms of the original loan.

(K)Any fee imposed by the Trustee or another third party for initiating or maintaining a Participant’s loan will be charged against the Participant’s accounts as a special expense of administration.

(L)By borrowing from the Trust, the Participant waives any right he or she may have to require the Trustee to produce an original copy of any document related to the loan, including the Participant’s note, and agrees that the Trustee may enforce the Participant’s obligation by producing a copy of any such document produced by microfilm, digital storage or similar method.

(M)Plan Rules may specify such other terms and conditions as the Administrator may deem necessary or desirable for the administration of loans.

6.8.ESOP Dividend Distributions.

(A)Each Participant will elect, in the manner prescribed by the Administrator, whether to receive from the ESOP the dividends paid by the Company to the ESOP with respect to its stock attributable to such Participant’s vested interest in the ESOP.  A Participant who fails to make an election will be deemed to have elected not to receive distribution of such dividends.

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(B)A Participant’s election will be effective with respect to all dividends paid to the ESOP after the date of the election until a new election takes effect.  A Participant may make a new election at any time except during the blackout period designated by the Administrator before and after the date the Company’s dividend is paid.

(C)The aggregate amount of dividends received by the ESOP during a calendar year that a Participant has elected to receive will be paid to the Participant in a single lump sum payment following the Company’s last dividend payment of the year, and in all events not later than 90 days after the close of such year.  Notwithstanding the Participant’s election, if the total amount the Participant would receive for a year is less than the minimum dividend distribution amount specified by Plan Rules, the Participant shall be deemed to have elected not to receive distribution of any dividends for such year.

(D)Dividends received by the Trustee that Participants have elected to receive will be invested in an investment fund specified by Plan Rule pending distribution to Participants following the final dividend payment of the year.  The amount distributed to each Participant shall not be increased by earnings of such investment fund but will be reduced by any investment loss.  Any dividends in such investment fund that are not distributed to a Participant because of the minimum distribution rule will be reinvested in the Ecolab Stock Fund and credited to such Participant’s ESOP Account at the time dividends in such investment account are distributed to Participants.  Any earnings in such investment fund will not be distributed but will be credited to the Participant’s ESOP Account investment in the Ecolab Stock Fund as earnings.

(E)To the extent that a Participant does not elect to receive a distribution of dividends paid with respect to the Participant’s ESOP Account, the dividends so paid shall be credited to the Participant’s ESOP Account and reinvested in the Ecolab Stock Fund.

(F)A Participant’s election to receive distribution of dividends paid with respect to the Participant’s ESOP Account will become irrevocable with respect to a Company dividend at the time of the election blackout period preceding the dividend payment.  Any distribution made to the Participant following the date an election has become irrevocable will, to the extent it includes dividends to which the election applied, be deemed to constitute a distribution of such dividends.  Such distribution of dividends will not be an Eligible Rollover Distribution.

(G)No dividends will be distributed from a Participant’s ESOP Account to the extent attributable to the portion of such Account that is not vested.

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ARTICLE 7

VESTING AND FORFEITURES

7.1.Vesting

(A)Each Participant who is employed by a Participating Employer after February 28, 2002, will always have a fully vested, nonforfeitable interest in his or her Before-Tax Savings Contribution Accounts, After-Tax Savings Contribution Accounts, Rollover Accounts, Profit Sharing Accounts, and Matching Contribution Accounts.

(B)A Participant who is not employed by a Participating Employer after February 28, 2002, will always have a fully vested, nonforfeitable interest in his or her Before-Tax Savings Contribution Accounts, After-Tax Savings Contribution Accounts, Profit Sharing Accounts, and Rollover Accounts.  A Participant who is not employed by a Participating Employer after February 28, 2002, will acquire a fully vested nonforfeitable interest in the Matching Contribution Accounts or will forfeit such Accounts under the vesting provisions of the Plan in effect on February 28, 2002.

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ARTICLE 8

DISTRIBUTIONS AFTER TERMINATION

8.1.Distribution Events

(A)If the aggregate balance of the Participant’s vested interest in his or her Accounts under the Plan at the time of the distribution is not more than $5000, distribution will be made in a lump sum as soon as practicable following termination of the Participant’s employment and, in any event, not later than one year following the end of the Plan Year in which the Participant’s employment terminates.

(B)If the aggregate balance of the Participant’s vested interest exceeds $5000, distribution following termination of the Participant’s employment will be made on or as soon as administratively practicable following such date as the Participant elects in accordance with Plan Rules.  If the Participant does not otherwise elect, distribution will be made not later than the earlier of -

(1)the sixtieth day following the close of the Plan Year during which there occurs the latest of -

(a)the date the Participant terminates employment;

(b)the Participant’s Normal Retirement Date; and

(c)the tenth anniversary of the Participant’s commencement of participation in the Plan; and

(2)April 1 of the calendar year following the calendar year during which the Participant attains the Required Distribution Age.

(C)A Participant who is entitled to elect the time of distribution may, by written notice to the Administrator, defer distribution to a date not later than April 1 of the calendar year following the calendar year during which the Participant attains the Required Distribution Age.  The notice must be delivered to the Administrator not later than 30 days prior to the date distribution would occur without a deferral election and must specify the date on which and, if more than one form of distribution is available, the form in which, distribution is to be made.

(D)Any distribution to the Participant’s Beneficiary will be made not later than the last day of the year following the year in which the Participant’s death occurs; provided, that, if the Participant’s surviving spouse is the Beneficiary, the Participant and such spouse were married throughout the one-year period ending at the Participant’s death, and the value of the Participant’s Account exceeds $5000, such spouse may elect, by a signed, written notice delivered to the Administrator prior to distribution, to defer the distribution to a specified date not later than the date the Participant would have attained age 70-1/2.  If the Participant’s surviving spouse dies prior to distribution of benefits to such spouse, distribution will be made as soon as practicable after such spouse’s death.

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8.2.Form of Distribution.

(A)All distributions, other than those that commenced in another form prior to January 1, 2002, will be made in a lump sum.

(B)To the extent that the Participant’s Account is invested in the Ecolab Stock Fund, distribution will be made in shares of Ecolab Inc. common stock or cash, whichever the Participant or Beneficiary, as the case may be, elects; provided that, first, only a whole number of shares may be distributed in kind and the balance of any distribution will be paid in cash; and second, if the Participant or Beneficiary does not make an election, any distribution will be made in cash.

(C)If the value of the Participant’s Accounts exceeds $1000 but does not exceed $5000 and the Participant does not elect another form of distribution, the Accounts will, following notice to the Participant, be distributed as a direct rollover to an individual retirement account selected by the Administrator in accordance with Code section 401(a)(31)(B).

8.3.Beneficiary Designation

(A)Each Participant may designate, on forms furnished by the Administrator, one or more persons to be primary Beneficiaries or alternative Beneficiaries for all or a specified fractional part of his or her aggregate Accounts and may change or revoke any such designation from time to time.  No such designation, change or revocation will be effective unless executed by the Participant and received by the Administrator during the Participant’s lifetime.  Except as provided in Subsection (D), no such change or revocation will require the consent of any person.

(B)If a Participant

(1)fails to designate a Beneficiary, or

(2)revokes a Beneficiary designation without naming another Beneficiary, or

(3)designates as Beneficiaries one or more persons none of whom survives the Participant,

for all or any portion of the Participant’s Accounts, such Accounts or portion will be distributed to the first class of the following classes of automatic Beneficiaries that includes a member surviving the Participant:

Participant’s spouse;

Participant’s issue, per stirpes and not per capita;

Representative of Participant’s estate.

(C)When used in this section and, unless the designation otherwise specifies, when used in a Beneficiary designation:  the term “per stirpes” means in equal shares among living children and the issue (taken collectively) of each deceased child, with such issue taking by right of representation; “children” means issue of the first generation; and “issue” means all persons who are descended from the person referred to, either by legitimate birth or legal adoption.  The

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automatic Beneficiaries specified above and, unless the designation otherwise specifies, the Beneficiaries designated by the Participant, will become fixed as of the Participant’s death so that, if a Beneficiary survives the Participant but dies before the receipt of all payments due such Beneficiary, any remaining payments will be made to the representative of such Beneficiary’s estate.  Any designation of a Beneficiary by name that is accompanied by a description of relationship to the Participant will be given effect without regard to whether the relationship to the Participant exists either at the time the designation is made or at the Participant’s death.  Any designation of a Beneficiary only by statement of relationship to the Participant will be effective only to designate the person or persons standing in such relationship to the Participant at the Participant’s death.  Unless the designation otherwise provides, if two or more beneficiaries are designated and not all of them survive the Participant, the portion to which a deceased beneficiary would have been entitled will be divided among the surviving beneficiaries in proportion to the share each was designated to receive.  If the designation does not otherwise provide, each beneficiary will be entitled to an equal share.

(D)Notwithstanding Subsection (A), if the Participant and his or her spouse have been married throughout the one-year period ending on the date of the Participant’s death, no designation of a Beneficiary other than the Participant’s spouse will be effective unless such spouse consents to the designation.  Any such consent will be effective only with respect to the Beneficiary or class of Beneficiaries so designated and only with respect to the spouse who so consented.

8.4.Assignment, Alienation of Benefits

(A)Except as required under a qualified domestic relations order, by the terms of any loan from the Trust or by an order or settlement described in Code section 401(a)(13), no benefit under the Plan may in any manner be anticipated, alienated, sold, transferred, assigned, pledged, encumbered or charged, and any attempt to do so will be void; and no such benefit will in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of the person entitled to such benefit.

(B)To the extent provided in a qualified domestic relations order, distribution of benefits assigned to an alternate payee by such order may be distributed to the alternate payee prior to the Participant’s earliest retirement age.  An assignment pursuant to a qualified domestic relations order will, unless the order expressly provides otherwise, be given effect as of the account division date specified in the order notwithstanding the death of the Participant or the Alternate Payee prior to actual division of the Account.  Any portion of an Alternate Payee’s Account not distributed prior to his or her death will, except as the order expressly provides otherwise, be paid to the Alternate Payee’s estate as soon as practicable following his or her death.  The terms “qualified domestic relations order,” “alternate payee” and “earliest retirement age” have the meanings given in Code section 414(p).

8.5.Payment in Event of Incapacity

If any person entitled to receive any payment under the Plan is physically, mentally, or legally incapable of receiving or acknowledging receipt of the payment, and no legal representative has been appointed for such person, the Administrator in his discretion may (but will not be required

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to) cause any sum otherwise payable to such person to be paid to any one or more as may be chosen by the Administrator from the following: the Beneficiaries, if any, designated by such person, the institution maintaining such person, a custodian for such person under the Uniform Transfers to Minors Act of any state or such person’s spouse, children, parents or other relatives by blood or marriage.  Any payment so made will be a complete discharge of all liability under the Plan with respect to any such payment.

8.6.Payment Satisfies Claims

Any payment to or for the benefit of any Participant, legal representative or Beneficiary in accordance with the provisions of the Plan will, to the extent of such payment, be in full satisfaction of all claims against the Trustee, the Administrator and the Participating Employer, any of whom may require the payee to execute a receipted release as a condition precedent to such payment.

8.7.Disposition if Distributee Cannot be Located

If the Administrator is unable to locate a Participant or Beneficiary to whom a distribution is due, the Participant’s Accounts will continue to be held in the Fund until such time as the Administrator has located the Participant or Beneficiary or the Participant or Beneficiary makes a proper claim for the benefit, as the case may be.  If the Administrator is unable to locate any person entitled to receive any distribution under this Plan at the time distribution to such person is required and distribution cannot be made as an automatic direct rollover, the person’s Account will be forfeited as of the date such distribution is required to be made.  The Account will be restored and distributed, without any adjustment for interest, earnings or losses, upon a subsequent claim by the person or persons entitled to the Account.  A check issued as a distribution or loan that is not cashed within six months after the date of issue will be cancelled, and the amount of the check will, if the payee has an Account balance, be restored to the Account without interest or, if the payee has no Account balance, be forfeited in accordance with this section.

8.8.Direct Rollovers

To the extent a distribution is an Eligible Rollover Distribution, the Administrator will, if so instructed by the distributee in accordance with Plan Rules, direct the Trustee to make the distribution to an eligible retirement plan, within the meaning of Code section 402(c).  The foregoing provision will not apply if the aggregate taxable distributions to be made to the distributee during the calendar year are less than $200 or, if the portion of the distribution to be distributed to the eligible retirement plan is less than $500 and is less than the entire taxable portion of the distribution.

8.9.Minimum Required Distributions On and After January 1, 2003

(A)General Rules

(1)The requirements of this section will take precedence over any inconsistent provisions of the Plan.

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(2)All distributions required under this section will be determined and made in accordance with the Treasury regulations under section 401(a)(9) of the Internal Revenue Code.

(3)Notwithstanding the other provisions of this section, distributions may be made under a designation made before January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to section 242(b)(2) of TEFRA.

(B)Time and Manner of Distribution.

(1)The Participant’s entire interest will be distributed to the Participant no later than the Participant’s required beginning date.

(2)If the Participant dies before distributions begin, the Participant’s entire interest will be distributed as follows:

(a)If the Participant’s surviving spouse is the Participant’s sole designated beneficiary, then distribution to the surviving spouse will be made by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 1/2, if later.

(b)If the Participant’s surviving spouse is not the Participant’s sole designated beneficiary, then distribution to the designated beneficiary will be made by  December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(c)If there is no designated beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(d)If the Participant’s surviving spouse is the Participant’s sole designated beneficiary and the surviving spouse dies after the Participant but before distribution to the surviving spouse is made, this Section 8.9(B)(2), other than paragraph (a) above, will apply as if the surviving spouse were the Participant.

For purposes of this Section 8.9(B)(2) unless paragraph (d) above applies, distributions are considered to begin on the Participant’s required beginning date.  If paragraph (d) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under paragraph (a) above.

(C)Definitions.

(1)Designated beneficiary.  The individual who is designated as the beneficiary under Section 8.3 of the Plan and is the designated beneficiary under section 401(a)(9) of the Internal Revenue Code and section 1.401(a)(9)-1, Q&A-4, of the Treasury

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regulations.

(2)Participant’s account balance.  The account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date.  The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

(3)Required beginning date.  The date specified in Section 11.39 of the Plan.

(D)Notwithstanding the provisions in this Section 8.9, no individual in pay status receiving a benefit as of January 1, 2003 can modify his or her current distribution elections except as allowed by the Plan as provided on the date of such individual’s Termination of Employment.

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ARTICLE 9

CONTRIBUTION LIMITATIONS

9.1.Before-Tax Savings Contribution Dollar Limitation

The aggregate amount of Before-Tax Savings Contributions and other “elective deferrals” (within the meaning of the Code section 402(g)(3)) under any other qualified plan maintained by any Affiliated Organization with respect to a Participant for any taxable year of the Participant may not exceed $15,000 (automatically adjusted for increases in the cost of living in accordance with Treasury Regulations).  If the foregoing limitation is exceeded for any taxable year of the Participant, the amount of Before-Tax Savings Contributions in excess of such limitation, increased by Fund earnings or decreased by Fund losses attributable to the excess, will be returned to the Participant.  Such distribution may be made at any time after the excess contributions are received, but not later than April 15 of the taxable year following the taxable year to which such limitation relates.  The amount returned to a Participant who has made elective deferrals for the calendar year other than under this Plan will, to the extent of such other elective deferrals, be determined in accordance with written allocation instructions received by the Administrator from the Participant not later than March 1 of the taxable year following the taxable year with respect to which the Before-Tax Savings Contributions were made.

9.2.Earnings on Excess Contributions

(A)The amount of Fund earnings or losses with respect to the excess amount of contributions returned to a Participant pursuant to the foregoing provisions of this article will be the sum of the earnings or losses attributable to such excess amount for the Plan Year with respect to which the determination is being made, as determined in accordance with Subsection (B), plus the earnings or losses attributable to such excess amount for the period between the end of that Plan Year and the date on which such excess contributions are distributed to the Participant as determined in accordance with Subsection (C).

(B)The earnings or losses attributable to such excess amount for the Plan Year is the product of the total earnings or losses for the Participant’s Account to which the excess contributions were credited for the Plan Year, multiplied by a fraction, the numerator of which is the excess amount of contributions made on the Participant’s behalf to such Account for the Plan Year, and the denominator of which is the closing balance of such Account for the Plan Year, decreased by the amount of earnings credited to that Account, or increased by the amount of losses debited to that Account, for the Plan Year.

(C)The earnings or losses attributable to such excess amount for the period between the end of the Plan Year for which the determination is being made and the date on which such excess contributions are distributed to the Participant will be the amount determined in a reasonable manner permitted under Treasury Regulations, including the product of ten percent of the earnings or losses attributable to such excess amount for the Plan Year, as determined in accordance with Subsection (B), multiplied by the number of calendar months during the period for which the determination is being made, with a distribution being made on or before the fifteenth day of a month being deemed to have been made on the last day of the preceding month

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and a distribution being made after the fifteenth day of a month being deemed to have been made on the first day of the following month.

9.3.Aggregate Defined Contribution Limitations

(A)Notwithstanding any contrary provisions of this Plan, there will not be allocated to any Participant’s Accounts for a Limitation Year any amount that would cause the aggregate “annual additions,” with respect to the Participant for the Limitation Year to exceed the lesser of:

(1)$40,000, as adjusted for increases in the cost-of-living under Code section 415(d); and

(2)100 percent of the participant’s compensation, within the meaning of Code section 415(c)(3) for the Limitation Year.  The compensation limit referred to in this clause will not apply to any contribution for medical benefits after separation from service (within the meaning of Code section 401(h) or 419A(f)(2)) that is otherwise treated as an annual addition.

(B)For purposes of Subsection (A), the “annual additions” with respect to a Participant for a Limitation Year are the sum of -

(1)the aggregate amount of Before-Tax Savings and Matching Contributions and forfeitures allocated to the Participant’s Accounts under the Plan for the Limitation Year (excluding any Before-Tax Savings Contributions in excess of the limitation of Section 9.1 that are distributed to the Participant by the April 15 following the Plan Year to which such contributions relate) and employer contributions, employee contributions and forfeitures allocated to the Participant’s accounts under any other qualified defined contribution plan maintained by any Affiliated Organization for the Limitation Year; plus

(2)the amount, if any, attributable to post-retirement medical benefits that is allocated to a separate account for the Participant as a “key employee” (as defined in Section 14.3(C)), to the extent required under Code section 419A(d)(1).

(C)If the Administrator, in his or her discretion, determines that the limitation under Subsection (A) would otherwise be exceeded-

(1)to the extent necessary to prevent such excess from occurring, the amount of a Participant’s Eligible Earnings reductions and Before-Tax Savings Contributions will be prospectively reduced.

(2)If, in spite of such reductions and as a result of reasonable error in estimating the amount of the Participant’s Eligible Earnings, Before-Tax Savings Contributions, other elective deferrals within the meaning of Code section 402(g)(3), or Section 415 Wages, the limitation would otherwise be exceeded, then, to the extent required to prevent such excess,

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(a)the amount of Before-Tax Savings Contributions made for the Participant will be distributed to the Participant and any Matching Contributions attributable to the amount so distributed, together with earnings on such contributions, will be forfeited, and

(b)if a further excess would otherwise exist, the amount of such excess will be held in a suspense account for the Participant’s benefit and shall be used to reduce the amount of Participating Employer contributions which otherwise would have been made on his or her behalf for the next succeeding Limitation Year and, to the extent necessary, subsequent Limitation Years; provided, that, if the Participant is not employed with a Participating Employer as of the end of the Limitation Year during which such excess amount has not yet been exhausted in the form of reduced Participating Employer contributions, such amount shall be held unallocated in a suspense account and shall be allocated to all other Participants for the next succeeding Limitation Year and, to the extent necessary, subsequent Limitation Years, prior to Participating Employer contributions being made for such succeeding Limitation Year, and shall operate to reduce the amount of Participating Employer contributions for such succeeding Limitation Year or Years.

9.4.Exclusion of Catch-Up Contributions

Catch-Up Contributions made pursuant to Section 3.2 will be excluded from operation of the limitations of this article.

9.5.Administrator’s Discretion

Notwithstanding the foregoing provisions of this article, the Administrator may, in his or her discretion, apply the preceding provisions of this article in any manner permitted by Treasury Regulations that will cause the Plan to satisfy the limitations of the Code incorporated in such sections, and the Administrator’s good faith application of Treasury Regulations will be binding on all Participants and Beneficiaries.

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ARTICLE 10

ADOPTION, AMENDMENT AND TERMINATION

10.1.Adoption by Affiliated Organizations

An Affiliated Organization may adopt this Plan and become a Participating Employer with the prior approval of the Administrator by furnishing a certified copy of a resolution of its Board of Directors adopting the Plan.  Any adoption of the Plan by an Affiliated Organization, however, must either be authorized by the Board of Directors of the Company in advance or be ratified by such Board prior to the end of the fiscal year of such Affiliated Organization in which it adopts the Plan.

10.2.Authority to Amend and Procedure

(A)The Company reserves the right to amend the Plan at any time, to any extent that it may deem advisable.  Each amendment will be stated in a written instrument, executed in the name of the Company by its authorized officer; with the corporate seal affixed, attested by its Secretary or an Assistant Secretary.  Upon the execution of such instrument, the Plan will be deemed to have been amended as set forth in the instrument, and all Participants and Participating Employers will be bound by the amendment; provided, first, that no amendment will increase the duties or liabilities of the Trustee without its written consent; and, second, that no amendment will have any retroactive effect so as to deprive any Participant, or any Beneficiary of a deceased Participant, of any benefit already accrued, except that any amendment that is required to conform the Plan with government regulations so as to qualify the Trust for income tax exemption may be made retroactively to the Effective Date of the Plan or to any later date.

(B)If the schedule for determining the extent to which benefits under the Plan are vested is changed, whether by amendment or on account of the Plan’s becoming or ceasing to be a top-heavy plan, each Participant may elect to have his or her vested benefits determined without regard to such change by giving written notice of such election  to the Administrator within the period beginning on the date such change was adopted (or the Plan’s top heavy status changed) and ending 60 days after the latest of (a) the date such change is adopted, (b) the date such change becomes effective or (c) the date the Participant is issued notice of such change by the Administrator or the Trustee.  To the extent provided by Treasury Regulations, if an optional form of benefit payment protected under Code section 411(d)(6) is eliminated, each Participant may elect to have that portion of the value of his or her Accounts that was accrued as of the date of such elimination, distributed in the optional form of benefit payment that was eliminated.

(C)The provisions of the Plan in effect at the termination of a Participant’s employment will, except as specifically provided otherwise by a subsequent amendment, continue to apply to such Participant.

10.3.Authority to Terminate and Procedure

The Company expects to continue the Plan indefinitely but reserves the right to terminate the Plan in its entirety at any time.  Each Participating Employer expects to continue its participation in the Plan indefinitely but reserves the right to cease its participation in the Plan at any time. 

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The Plan will terminate in its entirety or with respect to a particular Participating Employer as of the date specified by the Company or such Participating Employer, as the case may be, to the Trustee in a written notice executed in the manner of an amendment.

10.4.Vesting Upon Termination, Partial Termination or Discontinuance of Contributions

Upon termination of the Plan or upon the complete discontinuance of contributions by all Participating Employers, the Accounts of each Participant who is an Employee of a Participating Employer or another affiliated organization will, to the extent funded, vest in full.  Upon a partial termination of the Plan, the Accounts of each Participant as to whom the Plan has been partially terminated will, to the extent funded, vest in full.

10.5.Distribution Following Termination, Partial Termination or Discontinuance of Contributions

After termination or partial termination of the Plan or the complete discontinuance of contributions under the Plan, the Trustee will continue to hold and distribute the Fund at the times and in the manner provided by Article 8 as if such event had not occurred or, if the Administrator so directs in accordance with Treasury Regulations, will distribute to each Participant the entire balance of his or her Accounts.

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ARTICLE 11

DEFINITIONS, CONSTRUCTION AND INTERPRETATIONS

The definitions and the rules of construction and interpretations set forth in this article will be applied in construing this instrument unless the context otherwise indicates.

11.1.Account

An “Account” with respect to a Participant is any or all of the accounts maintained on his or her behalf pursuant to Section 4.1, as the context requires.

11.2.Active Participant

An “Active Participant” is a Participant who is a Qualified Employee.

11.3.Administrator

The “Administrator” of the Plan is the Vice President-Human Resources of the Company or the person to whom administrative duties are delegated pursuant to Section 12.1, as the context requires.

11.4.Affiliated Organization

An “Affiliated Organization” is the Company and: any corporation that is a member of a controlled group of corporations (within the meaning of section 1563(a) of the Code without regard to Code sections 1563(a)(4) and 1563(e)(3)(C)) that includes the Company; any trade or business (whether or not incorporated) that is controlled (within the meaning of Code section 414(c)) by the Company; any member of an “affiliated service group” (within the meaning of Code section 414(m)) of which the Company is a member; or any other organization that, together with the Company, is treated as a single employer pursuant to Code section 414(o) and Treasury Regulations; provided, that, for purposes of applying the limitations of Code section 415 in Article 9, Code section 1563(a) will be applied by substituting the phrase “more than 50 percent” for the phrase “at least 80 percent” wherever it appears in such Code section.

11.5.After-Tax Savings Contributions

“After-Tax Savings Contributions” are contributions made by Participants on an after-tax basis under prior provisions of the Plan.

11.6.After-Tax Savings Contribution Account

The “After Tax Savings Contribution Account” is the subaccount established under Section 4.1 to evidence a Participant’s After-Tax Savings Contributions.

11.7.Before-Tax Savings Contributions

“Before-Tax Savings Contributions” are contributions made pursuant to Section 3.1.

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11.8.Before-Tax Savings Contribution Account

The “Before-Tax Savings Contribution Account” is the subaccount established under Section 4.1 to evidence Before-Tax Savings Contributions made on behalf of a Participant.

11.9.Beneficiary

A “Beneficiary” is a person designated under the provisions of Section 8.3 as the distributee of benefits payable after the death of a Participant; provided that such a person will not become a Beneficiary, and will have no interest in or rights under the Plan, until the Participant has died.

11.10.Code

The “Code” or “Internal Revenue Code” is the Internal Revenue Code of 1986, as amended.  Any reference to a specific provision of the Code will include a reference to such provision as it may be amended from time to time and to any successor provision.

11.11.Company

The “Company” is Ecolab Inc. and any successor.

11.12.Consent of Spouse

Whenever the consent of a Participant’s spouse is required with respect to any act of the Participant, such consent will be deemed to have been obtained only if:

(a)the Participant’s spouse executes a written consent to such act, which consent acknowledges the effect of such act and is witnessed by the Administrator or a notary public; or

(b)the Administrator determines that no such consent can be obtained because the Participant has no spouse, because the Participant’s spouse cannot be located, or because of such other circumstances as may, under Treasury Regulations, justify the lack of such consent.

Any such consent by the Participant’s spouse or such determination by the Administrator that such spouse’s consent is not required will be effective only with respect to the particular spouse of the Participant who so consented or with respect to whom such determination was made.  Any such consent by the Participant’s spouse to an act of the Participant under the Plan will be irrevocable with respect to that act.

11.13.Disabled

A Participant will be considered to be “Disabled” only if the Administrator determines that, by reason of illness, bodily injury or disease, he or she is entitled to receive disability income benefits under the Ecolab Long Term Disability Plan or, if he or she is not a participant in that plan, under the Social Security Act.

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11.14.Effective Date

The “Effective Date” of the Plan is January 1, 1977, the date as of which the Plan was first established.

11.15.Eligible Earnings

(A)The “Eligible Earnings” of a Participant for any period are the sum of the amounts paid for that period for service as an Employee as base salary and wages, overtime pay, shift differential premium, commissions, annual incentive bonuses paid in the form of cash (but not long-term incentive bonuses), vacation pay, personal leave pay and short-term disability benefits paid by the Participating Employer, increased by the amount of Before-Tax Savings Contributions made on behalf of the Participant for that period and by the net amount of compensation reductions experienced by the Participant during such Plan Year under any Code section 125 cafeteria plan or Code section 132(f)(4) qualified transportation fringe maintained by the Participating Employer.  Eligible Earnings will not include severance pay, any remuneration paid after the end of the month following the month in which the Participant’s employment terminated, amounts deferred or paid under an agreement between the Participating Employer and the Participant that is not a plan qualified under Internal Revenue Code Section 401(a), any Matching Contributions or Profit Sharing Contributions, contributions made by the Participating Employer under any other employee benefit plan, or amounts realized by the Participant upon the exercise of a nonqualified stock option, the lapse of restrictions applicable to restricted stock or any disposition of stock acquired under a qualified or incentive stock option.

(B)Notwithstanding Subsection (A), in no event will a Participant’s Eligible Earnings for any Plan Year be taken into account to the extent they exceed $200,000; provided, that the dollar limitation for each Plan Year will be adjusted for cost of living increases to such larger amount as may be in effect for such Plan Year under Code section 401(a)(17).

11.16.Eligible Rollover Distribution.

(A)An “Eligible Rollover Distribution” means any distribution to a Participant, to a Participant’s surviving spouse or to an Alternate Payee who is the Participant’s spouse or former spouse; except that such term does not include—

(1)any distribution which is one of a series of substantially equal periodic payments (not less frequently than annually) made—

(a)for the life (or life expectancy) of the Participant or the joint lives (or joint life expectancies) of the Participant  and a Beneficiary, or

(b)for a specified period of 10 years or more;

(2)any distribution to the extent it is required by Code section 401(a)(9),

(3)any elective distribution of Company stock dividends from the ESOP, and

(4)any hardship distribution described in Code section 401(k)(2)(B)(i)(IV).

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(B)A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions that are not includible in gross income.  Such after-tax portion may be transferred only to an individual retirement account or annuity described in section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution that is includible in gross income and the portion of such distribution that is not so includible.

11.17.Employee

An “Employee” is an individual who performs services as a common-law employee for a Participating Employer or another Affiliated Organization.

11.18.ESOP

The “ESOP” is the portion of the Plan constituting an employee stock ownership plan described in Code section 4975.

11.19.ESOP Account

The “ESOP Account” includes all Accounts established pursuant to Section 4.1 to evidence those amounts invested in the Ecolab Stock Fund by Participants who are not employed in and subject to income taxation by the Commonwealth of Puerto Rico.

11.20.Fund

The “Fund” is the total of all of the assets of every kind and nature, both principal and income, held in the Trust at any particular time or, if the context so requires, one or more of the investment funds described in Section 5.1.

11.21.Governing Law

To the extent that state law is not preempted by provisions of the Employee Retirement Income Security Act of 1974 or any other laws of the United States, this Plan will be administered, construed, and enforced according to the internal, substantive laws of the State of Minnesota, without regard to its conflict of laws rules.  In determining the existence of a particular relationship between two individuals, the Administrator will apply principles of Minnesota law.

11.22.Headings

The headings of articles and sections are included solely for convenience.  If there exists any conflict between such headings and the text of the Plan, the text will control.

11.23.Hour of Service

(A)Subject to the remaining subsections of this section, the term “Hour of Service,” with respect to an Employee, includes and is limited to -

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(1)each “Hour of Actual Service,” which is an hour for which the Employee is paid, or entitled to payment, for the performance of duties for a Participating Employer or another Affiliated Organization;

(2)each hour for which the Employee is paid, or entitled to payment, by a Participating Employer or another Affiliated Organization on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness (including disability), layoff, jury duty, military duty or leave of absence;

(3)each hour for which the Employee is not paid or entitled to payment but which is required by federal law to be credited to the Employee on account of his or her military service or similar duties; and

(4)each hour for which backpay, irrespective of mitigation of damages, is either awarded or agreed to by a Participating Employer or another Affiliated Organization; provided, first, that Hours of Service taken into account under clause (1) or (2) will not also be taken into account under this clause (4); and second, that Hours of Service taken into account under this clause (4) that relate to periods specified in clause (2) will be subject to the rules under Subsection (B).

(B)The following rules will apply for purposes of determining the Hours of Service completed by an Employee under Subsection (A)(2):

(1)No more than 501 hours will be credited to the Employee on account of any single continuous period during which the Employee performs no duties (whether or not such period occurs in a single Plan Year or other computation period).

(2)No more than the number of hours regularly scheduled for the performance of duties for the period during which no duties are performed will be credited to the Employee for such period.

(3)The Employee will not be credited with hours for which payments are made or due under a plan maintained solely for the purpose of complying with workers’ compensation, unemployment compensation or disability insurance laws, or for which payments are made solely to reimburse medical or medically related expenses.

(4)A payment will be deemed to be made by or due from a Participating Employer or another Affiliated Organization, regardless of whether such payment is made by or due from the Participating Employer or another Affiliated Organization directly or indirectly through a trust fund or insurer to which the Participating Employer or another Affiliated Organization contributes or pays premiums.

(5)If the payment made or due is calculated on the basis of units of time, the number of Hours of Service to be credited will be the number of regularly scheduled working hours included in the units of time on the basis of which the payment is calculated.

(6)If the payment made or due is not calculated on the basis of units of time, the

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number of Hours of Service to be credited will be equal to the amount of the payment, divided by the Employee’s most recent hourly rate of compensation before the period during which no duties are performed.

(C)Hours of Service will be credited -

(1)in the case of Hours of Service described in Subsection (A)(1), to the computation period in which the duties are performed; provided that if a payroll period spans two such computation periods, the Hours of Service performed in such payroll period will be credited to the computation period within which the payroll period ends;

(2)in the case of Hours of Service described in Subsection (A)(2), to the computation period or periods in which the period during which no duties are performed occurs; provided, that, if the payment is not calculated on the basis of units of time, the Hours of Service will not be allocated between more than the first two computation periods of such period;

(3)in the case of Hours of Service described in Subsection (A)(4), to the computation period or periods to which the award or agreement for backpay pertains.

(D)For purposes of determining the number of Hours of Service completed by an Employee during a particular period of time, except where this Plan expressly provides otherwise,

(1)subject to Subsection (B), an Employee who is not subject to the overtime provisions of the Fair Labor Standards Act of 1938, as amended, will be credited with 45 Hours of Service for each seven consecutive days, or fraction thereof, during which he or she completes at least one Hour of Service as an Employee;

(2)each other Employee shall be credited with the number of Hours of Service he or she actually completes during such period of time.

11.24.Leased Employee.

A “Leased Employee” is any person (other than an employee of a Affiliated Organization) who performs services for an Affiliated Organization (or for the Affiliated Organization and related persons determined in accordance with Code Section 414(n)(6)):

(a)pursuant to an agreement between an Affiliated Organization and any other person;

(b)under the Affiliated Organization’s primary direction or control; and

(c)on a substantially full-time basis for a period of at least one year.

11.25.Limitation Year

The Limitation Year is the Plan Year.

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11.26.Loan Account

The “Loan Account” is the bookkeeping account established pursuant to Section 6.7(G) to reflect the outstanding balance of any loan to the Participant.

11.27.Matching Contribution Account

The “Matching Contribution Account” is the account established pursuant to Section 4.1 to evidence Matching Contributions made on behalf of a Participant.

11.28.Matching Contributions

“Matching Contributions” means contributions made pursuant to Section 3.2; provided that for purposes of Article 9, “Matching Contributions” will include forfeitures allocated to the Participant’s Matching Contribution Account.

11.29.Normal Retirement Date

The “Normal Retirement Date” of a Participant is the date on which he or she attains age 65.

11.30.Number and Gender

Wherever appropriate, the singular number may be read as the plural, the plural may be read as the singular, and the masculine gender may be read as the feminine gender.

11.31.Participant

A “Participant” is a current or former Qualified Employee who has satisfied the eligibility requirements of Article 2, following initial hire or rehire, as the case may be, with respect to whom contributions have been made and whose Account balances have not yet been fully distributed.

11.32.Participating Employer

A “Participating Employer” is the Company and any other Affiliated Organization that has adopted the Plan, or all of them collectively, as the context requires, and their respective successors.  An Affiliated Organization will cease to be a Participating Employer upon a termination of the Plan as to its Employees or upon its ceasing to be an Affiliated Organization.

11.33.Plan

The “Plan” is that set forth in this instrument as it may be amended from time to time.

11.34.Plan Rule

A “Plan Rule” is a rule adopted by the Administrator by formal instrument, by pronouncement or by practice.  Each Plan Rule will be uniform and nondiscriminatory with respect to similarly situated Employees.

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11.35.Plan Year

A “Plan Year” is the 12 month period beginning on January 1 of each calendar year and ending on December 31 of such calendar year.

11.36.Profit Sharing Account

The “Profit Sharing Account” is the account established pursuant to Section 4.1 to evidence Profit Sharing Contributions made on behalf of a Participant.

11.37.Profit Sharing Contributions

“Profit Sharing Contributions” means contributions made under prior provisions of the Plan.

11.38.Qualified Employee

(A)A “Qualified Employee” is any individual who performs services for a Participating Employer and:

(1)is classified under the Participating Employer’s payroll practices and procedures as a common-law employee;

(2)any such individual who is a United States citizen or resident and who is regularly employed on a full-time, permanent basis in the service of a foreign subsidiary of a Participating Employer, with respect to which subsidiary such Participating Employer has entered into an agreement under Section 3121(1) of the Code, will be deemed to be an Employee of such Participating Employer for the purpose of continuing participation in the Plan, but only if contributions under a funded plan of deferred compensation, which is sponsored by such foreign subsidiary, are not provided for such person by such foreign subsidiary or by any other employer with respect to the remuneration paid to him or her by such foreign subsidiary.

(B)An individual is not a Qualified Employee during any period that the individual is:

(1)rendering services to the Participating Employer pursuant to an agreement between the Participating Employer and a third party;

(2)A person covered by a collective bargaining agreement, for whom retirement benefits were the subject of good faith bargaining between such person’s representative and the Participating Employer, and who is not, as a result of such bargaining, specifically covered by this Plan;

(3)A nonresident alien who receives no earned income (within the meaning of Code section 911(d)(2)) from a Participating Employer that constitutes income from sources within the United States (within the meaning of Code section 861(a)(3));

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(4)classified by a Participating Employer as an independent contractor or as any other status in which the person is not classified as a common law employee of a Participating Employer for purposes of withholding of taxes, regardless of the actual status of the individual; or

(5)covered by a contract or other written agreement that provides that the individual is not to be a Participant in this Plan.

(C)No judicial or administrative reclassification, or reclassification by the Participating Employer, of an individual as a common-law employee or otherwise Qualified Employee, will be applied to grant retroactive eligibility to any individual under this Plan.

11.39.Required Distribution Age

(A)A Participant’s “Required Distribution Age” is

(1)in the case of a Participant who is a 5% owner, age 70-1/2 or, if later, the date the Participant becomes a 5% owner, or

(2)in the case of a Participant who is not a 5% owner, the later of age 70-1/2 or the Termination of the Participant’s employment.

(B)For this purpose, a 5% owner is an individual who owns (or is considered as owning within the meaning of Code section 318) more than five percent of the outstanding stock of the Participating Employer or another Affiliated Organization or stock possessing more than five percent of the total combined voting power of all outstanding stock of the Participating Employer or another Affiliated Organization.

11.40.Rollover Account

The “Rollover Account” is the account established pursuant to Subsection (E) of Section 4.1 to evidence the amounts, if any, rolled over from an individual retirement arrangement or another qualified plan.

11.41.Section 415 Wages

(A)A person’s “Section 415 Wages” for any period is the sum of all remuneration received by such person during such period from a Participating Employer or other Affiliated Organization that constitutes “compensation” within the meaning of Code section 415(c)(3) and Treasury Regulations, including the amount by which a Participant’s wages or salary is reduced pursuant to a plan under Code section 125, 132(f)(4) or 401(k).

(B)The Administrator may, in his or her discretion, for any Plan Year, determine the items of remuneration that, in accordance with Treasury Regulations, will be included in Section 415 Wages for such Plan Year; provided that for each purpose under this Plan, the Administrator’s determination will be uniform throughout any Plan Year.

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11.42.Termination of Employment

For purposes of determining entitlement to a distribution under this Plan, a Participant will be deemed to have terminated employment only if he or she has terminated his or her employment relationship with all Participating Employers and other Affiliated Organizations or if he or she becomes Disabled.  Neither transfer of employment among Participating Employers and other Affiliated Organizations nor absence from active service by reason of short-term disability leave or any other leave of absence will constitute a termination of employment.  The following rules will apply notwithstanding the preceding sentences.

(a)A Participant who (i) is absent from active service with all Affiliated Organizations by reason of a military leave or (ii) transfers employment on a permanent basis outside of the United States and is not, or ceases to be, a resident alien, will be deemed to have terminated employment for such purpose if he or she has attained age 59-1/2.

(b)A Participant who transfers employment on a temporary basis to a foreign subsidiary of a Participating Employer or other Affiliated Organization will be deemed not to have terminated employment.

11.43.Treasury Regulations

“Treasury Regulations” mean regulations, rulings, notices and other promulgations issued under the authority of the Secretary of the Treasury that apply to, or may be relied upon in the administration of this Plan.

11.44.Trust

The “Trust” is that created by the Company, as grantor, for purposes of implementing benefits under the Plan, and may, as from time to time amended, be referred to as the “Ecolab Savings Trust.”

11.45.Trustee

The “Trustee” is the corporation and/or individual or individuals who from time to time is or are the duly appointed and acting trustee or trustees of the Trust.

11.46.Valuation Date

A “Valuation Date” is each day on which the Trustee and the New York Stock Exchange are open for business.

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ARTICLE 12

ADMINISTRATION OF PLAN

12.1.Administrator, Named Fiduciary

The general administration of the Plan and the duty to carry out its provisions will be vested in the Company, which will be the “named fiduciary” of the Plan for purposes of the Employee Retirement Income Security Act of 1974.  The Vice President-Human Resources of the Company will perform such duty on behalf of the Company and may delegate all or any portion of such duty to a named person and may from time to time revoke such authority and delegate it to another person.  Each such delegation to a person who is not an employee of the Company will be in writing, and a copy will be furnished to the person to whom the duty is delegated. Such person will file a written acceptance with such Vice President.  Such person’s duty will terminate upon withdrawal of such authority by such Vice President or upon withdrawal of such acceptance by the person to whom the duty was delegated.  Any such withdrawal will be in writing, and will be effective upon delivery of a copy to the person to whom the duty was delegated or to such Vice President, as the case may be.  Any delegation to an employee of the Company will terminate when such person ceases to be an employee or upon its earlier revocation by the Vice President-Human Resources.

12.2.Compensation and Expenses

 An employee of a Participating Employer or another Affiliated Organization performing administrative duties in connection with the Plan will receive no compensation from the Fund for such services, but will be entitled to reimbursement from the Fund for all sums reasonably and necessarily expended in the performance of such duties.  The Administrator may retain such independent accounting, legal, clerical and other services as may reasonably be required in the administration of the Plan and may pay reasonable compensation from the Fund for such services.  Any such reimbursement or compensation and all other costs of administering the Plan will be paid by the Trustee from the Fund except to the extent paid by the Participating Employers.

12.3.Adoption of Rules

The Administrator has the discretionary power to make and enforce such Plan Rules as he or she deems to be required or advisable for the effective administration of the Plan.

12.4.Administrator’s Discretion

The Administrator has the power and discretion to make all determinations necessary for administration of the Plan, except those determinations that the Plan requires others to make, and to construe, interpret, apply and enforce the provisions of the Plan, including the power to remedy ambiguities, inconsistencies, omissions and erroneous account balances.  In the exercise of discretionary powers, the Administrator will treat all similarly situated Participants and Beneficiaries uniformly.

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12.5.Indemnification

The Participating Employers jointly and severally agree to indemnify and hold harmless, to the extent permitted by law, each director, officer, and employee of any Affiliated Organization against any and all liabilities, losses, costs and expenses (including legal fees) of every kind and nature that may be imposed on, incurred by, or asserted against such person at any time by reason of such person’s services in connection with the Plan, but only if such person did not act with gross negligence, dishonestly or in bad faith or in willful violation of the law or regulations under which such liability, loss, cost or expense arises.  The Participating Employers will have the right, but not the obligation, to select counsel and control the defense and settlement of any action for which a person may be entitled to indemnification under this provision.

12.6.Benefit Claim Procedure

(A)The Administrator will notify a Participant in writing, within 90 days of the Participant’s written application for benefits, of the Participant’s eligibility or noneligibility for benefits under the Plan.  If the Administrator determines that a Participant is not eligible for benefits or full benefits, the notice will:

(1)state the specific reasons for the denial of any benefits;

(2)provide a specific reference to the provision of the Plan on which the denial is based;

(3)provide a description of any additional information or material necessary for the claimant to perfect the claim, and a description of why it is needed;

(4)state that the claimant will be provided, on request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim;

(5)state the claimant’s right to bring a civil action under ERISA Section 502(a) following a continued denial of a claim after appeal review; and

(6)provide an explanation of the Plan’s claims review procedure and other appropriate information as to the steps to be taken if the Participant wishes to have the claim reviewed.  If the Administrator determines that there are special circumstances requiring additional time to make a decision, the Administrator will notify the Participant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional 90-day period.

(B)If a Participant is determined by the Administrator not to be eligible for benefits or if the Participant believes that he or she or she is entitled to greater or different benefits, the Participant will be provided the opportunity to have his or her claim reviewed by the Administrator by filing a petition for review with the Administrator within 60 days after the Participant receives the notice issued by the Administrator.  The petition must state the specific reasons the Participant believes he or she or she is entitled to benefits or greater or different benefits.  Within 60 days after the Administrator receives the petition, the Administrator will

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give the Participant (and his or her counsel, if any) an opportunity to present his or her position to the Administrator in writing, and the Participant (or his or her counsel) may review the pertinent documents, and the Administrator will notify the Participant of its decision in writing within such 60-day period, stating specifically the basis of the decision written in a manner calculated to be understood by the Participant and the specific provisions of the Plan on which the decision is based.  If because of special circumstances requiring additional time to make a decision, the 60-day period is not sufficient, the decision may be deferred for up to another 60-day period at the election of the Administrator, but notice of this deferral must be given to the Participant.

(C)The same procedure applies to the Beneficiary of a deceased Participant.

(D)A claimant must exhaust the procedure described in this section before pursuing the claim in any other proceeding.

12.7.Correction of Errors

If the Administrator determines that, by reason of administrative error or other cause attributable to a Participating Employer, the Account of any Participant has incurred a loss, the Administrator may enter into an agreement with such Participating Employer under which the Account is fully restored and may, upon such restoration, release the Participating Employer from further responsibility.

12.8.Reliance on Information

(A)The Administrator and any other person having fiduciary responsibilities under the Plan is entitled to rely upon all tables, valuations, certificates and reports furnished by any duly appointed independent qualified public accountant (under the terms of the Employee Retirement Income Security Act of 1974), and upon all opinions given by legal counsel.  The Administrator and any such person will be fully protected in respect of any action taken or suffered in good faith in reliance upon all such tables, valuations, certificates, reports, opinions or other advice.

(B)The Administrator is entitled to rely upon any data or information furnished by a Participating Employer or by a Participant as to age, service or compensation of any person, and as to any other information pertinent to any calculation or determination to be made under the provisions of the Plan and, as a condition to payment of any benefit under the Plan, may request any Participant to furnish such information as the Administrator deems necessary or desirable in administering the Plan.

12.9.Funding Policy

At least annually, the Company will determine the Plan’s funding policy.

12.10.Board of Directors Actions

For purposes of this Plan, unless the context otherwise requires, the act of the Board of Directors or its delegate will constitute the act of the Company.  Any action which is required to be taken

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by the Board of Directors of the Company or which such Board of Directors is authorized to take, may be taken by any committee of such Board of Directors appointed in accordance with the corporation law of the state in which such corporation is incorporated.  The Board of Directors may, by resolution, delegate to the Company’s Benefits Finance Committee, a successor to such committee or the Company’s Chief Financial Officer as the Board deems advisable any one or more of the powers reserved to the Board under the Plan, subject to the revocation of such delegation by the Board at any time.  To the extent that the Board of Directors delegates its authority to direct the Trustee under Article 5, to select an investment manager for the Fund, to select investment Funds, to direct investments within the Fund or to remove or appoint a Trustee, the person or persons to whom such authority is delegated will be a “named fiduciary” within the meaning of section 403(a)(1) of ERISA.

12.11.Officers

Any reference to a specific officer of the Company will include a reference to the officer of the Company who succeeds to the relevant functions of such officer if the title or duties of the specific office change.

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ARTICLE 13

MISCELLANEOUS

13.1.Merger, Consolidation, Transfer of Assets

If this Plan is merged or consolidated with, or its assets or liabilities are transferred to, any other plan, each Participant will be entitled to receive a benefit immediately after such merger, consolidation or transfer (if such other plan were then terminated) that is equal to or greater than the benefit he or she would have been entitled to receive immediately before such merger, consolidation or transfer (if this Plan had then terminated).  Any amounts so transferred that were subject to distribution limitations of Code section 401(k)(2)(B) in this Plan will continue to be subject to such limitations in the transferee plan. If any other plan is merged into this Plan, any provisions unique to the Accounts resulting from such merger may be set forth in an exhibit, which will be appended to this instrument.

13.2.Limited Reversion of Fund

(A)Except as provided in Subsection (B), no corpus or income of the Trust will at any time revert to Participating Employer or be used other than for the exclusive benefit of Eligible Employees, Participants and Beneficiaries by paying benefits and, if applicable, administrative expenses of the Plan.

(B)Notwithstanding any contrary provision in the Plan,

(1)All contributions made by a Participating Employer to the Trustee prior to the initial determination of the Internal Revenue Service as to qualification of the Plan under section 401(a) of the Code and the tax exempt status of the Trust under Code section 501(a) will be repaid by the Trustee to such Participating Employer, upon the Participating Employer’s written request, if the Internal Revenue Service rules that the Plan, as adopted by that Participating Employer, is not qualified or the Trust is not tax exempt; provided, that the Participating Employer requests such determination within a reasonable time after adoption of the Plan, and the repayment by the Trustee to such Participating Employer is made within one year after the date of denial of qualification of the Plan; and

(2)To the extent a contribution is made by a Participating Employer by a mistake of fact or a deduction is disallowed a Participating Employer under Code section 404, the Trustee will repay the contribution to such Participating Employer upon the Participating Employer’s written request; provided, that such repayment is made within one year after the mistaken payment is made or the deduction is disallowed, as the case may be.  The amount returned to the Participating Employer will not include any investment gains or earnings but will be reduced by any investment losses.  Each contribution to the Plan by a Participating Employer is expressly conditioned on such contribution’s being fully deductible by the Participating Employer under Code section 404.

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13.3.Top-Heavy Provisions

(A)If the Plan becomes a “top-heavy plan,” the following provisions will apply to, and control the operation and administration of, the Plan for those Plan Years during which the Plan is a top-heavy plan; provided, however, that the top-heavy requirements of this section will not apply in any year beginning after December 31, 2001, in which the Plan consists solely of a cash or deferred arrangement that meets the requirements of Code section 401(k)(12) and matching contributions with respect to which the requirements of Code section 401(m)(11) are met.

(1)Notwithstanding the provisions of Article 3, the amount of contributions (excluding Before-Tax Savings Contributions) made and allocated for such Plan Year on behalf of each Active Participant who is not a key employee and who is employed with a Participating Employer or another Affiliated Organization on the last day of the Plan Year (whether or not such Participant completed at least 1000 Hours of Service during the Plan Year), expressed as a percentage of the Participant’s Section 415 Wages for the Plan Year, will be at least equal to the lesser of

(a)three percent, or

(b)the largest percentage of such Section 415 Wages at which contributions (including Before-Tax Savings Contributions) are made and allocated on behalf of any key employee for such Plan Year.

(2)If, in addition to this Plan, the Participating Employer or another Affiliated Organization maintains another qualified defined contribution plan or one or more qualified defined benefit pension plans during a Plan Year, the provisions of clause (1) will be applied for such Plan Year -

(a)by taking into account the Participating Employer contributions (other than elective contributions for a non-key employee) on behalf of the Participant under all such defined contribution plans;

(b)without regard to any Participant who is not a key employee and whose accrued benefit, expressed as a single life annuity, under a defined benefit pension plan maintained by the Participating Employer or another Affiliated Organization for such Plan Year is not less than the product of -

(i)the Participant’s average Section 415 Wages for the period of consecutive years not exceeding the period of consecutive years (not exceeding five) when the Participant had the highest aggregate Section 415  Wages, disregarding years in which the Participant completed less than 1,000 Hours of Service, multiplied by

(ii)the lesser of (A) two percent per year of service, disregarding years of service beginning after the close of the last Plan Year in which such defined benefit plan was a top heavy plan, or (B) 20 percent.

48

(3)Each Participant’s vested interest in the Matching Contribution Account will be the vested interest determined under the preceding provisions of the Plan or determined in accordance with the following schedule, whichever provides the greater vested interest for the Participant:

Years of Vesting Service	Extent of Vested Interest
Less than Two Years	0	%
Two Years	20	%
Three Years	40	%
Four Years	60	%
Five Years	80	%
Six or more Years	100	%

If the Plan ceases to be a top-heavy plan, the portion of a Participant’s Matching Contribution Account that has vested pursuant to the foregoing schedule will remain nonforfeitable.

(B)For purposes of Subsection (A),

(1)The Plan will be a “top-heavy plan” for a particular Plan Year if, as of the last day of the initial Plan Year or, with respect to any other Plan Year, as of the last day of the preceding Plan Year, the aggregate of the Account balances of key employees is greater than 60% of the aggregate of the Account balances of all Participants.  The following rules will apply for purposes of calculating the aggregate Account balances for both key employees and employees who are not key employees.

(a)The present values of accrued benefits and the amounts of account balances of an employee as of the determination date shall be increased by the distributions made with respect to the employee under the Plan and any plan aggregated with the Plan under Code section 416(g)(2) during the 1-year period ending on the determination date.  The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Code section 416(g)(2)(A)(i).  If a distribution is made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting “5-year period” for “1-year period.”

(b)Amounts transferred or rolled over from a plan not maintained by a Participating Employer or another Affiliated Organization at the initiation of the Participant will be excluded.

(c)The accrued benefits and accounts of any individual who has not performed services for the employer during the 1-year period ending on the determination date shall not be taken into account.

(d)The terms “key employee” and “employee” will include the Beneficiaries of such persons who have died.

49

(2)Notwithstanding the provisions of clause (1), this Plan will not be a top-heavy plan if it is part of either a “required aggregation group” or a “permissive aggregation group” and such aggregation group is not top-heavy.  An aggregation group will be top-heavy if the sum of the present value of accrued benefits and account balances of key employees is more than 60% of the sum of the present value of accrued benefits and account balances for all Participants, such accrued benefits and account balances being calculated in each case in the same manner as set forth in clause (1).  Each plan in a required aggregation group will be top-heavy if the group is top-heavy.  No plan in a required aggregation group will be top-heavy if the group is not top-heavy.  If a permissive aggregation group is top-heavy, only those plans that are part of an underlying top-heavy, required aggregation group will be top-heavy. No plan in a permissive aggregation group will be top-heavy if the group is not top-heavy.

(3)The “required aggregation group” consists of (i) each plan of an Affiliated Organization in which a key employee participates, and (ii) each other plan of an Affiliated Organization that enables a plan in which a key employee participates to meet the nondiscrimination requirements of Code sections 401(a)(4) and 410.

(4)A “permissive aggregation group” consists of those plans that are required to be aggregated and one or more plans (providing comparable benefits or contributions) that are not required to be aggregated, which, when taken together, satisfy the requirements of Code sections 401(a)(4) and 410.

(5)For purposes of applying clauses (2), (3) and (4) of this Subsection, any qualified defined contribution plan maintained by a Participating Employer or another Affiliated Organization at any time within the five-year period preceding the Plan Year for which the determination being made which, as of the date of such determination, has been formally terminated, has ceased crediting service for benefit accruals and vesting and has been or is distributing all plan assets to participants or their beneficiaries, will be taken into account to the extent required or permitted under such clauses and under Code section 416.

(C)The term “key employee” means any employee or former employee (including any deceased employee) who, at any time during the Plan Year that includes the determination date, was an officer of the employer having annual compensation greater than $130,000 (as adjusted under Code section 416(i)(1) for Plan Years beginning after December 31, 2002), a 5-percent owner of the employer, or a 1- percent owner of the employer having annual compensation of more than $150,000.  For this purpose, annual compensation means compensation within the meaning of Code section 415(c)(3).  The determination of key employees will be made in accordance with Code section 416(i)(1) of the Code and Treasury Regulations.

(D)Matching Contributions will be taken into account for purposes of satisfying the minimum contribution requirements of Code section 416(c)(2) and the Plan.  The preceding sentence shall apply with respect to Matching Contributions under the Plan or, if the Plan provides that the minimum contribution requirement shall be met in another plan, such other plan. Matching Contributions that are used to satisfy the minimum contribution requirements

50

shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Code section 401(m).

13.4.No Employment Rights Created

The establishment and maintenance of the Plan neither give any employee a right to continuing employment nor limit the right of a Participating Employer to discharge any employee or otherwise deal with the employee without regard to the effect such action might have on his or her initial or continued participation in the Plan.

13.5.Puerto Rican Participants

(A)Notwithstanding any contrary provision of this Plan, the provisions of this section will apply to Participants who are employed in, and subject to income taxation by, the Commonwealth of Puerto Rico.

(B)The annual dollar limitation for Before-Tax Savings Contributions under Section 9.1 for such Participants will be not greater than the maximum amount permitted under the laws of the Commonwealth of Puerto Rico and will not be subject to cost-of-living adjustments.

(C)The Participants’ Before-Tax Savings Contributions will be limited not to exceed the percentage of compensation permitted under the income tax laws of Puerto Rico.

(D)The provisions of Section 3.2, relating to Catch Up Contributions, and the provisions of the Plan relating to transfers of Participants’ Accounts to the ESOP will not apply to Participants who are employed in, and subject to income taxation by, the Commonwealth of Puerto Rico.

(E)For any Plan Year a Participating Employer may, in its discretion, contribute to the Before-Tax Contribution Accounts, the Matching Contribution Accounts or both of Qualified Employees other than Highly Compensated Employees or any group of such employees such amounts as it deems advisable to assist the Plan in satisfying the non-discrimination requirements imposed on the Plan by the laws of the Commonwealth of Puerto Rico for such Plan Year.  Such contributions will be allocated among such accounts in proportion to the Qualified Employees’ Eligible Earnings, in proportion to the Before-Tax Contributions made for such Qualified Employees or in equal shares as the Participating Employer will direct at the time such contribution is made.  Each such contribution will be treated, for all purposes of the Plan, in the same manner as other contributions allocated to the same account, provided, however, that no such contribution will be eligible to be withdrawn in a hardship distribution.

13.6.Priority of Trust Agreement

If there is any conflict between the provisions of this instrument and the provisions of the agreement governing the Ecolab Savings Trust, the provisions of the trust agreement will take precedence over the provisions of this instrument.

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13.7.Uniformed Service

(A)The provisions of this section apply only to an Employee who is reemployed on or after December 12, 1994 and whose reemployment rights are protected under the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”) and are intended to comply with the requirements of Code section 414(u).

(B)Notwithstanding any other provisions of the Plan to the contrary, a Qualified Employee who leaves the employ of a Participating Employer for qualified military service and returns to employment with a Participating Employer will be entitled to the restoration of benefits under the Plan which would have accrued but for the Qualified Employee’s absence due to qualified military service.

(C)The following additional rules and conditions apply with respect to qualified military service notwithstanding any contrary provision of the Plan:

(1)an Employee will not be treated as having incurred a Break in Service by reason of his or her qualified military service;

(2)any period of qualified military service will be counted as Vesting Service;

(3)for purposes of determining the Qualified Employee’s Eligible Earnings and Section 415 Wages, the Qualified Employee will be treated as receiving compensation from the Participating Employer with whom he or she was employed immediately before the period of qualified military service during the period of qualified military service in an amount equal to the compensation he or she would have received during such period if he or she were not in qualified military service determined based on the rate of pay the Qualified Employee would have received from the Participating Employer but for the absence due to qualified military service; provided, however, if the compensation the Qualified Employee would have received from the Participating Employer is not reasonably certain, then the Qualified Employee’s rate of compensation will be equal to his or her average compensation for the 12-month period preceding the qualified military service (or, if shorter, the period of employment immediately preceding the qualified military service);

(4)contributions on behalf or by the Qualified Employee will be subject to the limitations in Section 4.1 with respect to the Plan Years to which such contributions relate in accordance with Treasury Regulations;

(5)the Qualified Employee will not be entitled to any crediting of earnings on contributions for any period prior to actual payment to the Trust; and

(6)the Qualified Employee will not be entitled to restoration of any forfeitures which were not allocated to his or her Account as a result of his or her qualified military service.

(D)For purposes of this section, “qualified military service” means any service in the uniformed services as defined in USERRA by a Qualified Employee who is entitled to reemployment rights with a Participating Employer under USERRA.

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13.8.Limitation on Actions

Notwithstanding any statutory limitations period or conflict of law provision to the contrary, no action with respect to any benefit offered under this Plan may be brought more than one year following the date of mailing or delivery of the decision in the final appeal brought pursuant to the claim and appeal procedure set forth in Section 12.6 of this Plan.

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EX-99.2

Exhibit 99.2

ECOLAB SAVINGS PLAN AND ESOP

2006

First Declaration of Amendment

Pursuant to Section 10.2 of the Ecolab Savings Plan and ESOP — 2006, the Company amends the Plan as set forth below.  This amendment will be effective as of January 1, 2006.

(1)  Section 3.3 is amended to read as follows:

3.3.Matching Contributions

(A)Subject to the limitations of Article 9, each Participating Employer will contribute to the Trust on behalf of each Participant who is a Qualified Employee of such Participating Employer an amount equal to the sum of the following amounts:

(1)the amount of Before-Tax Savings Contributions, including Catch Up Contributions, made for such Participant that does not exceed three percent of such Participant’s Eligible Earnings, and

(2)one-half of the amount of the Before-Tax Savings Contributions, including Catch Up Contributions, made for such Participant that exceeds three percent of such Participant’s Eligible Earnings but does not exceed five percent of such Participant’s Eligible Earnings.

(B)Matching Contributions for a Participant will be determined for each payroll period on the basis of the Participant’s Eligible Earnings paid and Before-Tax Savings Contributions, including Catch Up Contributions, made for such payroll period.  All Matching Contributions made with respect to a Before-Tax Savings Contribution during a calendar quarter will be paid to the Trustee on such date or dates as the Participating Employer may elect not later than the last day of the succeeding calendar quarter.

(C)As of the end of each Plan Year, each Participating Employer will contribute to the Trust on behalf of each Participant who was a Qualified Employee of such Participating Employer during such Plan Year an additional Matching Contribution equal to the excess, if any, of

(1)  the Matching Contribution that would have been made on behalf of the Participant had contributions under Subsection (A) been determined on the basis of the Participant’s Before-Tax Savings Contributions for the entire Plan Year, over

(2) the aggregate Matching Contributions made on such Participant’s behalf pursuant to Subsection (B) for such Plan Year.

(D)No Matching Contribution will be made with respect to any portion of a Participant’s Before-Tax Contributions that is forfeited or returned to the Participant pursuant to Article 9.  (For this purpose all such forfeitures and distributions will be deemed to be made first from any Before-Tax Contributions with respect to which no Matching Contribution was made.) 

Any Matching Contribution that is, by reason of errors in projecting the amount of a Participant’s Before-Tax Savings Contributions or otherwise, allocated to a Participant’s Account and subsequently determined to violate the foregoing provision will be subtracted from such Account as soon as practicable, increased by fund earnings and decreased by fund losses attributable to such Matching Contribution.

(E)Matching Contributions will be invested in the Ecolab Stock Fund.  To the extent such contribution is made in the form of treasury stock or authorized but unissued stock, for purposes of determining the value of the contribution and allocating the contribution to the Participants’ Accounts, the value of such stock will be its fair market value at the close of business on the day preceding the day on which the transfer to the Trustee is directed, as determined by the Administrator.

(F)All Matching Contributions will be invested in the Participant’s ESOP Account, which is intended to satisfy the requirements of an Employee Stock Ownership Plan within the meaning of Code section 404(k)(3); provided that this subsection will not apply to Matching Contributions made for Participants who are employed in and subject to income taxation under the laws of the Commonwealth of Puerto Rico.

(2)  Section 8.1 is amended by the addition of the following subsection.

(E)Any distribution of the balance of the Participant’s Account attributable to a contribution credited to the Account after distribution of the Account following the Participant’s termination of employment will, unless the Participant otherwise elects in the manner prescribed by the Administrator, be made in the same manner as the original distribution of such Account.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its authorized officers and its corporate seal to be affixed, on the date written below.

Dated:  August 11, 2006

		ECOLAB INC.
(Seal)
	By:	Steven L. Fritze
		Steven L. Fritze
		Executive Vice President and
		Chief Financial Officer

Attest:	/s/Lawrence T. Bell
	Lawrence T. Bell
	Senior Vice President,
	General Counsel and Secretary

EX-99.3

Exhibit 99.3

ECOLAB SAVINGS PLAN AND ESOP

2006

Second Declaration of Amendment

Pursuant to Section 10.2 of the Ecolab Savings Plan and ESOP — 2006 (the “Plan”), the Company amends the Plan with respect to the Company Stock Fund, effective as of the date hereof, as follows:

(1)           The last sentence of Section 5.1(A) of the Plan is amended to read as follows:

Except as provided in Section 5.1(B), the Company or its delegate may, from time to time, direct the Trustee to establish additional investment Funds or to terminate any existing investment Fund.

(2)           Section 5.1(B) of the Plan is amended to read as follows:

(B)           Notwithstanding Section 5.1(A), the investment Funds maintained by the Trustee will include the Ecolab Stock Fund, which will be invested exclusively (other than for the purpose of maintaining sufficient liquidity to provide for distributions, withdrawals, and transfers under the Plan) in common stock of Ecolab Inc. without regard to (1) the diversification of assets of the Plan and Trust, (2) the risk profile of Ecolab stock, (3) the amount of income provided by Ecolab stock, or (4) the fluctuation in the fair market value of Ecolab stock, unless the Company or its delegate determines that there is a serious question concerning the short-term viability of the Company as a going concern.  The Ecolab Stock Fund is intended as a permanent feature of the Plan.

(3)           Section 5.1 of the Plan is amended to add a new Section 5.1(C) thereto, immediately following Section 5.1(B), to read as follows:

(C)           Notwithstanding any provision of the Plan or Trust, the Company or its delegate shall be the “named fiduciary” of the Ecolab Stock Fund with sole authority and responsibility for the following duties:

(i)To impose any limitation or restriction on the investment of Participant accounts in the Ecolab Stock Fund;

(ii)To direct the sale or other disposition of all or any portion of the Ecolab stock held in the Ecolab Stock Fund;

(iii)To direct the reinvestment of the proceeds from any sale or other disposition of Ecolab stock in short-term cash equivalent investments in the Ecolab Stock Fund, until the Participants redirect the investment of such proceeds;

(iv)To instruct the Trustee with respect to the foregoing matters; and

(v)To communicate with Participants from time to time with respect to the duties listed herein.

In exercising the powers set forth in Section 5.1(B), the Company or its delegate will take into account the statement of intent set forth in Section 5.1(B) to the fullest extent permitted by ERISA.  In addition, the Company or its delegate shall evaluate the prudence of maintaining the Ecolab Stock Fund not on the basis of the risk associated with the Ecolab Stock Fund standing alone but in light of the availability of other investment options under the Plan and the ability of Plan participants to construct a diversified portfolio of investments consistent with their individual desired level of risk and return.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its authorized officers and its corporate seal to be affixed, on the date written below.

Dated:  December 15, 2006

(Seal)
	ECOLAB INC.
	By:	/s/Steven L. Fritze
		Steven L. Fritze
		Executive Vice President and Chief Financial Officer

Attest:	/s/Lawrence T. Bell
	Lawrence T. Bell
	Senior Vice President, General Counsel and Secretary

EX-99.4

Exhibit 99.4

ECOLAB SAVINGS PLAN AND ESOP

2006

Third Declaration of Amendment

Pursuant to Section 10.2 of the Ecolab Savings Plan and ESOP - 2006 Restatement, the Company amends the Plan, effective as of May 31, 2007, by revising section 5.3 to read as follows:

5.3Transfer Among Investment Funds

(A)Subject to Subsection (B) and Section 5.5, a Participant may direct the transfer of his or her Accounts among the investment Funds in any one percent increment of the aggregate of his or her Accounts or in any dollar amount not less than the minimum specified by Plan Rules.

(B)A Participant’s right to transfer investments will be subject to, and limited by, restrictions imposed by the managers of the investment funds involved in the transfer.

(C)Each transfer direction will be given effect not later than the close of the first banking business day following the Trustee’s receipt of the Participant’s transfer direction made in accordance with the investment selection procedures established by the Administrator; provided that if the Trustee, for any reason, is unable to complete the transfer by such time, it will complete the transfer as soon as practicable.

(D)Any transfer from the Ecolab Stock Fund to another investment fund (other than a diversification pursuant to section 5.6) will constitute a transfer out of the Participant’s ESOP Account to the non-ESOP portion of the Plan

(E)A Participant may, in accordance with Plan Rules, direct the investment of his or her Account in specified proportions among two or more of the available investment funds with instructions that, at intervals determined by the Trustee, investment fund transfers will be made, without further direction from the Participant, to rebalance the investment funds in the proportions specified by the Participant.  Such a direction may be cancelled or modified at any time in accordance with Plan Rules.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its authorized officers and its corporate seal to be affixed, on the date written below.

Dated:  May 15, 2007

		ECOLAB INC.
(Seal)
	By:	/s/Steven L. Fritze
		Steven L. Fritze
		Executive Vice President and
		Chief Financial Officer

Attest:	/s/Lawrence T. Bell
	Lawrence T. Bell
	Senior Vice President, General Counsel and Secretary

EX-99.5

Exhibit 99.5

ECOLAB SAVINGS PLAN AND ESOP

2006

Fourth Amendment

Pursuant to Section 10.2 of the Ecolab Savings Plan and ESOP - 2006 Restatement, the Company amends the Plan as provided below.

A.  Discretionary Amendments.

1.  Section 3.4 is amended to read as follows, effective as of the date of this amendment.

3.4.Rollovers

(A)A Participant may, with the prior consent of the Administrator, contribute to the Trust, within 60 days of receipt,

(1)an Eligible Rollover Distribution, excluding after-tax contributions, from a plan qualified under Code section 401(a), an annuity plan under Code section 403(b), an annuity contract under Code section 403(a), or an eligible deferred compensation plan under Code section 457(a) maintained by a governmental employer described in Code section 457 (e)(1)(A); or

(2)the balance of an individual retirement account to which the only contributions have been one or more Eligible Rollover Distributions described in clause (1), excluding after-tax contributions.

(B)Any contribution to the Trust pursuant to Subsection (A) must be made in cash; provided, however, that to the extent and subject to the conditions prescribed by the Administrator, a rollover contribution made in conjunction with a business acquisition may include a Participant’s loans from the prior plan or other in kind assets.

(C)Any funds received by the Trust under this Section will be credited to the Participant’s Rollover Account.

2.  Clause 6.7(A)(4) is amended to read as follows, effective as of the date of this amendment.

(4)No borrower may have outstanding at any time more than one loan with a maturity date more than five years from the date of the loan or more than one loan with a maturity date five years or less from the date of the loan; provided that this limitation will not prohibit a rollover contribution to the Plan that includes loans exceeding this limitation.

3.  Section 11.16 is amended to read as set forth below.  The revision of Subsection (B) will be effective as of January 1, 2007.  The addition of Subsection (C) will be effective with respect to distributions made after the date of this amendment.

11.16. Eligible Rollover Distribution.

(A)An “Eligible Rollover Distribution” means any distribution to a Participant, to a Participant’s surviving spouse or to an Alternate Payee who is the Participant’s spouse or former spouse; except that such term does not include—

(1)any distribution which is one of a series of substantially equal periodic payments (not less frequently than annually) made—

(a)for the life (or life expectancy) of the Participant or the joint lives (or joint life expectancies) of the Participant and a Beneficiary, or

(b)for a specified period of 10 years or more;

(2)any distribution to the extent it is required by Code section 401(a)(9),

(3)any elective distribution of Company stock dividends from the ESOP, and

(4)any hardship distribution described in Code section 401(k)(2)(B)(i)(IV).

(B)A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions that are not includible in gross income.  Such after-tax portion may be transferred only to an individual retirement account or annuity described in Code section 408(a) or (b), or to a qualified trust described in Code section 401(a) that is exempt from tax under Code section 501(a) or an annuity contract described in Code section 403(b) if such trust or contract provides for separate accounting for amounts so transferred (and earnings thereon), including separate accounting for the portion of such distribution that is includible in gross income and the portion of such distribution that is not so includible.

(C)“Eligible Rollover Distribution” will include a distribution described in this section that is made to a non-spouse beneficiary, but only if the rollover distribution is made in accordance with Code section 402(c)(11) to an individual retirement account or annuity described in Code section 402(c)(8)(B) (i) or (ii) that is identified as an inherited IRA for the beneficiary.

4.The following section is added to Article 12, effective as of the date of this amendment.

12.12Qualified Domestic Relations Order Expenses.  Any expenses incurred by the Administrator in connection with a domestic relations order relating to a Participant will be charged against the Participant’s Account.  If any part of a Participant’s Account is assigned to an alternate payee pursuant to a qualified domestic relations order, the expenses not previously charged to the Participant’s Account will, except as the qualified domestic relations order otherwise provides, be charged equally against the Participant’s

Account and the portion allocated to the alternate payee; provided that if either portion of the Account is insufficient to pay the expense so allocated or has been distributed prior to the time the expense is charged, the insufficiency will be charged against the other portion.

B.  Good Faith 401(k) and 401(m) Amendments.  The following amendments are effective as of January 1, 2006.

1.  Subsection 3.1(A) is amended to read:

Subject to the limitations of Article 9, for each Plan Year the Participating Employer of each Participant will make Before-Tax Savings Contributions to the Trust on behalf of such Participant in the amount by which the Participant’s Eligible Earnings have been reduced in accordance with the succeeding provisions of this section.  Before-Tax Savings Contributions will be paid to the Trustee as soon as administratively practicable after the date on which the Participant would have otherwise received the Eligible Earnings with respect to which such contribution is made.  Except as allowed in Treasury Regulations, 401(k) Contributions will not be paid to the Trustee prior to the date the Active Participant performs the services with respect to which the 401(k) Contribution election relates.

2.  Clauses (1) and (2) of Section 3.1(C) are amended to read:

(1)At least once per Plan Year, an active Participant may make an election to commence Eligible Earnings reductions.  A Participant’s Eligible Earnings reductions will commence on the first payday that follows the processing of the Participant’s election.

(2)A Participant may change the rate at which Eligible Earnings reductions will be made at any time.  The change will be effective for the first payday that follows the processing of the Participant’s request for such a change.  The Participant’s Eligible Earnings reductions will continue at such changed rate until a further change by the Participant is processed.  Any such change must be to a percentage increment allowed under Subsection (B).

3.  Subsection 3.3(B) is amended to read:

(B)Matching Contributions for a Participant will be determined for each payroll period on the basis of the Participant’s Eligible Earnings paid and Before-Tax Savings Contributions, including Catch Up Contributions, made for such payroll period.  All Matching Contributions made with respect to a Before-Tax Savings Contribution during a calendar quarter will be paid to the Trustee on such date or dates as the Participating Employer may elect not later than the last day of the succeeding calendar quarter.  Except as allowed in Treasury Regulations, Matching Contributions will not be paid to the Trustee prior to the date the Participant performs the services with respect to which the Matching Contribution election relates.

4.  Section 9.1 is amended to read:

9.1.Before-Tax Savings Contribution Dollar Limitation

The aggregate amount of Before-Tax Savings Contributions and other “elective deferrals” (within the meaning of the Code section 402(g)(3)) under any other qualified plan maintained by any Affiliated Organization with respect to a Participant for any taxable year of the Participant may not exceed $15,000 (automatically adjusted for increases in the cost of living in accordance with Treasury Regulations).  If the foregoing limitation is exceeded for any taxable year of the Participant, the amount of Before-Tax Savings Contributions in excess of such limitation, increased by Fund earnings or decreased by Fund losses attributable to the excess, will be returned to the Participant.  Such distribution may be made at any time after the excess contributions are received, but not later than April 15 of the taxable year following the taxable year to which such limitation relates.  The amount returned to a Participant who has made elective deferrals for the calendar year other than under this Plan or another qualified plan maintained by an Affiliated Organization will, to the extent of such other elective deferrals, be determined in accordance with written allocation instructions received by the Administrator from the Participant not later than March 1 of the taxable year following the taxable year with respect to which the Before-Tax Savings Contributions were made.

5.  Clause 9.3(C)(2)(a) is amended to read:

(a)the amount of Before-Tax Savings Contributions made for the Participant, together with earnings on such contributions, will be distributed to the Participant, and any Matching Contributions attributable to the amount so distributed, together with earnings on such contributions, will be forfeited, and

6.  Section 11.42 is amended to read:

11.42.Termination of Employment

For purposes of determining entitlement to a distribution under this Plan, a Participant will be deemed to have terminated employment only if he or she has terminated his or her employment relationship with all Participating Employers and other Affiliated Organizations or if he or she becomes Disabled.  Neither transfer of employment among Participating Employers and other Affiliated Organizations nor absence from active service by reason of short-term disability leave or any other leave of absence will constitute a termination of employment.    A Participant’s change in status from an Employee to a Leased Employee will not constitute a termination of employment.  The following rules will apply notwithstanding the preceding sentences.

(a)A Participant who (i) is absent from active service with all Affiliated Organizations by reason of a military leave or (ii) transfers employment on a permanent basis outside of the United States and is

not, or ceases to be, a resident alien, will be deemed to have terminated employment for such purpose if he or she has attained age 59 1/2.

(b)A Participant who transfers employment on a temporary basis to a foreign subsidiary of a Participating Employer or other Affiliated Organization will be deemed not to have terminated employment.

6.  Section 13.1 is amended to read:

13.1.Merger, Consolidation, Transfer of Assets

If this Plan is merged or consolidated with, or its assets or liabilities are transferred to, any other plan, each Participant will be entitled to receive a benefit immediately after such merger, consolidation or transfer (if such other plan were then terminated) that is equal to or greater than the benefit he or she would have been entitled to receive immediately before such merger, consolidation or transfer (if this Plan had then terminated).  Any amounts so transferred that were subject to distribution limitations of Code section 401(k)(2)(B) in this Plan will continue to be subject to such limitations in the transferee plan. If any other plan is merged into this Plan, any provisions unique to the Accounts resulting from such merger may be set forth in an exhibit, which will be appended to this instrument.  No such transfer will be made unless the Administrator has determined that the other plan will apply the Code section 401(k) distribution restrictions to the transferred 401(k) accounts.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its authorized officers and its corporate seal to be affixed, on the date written below.

Dated:  September 14, 2007

		ECOLAB INC.
(Seal)
	By:	/s/Steven L. Fritze
		Steven L. Fritze
		Executive Vice President and
		Chief Financial Officer

Attest:	/s/Sarah Z. Erickson
	Sarah Z. Erickson
	Associate General Counsel — Corporate
	and

EX-99.6

Exhibit 99.6

ECOLAB SAVINGS PLAN AND ESOP

2006

Fifth Amendment

Pursuant to Section 10.2 of the Ecolab Savings Plan and ESOP - 2006 Restatement, the Company amends section 11.5 of the Plan to read:

11.15.Eligible Earnings

(A)Except as provided below, the “Eligible Earnings” of a Participant for any period are the sum of the amounts paid for that period for service as an Employee as base salary and wages, overtime pay, shift differential premium, commissions, annual incentive bonuses paid in the form of cash (but not long-term incentive bonuses), vacation pay, personal leave pay and short-term disability benefits paid by the Participating Employer, increased by the amount of Before-Tax Savings Contributions made on behalf of the Participant for that period and by the net amount of compensation reductions experienced by the Participant during such Plan Year under any Code section 125 cafeteria plan or Code section 132(f)(4) qualified transportation fringe maintained by the Participating Employer.  Eligible Earnings will not include severance pay, any remuneration paid after the end of the month following the month in which the Participant’s employment terminated, amounts deferred or paid under an agreement between the Participating Employer and the Participant that is not a plan qualified under Internal Revenue Code Section 401(a), any Matching Contributions or Profit Sharing Contributions, contributions made by the Participating Employer under any other employee benefit plan, or amounts realized by the Participant upon the exercise of a nonqualified stock option, the lapse of restrictions applicable to restricted stock or any disposition of stock acquired under a qualified or incentive stock option.

(B)Notwithstanding Subsection (A), in no event will a Participant’s Eligible Earnings for any Plan Year be taken into account to the extent they exceed $200,000; provided, that the dollar limitation for each Plan Year will be adjusted for cost of living increases to such larger amount as may be in effect for such Plan Year under Code section 401(a)(17).

(C)Notwithstanding Subsection (A), to the extent that a payment in the nature of back pay is required to be included in Eligible Earnings for purposes of this Plan, such payment will be taken into account, in the manner prescribed by the Administrator, as Eligible

Earnings for the period or periods in which such payment is made and not for the period to which the back pay may relate.

This amendment is effective as of January 1, 2008.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its authorized officers and its corporate seal to be affixed, on the date written below.

Dated:  September 4, 2008

		ECOLAB INC.
(Seal)
	By:	/s/Steven L. Fritze
		Steven L. Fritze
		Chief Financial Officer

Attest:	/s/Lawrence T. Bell
	Lawrence T. Bell
	General Counsel and Secretary

EX-99.7

Exhibit 99.7

ECOLAB SAVINGS PLAN AND ESOP

2006

Sixth Amendment

Pursuant to Section 10.2 of the Ecolab Savings Plan and ESOP - 2006 Restatement, the Company amends the Plan as set forth below.  These amendments will be effective as of January 1, 2009.

1)Section 3.1 is amended to read as follows:

3.1.Before-Tax Savings Contributions

(A)Subject to the limitations of Article 9, for each Plan Year the Participating Employer of each Participant will make Before-Tax Savings Contributions to the Trust on behalf of such Participant in the amount by which the Participant’s Eligible Earnings have been reduced in accordance with the succeeding provisions of this section.  Before-Tax Savings Contributions will be paid to the Trustee as soon as administratively practicable after the date on which the Participant would have otherwise received the Eligible Earnings with respect to which such contribution is made.

(B)Subject to the succeeding provisions of this section, a Participant may elect to reduce his or her Eligible Earnings by any one percent increment from one percent to 25 percent.  The percentage so elected will automatically apply to the Participant’s Eligible Earnings as adjusted from time to time.  A Participant’s election will be applied to his or her Eligible Earnings determined without regard to the limitation of Code section 401(a)(17), but will not, for any Plan Year, exceed the specified maximum percentage of his or her Eligible Earnings determined with regard to such limitation.

(C)Elections for Eligible Earnings reductions will be made in accordance with the election procedures established by the Administrator and in accordance with the following rules.

(1)A Participant’s Eligible Earnings reductions will commence on the first payday that follows the processing of the Participant’s election.  A Participant’s Eligible Earnings reductions will cease as of the end of the month in which the Participant terminates employment, transfers employment to an Affiliated Organization that has not adopted the Plan or transfers employment classification to a classification not covered under this Plan.

(2)A Participant may change the rate at which Eligible Earnings reductions will be made for the first payday that follows the processing of the Participant’s request for such a change.  The Participant’s Eligible Earnings reductions will continue at such changed rate until a further change by the Participant is processed.  Any such change must be to a percentage increment allowed under Subsection (B).

(3)A Participant may suspend Eligible Earnings reductions as of the first payday that follows the processing of the Participant’s request for the suspension.  A Participant who has suspended Eligible Earnings reductions may resume such reductions as of the first payday that follows the processing of the Participant’s request for such resumption.

(4)Eligible Earnings reductions for a Participant who has terminated employment, transferred employment to an Affiliated Organization that has not adopted the Plan or transferred employment classification to a classification not covered under this Plan, and who is reemployed with a Participating Employer or transfers to an employment classification that is covered under this Plan, as the case may be, will not be resumed unless the Participant again enrolls in the Plan following the occurrence of such event.

(5)Participants on a leave of absence, other than a short-term disability leave or military service leave during which the Participant continues to receive Eligible Earnings, will be deemed to have suspended Eligible Earnings reductions as of the payday which next follows the date on which the Administrator processes the appropriate suspension following receipt of notification of the commencement of the leave of absence.  A Participant’s Eligible Earnings reductions will be resumed upon the Participant’s return from a leave of absence of less than six months’ duration at the rate in effect prior to the leave unless the Participant changes the rate pursuant to paragraph (B).  After a Participant returns from a leave of six months’ duration or more, Eligible Earnings reductions will be resumed as of the first payday that follows the processing of the Participant’s request for such resumption.

(6)Participants’ Eligible Earnings reductions may be made only on a continuing payroll period basis and in accordance with Plan Rules.  If any election or notice submitted by a Participant to the Administrator is not processed on a timely basis, no retroactive adjustments shall be made to take into account the effect of any such delay unless required by Treasury Regulations.

(7)Before Tax Savings Contributions for a Participant who makes a hardship withdrawal pursuant to Section 6.3 will be automatically suspended for the six month period beginning on the date of the withdrawal distribution.  Following the suspension period the Participant may again elect Eligible Earnings reductions in accordance with this subsection.

2)Section 3.3 is amended to read as follows:

3.3.Matching Contributions

(A)Subject to the limitations of Article 9, each Participating Employer will contribute to the Trust on behalf of each Participant who is a Qualified Employee of such Participating Employer an amount equal to the sum of the following amounts:

2

(1)the amount of Before-Tax Savings Contributions, including Catch Up Contributions, made for such Participant that does not exceed three percent of such Participant’s Eligible Earnings, and

(2)one-half of the amount of the Before-Tax Savings Contributions, excluding Catch Up Contributions, made for such Participant that exceeds three percent of such Participant’s Eligible Earnings but does not exceed five percent of such Participant’s Eligible Earnings.

(B)Matching Contributions for a Participant will be determined for each payroll period on the basis of the Participant’s Eligible Earnings paid and Before-Tax Savings Contributions, including Catch Up Contributions, made for such payroll period.  All Matching Contributions made with respect to a Before-Tax Savings Contribution during a calendar quarter will be paid to the Trustee on such date or dates as the Participating Employer may elect not later than the last day of the succeeding calendar quarter.

(C)As of the end of each Plan Year, each Participating Employer will contribute to the Trust on behalf of each Participant who was a Qualified Employee of such Participating Employer during such Plan Year an additional Matching Contribution equal to the excess, if any, of

(1)  the Matching Contribution that would have been made on behalf of the Participant had contributions under Subsection (A) been determined on the basis of the Participant’s Before-Tax Savings Contributions for the entire Plan Year, over

(2) the aggregate Matching Contributions made on such Participant’s behalf pursuant to Subsection (B) for such Plan Year.

(D)No Matching Contribution will be made with respect to any portion of a Participant’s Before-Tax Contributions that is forfeited or returned to the Participant pursuant to Article 9.  (For this purpose all such forfeitures and distributions will be deemed to be made first from any Before-Tax Contributions with respect to which no Matching Contribution was made.)  Any Matching Contribution that is, by reason of errors in projecting the amount of a Participant’s Before-Tax Savings Contributions or otherwise, allocated to a Participant’s Account and subsequently determined to violate the foregoing provision will be subtracted from such Account as soon as practicable, increased by fund earnings and decreased by fund losses attributable to such Matching Contribution.

(E)Matching Contributions will be invested in accordance with the Participant’s most recent investment directions for future contributions.

3

3)Section 5.5 is amended to read as follows:

5.5.Ecolab Stock Fund Rules

(A)Each Profit Sharing Account and each Matching Contribution Account will be invested in accordance with the Participant’s investment direction.  A Participant may change the investment form of an amount held in an ESOP Account in accordance with the terms of Section 5.3, but subject to Sections 4.1(H) and 4.1(I).

(B)Any proceeds from a tender of Ecolab Inc. stock will be allocated among the Accounts of the Participants and Beneficiaries to which the tendered stock was attributable.  Such proceeds will be held in a subaccount of the Ecolab Stock Fund and invested in the manner prescribed by Plan Rules.

4)Section 11.15 is amended to read as follows:

11.15.Eligible Earnings

(A)Except as provided below, the “Eligible Earnings” of a Participant for any period are the sum of the amounts paid for that period for service as an Employee as base salary and wages, overtime pay, shift differential premium, commissions, annual incentive bonuses paid in the form of cash (but not long-term incentive bonuses), vacation pay, personal leave pay, “differential wage payment,” as defined in Code section 3401(h), and short-term disability benefits paid by the Participating Employer, increased by the amount of Before-Tax Savings Contributions made on behalf of the Participant for that period and by the net amount of compensation reductions experienced by the Participant during such Plan Year under any Code section 125 cafeteria plan or Code section 132(f)(4) qualified transportation fringe maintained by the Participating Employer.  Eligible Earnings will not include severance pay, executive perquisite allowance, any remuneration paid after the end of the month following the month in which the Participant’s employment terminated, amounts deferred or paid under an agreement between the Participating Employer and the Participant that is not a plan qualified under Internal Revenue Code Section 401(a), any Matching Contributions or Profit Sharing Contributions, contributions made by the Participating Employer under any other employee benefit plan, or amounts realized by the Participant upon the exercise of a nonqualified stock option, the lapse of restrictions applicable to restricted stock or any disposition of stock acquired under a qualified or incentive stock option.

(B)Notwithstanding Subsection (A), in no event will a Participant’s Eligible Earnings for any Plan Year be taken into account to the extent they exceed $200,000; provided, that the dollar limitation for each Plan Year will be adjusted for cost of living increases to such larger amount as may be in effect for such Plan Year under Code section 401(a)(17).

4

(C)Notwithstanding Subsection (A), to the extent that a payment in the nature of back pay is required to be included in Eligible Earnings for purposes of this Plan, such payment will be taken into account, in the manner prescribed by the Administrator, as Eligible Earnings for the period or periods in which such payment is made and not for the period to which the back pay may relate.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its authorized officers and its corporate seal to be affixed, on the date written below.

Dated: December 19, 2008

		ECOLAB INC.
(Seal)
	By:	/s/Steven L. Fritze
		Steven L. Fritze
		Chief Financial Officer

Attest:	/s/Lawrence T. Bell
	Lawrence T. Bell
	General Counsel and Secretary

5

EX-99.8

Exhibit 99.8

ECOLAB SAVINGS PLAN AND ESOP

2006

Seventh Amendment

Pursuant to Section 10.2 of the Ecolab Savings Plan and ESOP - 2006 Restatement (the “Plan”), the Company amends the Plan to comply with certain provisions of the Pension Protection Act of 2006, the Heroes Assistance and Relief Tax Act of 2008, and the Worker, Retiree, and Employee Recovery Act of 2008 in the manner set forth below.

(1)Section 8.8 is amended effective January 1, 2008 to read:

8.8.Direct Rollovers

To the extent a distribution is an Eligible Rollover Distribution, the Administrator will, if so instructed by the distributee in accordance with Plan Rules, direct the Trustee to make the distribution to an eligible retirement plan, within the meaning of Code section 402(c), including a Roth IRA described in Code section 408A.  The foregoing provision will not apply if the aggregate taxable distributions to be made to the distributee during the calendar year are less than $200 or, if the portion of the distribution to be distributed to the eligible retirement plan is less than $500 and is less than the entire taxable portion of the distribution.

(2)Section 11.16(B) is amended effective January 1, 2008 to read:

(B)A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions that are not includible in gross income.  Such after-tax portion may be transferred only to an individual retirement account or annuity described in section 408(a) or (b) of the Code, a Roth IRA described in Code section 408A, or a qualified defined contribution plan described in section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution that is includible in gross income and the portion of such distribution that is not so includible.

(3)Section 13.3(B)(1)(a) is amended to read:

(a)The present values of accrued benefits and the amounts of account balances of an employee as of the determination date shall be increased by the distributions made with respect to the employee under the Plan and any plan aggregated with the Plan under Code section 416(g)(2) during the 1-year period ending on the determination date.  The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Code section 416(g)(2)(A)(i).  If a distribution is made for a reason other than severance from employment, death, or disability, this provision shall be applied by substituting “5-year period” for “1-year period.”

(4)Section 13.7 is amended effective for deaths occurring on and after January 1, 2007 by adding the following new clause.

(E)The survivors of a Participant who dies while performing qualified military service (as defined in Code section 414(u)) are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) that would have been provided under the Plan had the Participant resumed employment with the Employer and then terminated employment on account of death.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its authorized officers and its corporate seal to be affixed, on the date written below.

Dated: December 22, 2009

		ECOLAB INC.
(Seal)
	By:	/s/Steven L. Fritze
		Steven L. Fritze
		Chief Financial Officer

Attest:	Lawrence T. Bell
	Lawrence T. Bell
	General Counsel and Secretary