EXHIBIT
(10)M


 


ECOLAB
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(As Amended and Restated Effective as of January 1, 2003)


 


WHEREAS, the Company
previously established the Ecolab Supplemental Executive Retirement Plan (the
“Plan”) to provide additional retirement benefits in consideration of services
performed and to be performed by certain participants for the Company and
certain related corporations.


 


NOW, THEREFORE, pursuant
to Section 1.3 of the Plan and Section 5.1 of the Ecolab Inc.
Administrative Document for Non-Qualified Benefit Plans, the Company hereby
amends and restates the Plan in its entirety to read as follows:


 


ARTICLE I

PREFACE


 


Section 1.1             Effective Date.  The effective date of this amendment and
restatement of the Plan is January 1, 2003.  The benefit, if any, payable with respect to a former Executive
who Retired or died prior to the Effective Date (and who is not rehired by a
member of the Controlled Group thereafter) shall be determined by, and paid in
accordance with, the terms and provisions of the Plan as in effect prior to the
Effective Date.


 


Section 1.2             Purpose of the
Plan.  The purpose of this Plan is
to provide additional retirement benefits for certain management and highly
compensated employees of the Company who perform management and professional
functions for the Company and certain related entities.


 


Section 1.3             Administrative
Document.  This Plan includes the
Ecolab Inc. Administrative Document for Non-Qualified Plans (the
“Administrative Document”), which is incorporated herein by reference.


 


ARTICLE II

DEFINITIONS


 


Words and phrases used
herein with initial capital letters which are defined in the Pension Plan or
the Administrative Document are used herein as so defined, unless otherwise
specifically defined herein or the context clearly indicates otherwise.  The following words and phrases when used in
this Plan with initial capital letters shall have the following respective
meanings, unless the context clearly indicates otherwise:


 


Section 2.1             “Actuarial Factors”
shall mean the actuarial assumptions set forth in Exhibit A which is attached
to and forms a part of this Plan.


 


Section 2.2             “Death Beneficiary.”


 


(1)           The term “Death
Beneficiary” shall mean the person or persons designated by the Executive to
receive SERP Benefits hereunder in the event of his death.  The designation of a Death Beneficiary under
the Plan may be made, revoked or changed only by an instrument (in form
prescribed by the Administrator) signed by the Executive and delivered to the
Administrator during the Executive’s lifetime. 
If the Executive is married on the date of his death and has been
married throughout the one-year period ending on the date of death, his
designation of a Death Beneficiary other than, or in addition to, his spouse
under the Plan shall not be effective unless such spouse has consented in
writing to such designation.


 


(2)           Any SERP Benefits
remaining to be paid after the death of a Death Beneficiary shall be paid to
the Death Beneficiary’s estate, except as otherwise provided in the Executive’s
Death Beneficiary designation.


 

















 


Section 2.3             “Cash Balance
Participant” shall mean an Executive for whom a Retirement Account is
maintained under the Pension Plan.


 


Section 2.4             “Disability”
or “Disabled.”  An Executive
shall be deemed to have a “Disability” or be “Disabled” if the Executive’s
active employment with an Employer ceased due to a disability that entitles the
Executive to benefits under any long-term disability plan sponsored by the
Company.  An Executive’s Disability
shall continue until the earliest to occur of (1) the date on which the
Executive’s employment with the Controlled Group as an Executive terminates,
(2) the date the Executive recovers from the Disability, or (3) the date of
termination of payments under the Company’s long-term disability plan for any
reason.


 


Section 2.5             “Executive”
shall mean an Employee who is an elected corporate officer of an Employer and
who is selected by the Administrator to participate in the Plan or such other
Employee who is selected by the Chief Executive Officer of the Company to
participate in the Plan.


 


Section 2.6             “Final Average
Compensation” shall mean the average of an Executive’s Annual Compensation
(as defined in the Administrative Document but as modified by the next
sentence) for the five (5) consecutive Plan Years of employment with the
Employers preceding the Executive’s Retirement or death (including the year of
the Executive’s Retirement or death) which yields the highest average
compensation.  Notwithstanding the
foregoing, for purposes of calculating the Final Average Compensation of a
Disabled Executive, the rules applicable for determining the Final Average
Compensation for persons who accrue benefits under the Final Average
Compensation formula specified in Section 4.6 of the Pension Plan shall
apply.  If an Executive has been
employed by the Employers for a period of less than five (5) Plan Years
preceding his Retirement or death, Final Average Compensation shall be
calculated using the Executive’s total period of employment with the Employers
(calculated using complete months of employment).


 


Section 2.7             “Minimum Benefit”
shall mean one-twelfth (1/12) of the sum of the Executive’s:


 


(1)           benefit as of
June 30, 1994, if any, as a result of the crediting of Years of Past
Service Credit; and


 


(2)           annual SERP Benefit (a)
based on Final Average Compensation, Years of Eligibility Service, and Years of
Benefit Service as of June 30, 1994 (i.e., frozen target benefit), reduced
by (b) the reductions under the SERP for the Executive’s (i) Pension Benefit,
fifty percent (50%) of Primary Insurance Amount, and Savings Plan Benefit, as
those terms were defined in the SERP on June 30, 1994, but based on actual
benefit levels at the Executive’s retirement, and (ii) Mirror Pension Benefit,
as that term was defined in SERP on July 1, 1994, but based on the actual
benefit level at the Executive’s retirement to the extent it is actually
payable from the Mirror Pension Plan (i.e., current benefit level offsets).


 


Section 2.8             “Mirror Pension
Benefit”  shall mean one-twelfth
(1/12) of the annual total benefit payable to an Executive under the Ecolab
Mirror Pension Plan calculated on a single life annuity basis commencing at age
65, as determined by the Administrator.


 


Section 2.9             “Pension Benefit”
shall mean one-twelfth (1/12) of the annual total pensions paid or payable to
the Executive under any pension plan (other than the Ecolab Savings Plan, as
such plan may be amended from time to time) sponsored by a member of the
Controlled Group which satisfies the qualification requirements of the Code
calculated on a single life annuity basis commencing at age 65, as determined
by the Administrator including (a) projected payments from any former pension
plan or former profit sharing plan which reduces the pension payable under the
Pension Plan or (b) payments of Retirement Account benefits under the Pension
Plan.


 


Section 2.10           “Plan” shall
mean this Ecolab Supplemental Executive Retirement Plan, as it may be amended
from time to time.


 


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Section 2.11           “Primary Insurance
Amount” shall mean the monthly primary social security benefit the
Executive will be entitled to at age 65, determined in accordance with Exhibit
B which is attached to and forms a part of this Plan.


 


Section 2.12           “Retirement” or
“Retired.”  The Retirement of an
Executive shall occur upon his termination of employment with the Controlled
Group for any reason other than death or Disability on or after (1) his
attainment of age 55 and the completion of at least 10 Years of Eligibility
Service, or (2) his attainment of age 65. 
For purposes of determining Retirement under this Plan, the employment
of a Disabled Executive shall be deemed to have terminated “for reasons other
than Disability” at such time as he ceases to meet the definition of
Disability, provided he does not resume active employment with the Controlled
Group.


 


Section 2.13           “Savings Plan
Benefit” shall mean the benefit payable to the Executive calculated as of
July 1, 1994 in accordance with Exhibit C which is attached to and forms a
part of this Plan.


 


Section 2.14           “SERP Benefit”
shall mean the retirement benefit determined under Article III.


 


Section 2.15           “SERP Pre-Retirement
Benefit” shall mean the pre-retirement benefit determined under
Article IV.


 


Section 2.16           “Year of Benefit
Service.”


 


(1)           An Executive shall be
credited with one Year of Benefit Service for each year of “Credited Service”
(or such other defined term which is used to determine service for benefit
accrual purposes) as defined by and credited to the Executive under the Pension
Plan.  Notwithstanding the foregoing,
for purposes of calculating Years of Benefit Service for a Cash Balance
Participant, the rules applicable for determining Credited Service under the
Pension Plan for persons who accrue benefits under the Final Average
Compensation formula specified in Article 4 of the Pension Plan shall
apply.


 


(2)           A Disabled Executive
shall continue to accrue Years of Benefit Service during the period of his
Disability for purposes of determining the amount of his SERP Benefit
hereunder.


 


(3)           In no event shall an
Executive’s Years of Benefit Service under the Plan exceed thirty (30) years.


 


Section 2.17           “Year of Eligibility
Service.”


 


(1)           An Executive shall be
credited with one Year of Eligibility Service for each year of “Continuous
Service” (or such other defined term which is used to determine service for
vesting purposes) as defined by and credited to the Executive under the Pension
Plan.


 


(2)           A Disabled Executive
shall continue to accrue Years of Eligibility Service during the period of his
Disability for purposes of determining the amount of his SERP Benefit
hereunder.


 


Section 2.18           “Year of Past
Service Credit” means the excess, if any, of the thirty (30) Years of
Benefit Service required to earn the maximum SERP Benefit hereunder over the
number of Years of Benefit Service it would be possible for the Executive to
accumulate by his attainment of age 65 or, if later, the date of his
Retirement.


 


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ARTICLE III

SERP BENEFITS


 


Section 3.1             Coverage.


 


(1)           Commencement of
Coverage.  An Employee shall become
covered under the Plan as of the first date on or after the Effective Date on
which he is an Executive.


 


(2)           Termination of Coverage.  An Executive shall cease to be covered under
the Plan on the earliest to occur of (a) the date the Executive ceases to be
employed by the Controlled Group for any reason other than death, Disability or
Retirement, or (b) with respect to a Disabled Executive, the date the Executive
is no longer Disabled, provided he does not resume active employment as an
Executive or incur a Retirement.


 


Section 3.2             Amount of SERP
Benefits.


 


(1)           Each Executive shall,
upon Retirement, be entitled to a SERP Benefit which shall be determined as
hereinafter provided.  The SERP Benefit
shall be a monthly retirement benefit payable in the form of a 15 year certain
benefit commencing upon the Executive’s attainment of age 65 equal to the sum
of (a) and (b), where:


 


(a) =                        one-twelfth
(1/12th) of the Executive’s Final Average Compensation, multiplied by two
percent (2%) for each of the Executive’s Years of Benefit Service (up to a
maximum of 30), reduced by (i) the Pension Benefit, (ii) the Mirror Pension
Benefit, (iii) fifty percent (50%) of the Primary Insurance Amount, and (iv)
the Savings Plan Benefit; and


 


(b) =                       the
difference between (i) one-twelfth (1/12th) of the Executive’s Final Average
Compensation, and (ii) one-twelfth (1/12th) of the Executive’s
Annual Compensation for the Plan Year in which the Executive commenced
employment with the Controlled Group, multiplied by one percent (1%) for each
of the Executive’s Years of Past Service Credit (if any).


 


For purposes of
subsection (1)(b)(ii), if the Executive was not an Employee for the entire
Plan Year, his Annual Compensation for such Plan Year shall be annualized based
on the number of days employed by the Controlled Group out of a Plan Year of
365 days.


 


(2)           In no event shall an
Executive’s monthly SERP Benefit be less than the amount of his Minimum
Benefit.


 


Section 3.3             Time of Payment.


 


(1)           In General.  An Executive’s SERP Benefit shall be paid or
commence to be paid within 90 days after the later of the date the Executive
attains age 65 or the date of the Executive’s Retirement.  Notwithstanding the foregoing, if payment at
such time is prevented due to reasons outside of the Administrator’s control,
the SERP Benefits shall commence to be paid as soon as practicable after the
end of such 90-day period, and the first payment hereunder shall include any
SERP Benefits not made as a result of the delay in payment.


 


(2)           Early Commencement.  Notwithstanding the provisions of
Subsection (1) of this Section, upon the written request of the Executive
(on a form prescribed by the Administrator) which is filed with the
Administrator prior to the Executive’s termination of employment with the
Controlled Group because of involuntary termination, death or Disability or at
least one (1) year prior to the Executive’s voluntary Retirement, the
Administrator may, in its complete and sole discretion, commence payment of the
SERP


 


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Benefits to the Executive at a specified date which is
after the Executive’s Retirement but prior to the Executive’s attainment of age
65; provided, however, that the amount of the SERP Benefit shall be reduced by
one/two hundred and eightieth (1/280th) for each month that the date of the
commencement of the SERP Benefits precedes the date on which the Executive will
attain age 62.


 


Section 3.4             Form of Payment


 


(1)           In General.  An Executive who does not want his SERP
Benefit to be paid in the form of the 15-year certain benefit described in
Section 3.2 may elect to receive his SERP Benefit in any of the optional forms
of benefit payment which are permitted under the Pension Plan.  Any such optional form of benefit shall be
the Actuarial Equivalent of the SERP Benefit payable to the Executive in the
form specified in Section 3.2.


 


(2)           Lump Sum Payment.


 


(a)           Notwithstanding the
provisions of Subsection (1) of this Section, an Executive may elect to
receive the SERP Benefit in the form of a single lump sum payment.


 


(b)           The lump sum payment
described in paragraph (a) of this Subsection shall be calculated by
converting the Executive’s SERP Benefit (calculated in accordance with the
provisions of Section 3.2) at the time of the commencement of such Benefit
into a lump sum amount of equivalent actuarial value when computed using the
Actuarial Factors specified in Exhibit A for this purpose, and then applying
the ten percent (10%) reduction, if applicable, provided for in
Subsection (3) of this Section.


 


(c)           Notwithstanding any
provision of the Plan to the contrary, in the event the equivalent actuarial
value of the Executive’s SERP Benefit, when computed using the Actuarial
Factors specified in Exhibit A for this purpose, does not exceed $25,000 , such
Benefit shall be paid in the form of a single lump sum payment.


 


(3)           Form/Timing of
Election.  Any election of an
optional form of benefit must be in writing (on a form provided by the
Administrator) and filed with the Administrator prior to the Executive’s
termination of employment with the Controlled Group because of involuntary
termination, death or Disability or at least one (1) year prior to the
Executive’s voluntary Retirement.  Any
such election may be changed at any time and from time to time without the
consent of any existing Death Beneficiary or any other person (except as described
in Section 2.2), by filing a later signed written election with the
Administrator; provided that any election made less than one (1) year prior to
the Executive’s voluntary Retirement shall not be valid, and in such case,
payment shall be made in accordance with the latest valid election of the
Executive.  Notwithstanding the
foregoing, an Executive shall be permitted to make an election to receive his
SERP Benefit in the form of a lump sum payment within the one (1) year period
prior to his voluntary termination if (and only if) the amount of the SERP
Benefit payable to the Executive is reduced by ten percent (10%).


 


ARTICLE IV

SERP PRE-RETIREMENT BENEFITS


 


Section 4.1             Eligibility.  The Death Beneficiary of an Executive who
dies after becoming vested in his SERP Benefits (including the Death
Beneficiary of an Executive who dies while he is Disabled) but prior to
commencing to receive SERP Benefits hereunder shall be entitled to receive the
SERP Pre-Retirement Benefits described in Section 4.2 in lieu of any other
benefits described in the Plan.


 


Section 4.2             Amount, Form and
Timing of SERP Pre-Retirement Benefits. 
A Death Beneficiary who is eligible for a SERP Pre-Retirement Benefit
shall receive a SERP Pre-Retirement Benefit based on the Executive’s SERP
Benefit hereunder.  The SERP Pre-Retirement
Benefit shall be calculated in accordance with, and payable at the same time
and (except as provided in Section 3.4(2)) in the same manner as, the pre-


 


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retirement death benefits and (if applicable) the
optional death benefits described in the Pension Plan, as determined by the
Administrator.  Notwithstanding the
foregoing, the Death Beneficiary of a Cash Balance Participant, and who is
eligible for a SERP Pre-Retirement Benefit, shall receive such Benefit in the
form of a lump sum payment.


 


ARTICLE V

VESTING


 


Section 5.1             Vesting.


 


(1)           In General.  Except as provided in Subsections (2) and
(3) of this Section, an Executive shall become vested in the SERP Benefits upon
(a) his attainment of age 65 while in the employ of the Controlled Group, or
(b) his attainment of age 55 while in the employ of the Controlled Group and
his completion of 10 Years of Eligibility Service.


 


(2)           Forfeiture Provision.


 


(a)           Notwithstanding the
provisions of Subsection (1) hereof, but subject to the requirements of
clause (b) of this Subsection, the Employers shall be relieved of any
obligation to pay or provide any future SERP Benefits or SERP Pre-Retirement
Benefits under this Plan and shall be entitled to recover amounts already
distributed if, without the written consent of the Company, the Executive,
whether before or after termination with the Controlled Group (i) participates
in dishonesty, fraud, misrepresentation, embezzlement or deliberate injury or
attempted injury, in each case related to the Company or a Controlled Group
member, (ii) commits any unlawful or criminal activity of a serious nature,
(iii) commits any intentional and deliberate breach of a duty or duties that,
individually or in the aggregate, are material in relation to the Executive’s
overall duties or (iv) materially breaches any confidentiality or noncompete
agreement entered into with the Company or a Controlled Group member.  The Employers shall have the burden of
proving that one of the foregoing events have occurred.  Notwithstanding the foregoing, the
provisions of Subjection (2)(a) shall not apply to the Executive’s Minimum
Benefit.


 


(b)           Notwithstanding the
foregoing, an Executive shall not forfeit any portion of his SERP Benefits or
SERP Pre-Retirement Benefits under clause (a) of this Subsection unless
(i) the Executive receives reasonable notice in writing setting forth the
grounds for the forfeiture, (ii) if requested by the Executive, the Executive
(and/or the Executive’s counsel or other representative) is granted a hearing
before the full Board of Directors of the Company (the “Board”) and (iii) a
majority of the members of the full Board determine that the Executive violated
one or more of the provisions of clause (a) of this Subsection.


 


(3)           Acceleration of
Vesting.  Notwithstanding the
provisions of Subsection (1) hereof, the SERP Benefits of the Executives
(a) who are employed by the Controlled Group on the date of a Change in Control
or (b) whose employment with the Company was terminated prior to a Change in
Control but the Executive reasonably demonstrates that the termination occurred
at the request of a third party who has taken steps reasonably calculated to
effect the Change in Control, shall become immediately 100% vested upon the
occurrence of such Change in Control.


 


ARTICLE VI

MISCELLANEOUS


 


Section 6.1             Effect of
Amendment and Termination. 
Notwithstanding any provision of the Plan (including the Administrative
Document) to the contrary, no amendment or termination of the Plan shall,
without the consent of the Executive (or, in the case of his death, his Death
Beneficiary), adversely affect the vested SERP Benefit or vested SERP
Pre-Retirement Benefit under the Plan of any Executive or Death Beneficiary as
such Benefit exists on the date of such amendment or termination.


 


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Section 6.2             Protective
Provisions.  Notwithstanding any
provision of the Plan to the contrary, if an Executive commits suicide during
the two-year period beginning on the date of his commencement of participation
in the Plan or makes any material misstatement or nondisclosure of medical
history, then, in the Administrator’s sole and absolute discretion, no SERP
Benefits or SERP Pre-Retirement Benefits shall be payable hereunder or such
Benefits may be paid in a reduced amount (as determined by the Administrator).


 


Section 6.3             Limitation on
Payments and Benefits. 
Notwithstanding any provision of this Plan to the contrary, if any
amount or benefit to be paid or provided under this Plan or any other plan or
agreement between the Executive and a Controlled Group member would be an
“Excess Parachute Payment,” within the meaning of Section 280G of the
Code, or any successor provision thereto, but for the application of this
sentence, then the payments and benefits to be paid or provided under this Plan
shall be reduced to the minimum extent necessary (but in no event to less than
zero) so that no portion of any such payment or benefit, as so reduced,
constitutes an Excess Parachute Payment; provided, however, that the foregoing
reduction shall be made only if and to the extent that such reduction would
result in an increase in the aggregate payment and benefits to be provided to
the Executive, determined on an after-tax basis (taking into account the excise
tax imposed pursuant to Section 4999 of the Code, or any successor
provision thereto, any tax imposed by any comparable provision of state law,
and any applicable federal, state and local income taxes).  If requested by the Executive or the
Company, the determination of whether any reduction in such payments or
benefits to be provided under this Plan or otherwise is required pursuant to
the preceding sentence shall be made by the Company’s independent accountants,
at the expense of the Company, and the determination of the Company’s
independent accounts shall be final and binding on all persons.  The fact that the Executive’s right to
payments or benefits may be reduced by reason of the limitations contained in
this Section 6.3 shall not of itself limit or otherwise affect any other
rights of the Executive pursuant to this Plan. 
In the event that any payment or benefit intended to be provided under
this Plan or otherwise is required to be reduced pursuant to this Section, the
Executive (in his or her sole discretion) shall be entitled to designate the
payments and/or benefits to be so reduced in order to give effect to this
Section.  The Company shall provide the
Executive with all information reasonably requested by the Executive to permit
the Executive to make such designation. 
In the event that the Executive fails to make such designation within
ten (10) business days of receiving such information, the Company may effect
such reduction in any manner it deems appropriate.


 


Section 6.4             Establishment of
Trust Fund.


 


(1)           In General.  The Plan is intended to be an unfunded,
non-qualified retirement plan.  However,
the Company may enter into a trust agreement with a trustee to establish a
trust fund (the “Trust Fund”) and to transfer assets thereto (or cause assets
to be transferred thereto), subject to the claims of the creditors of the
Employers, pursuant to which some or all of the SERP Benefits and SERP
Pre-Retirement  Benefits shall be
paid.  Payments from the Trust Fund shall
discharge the Employers’ obligation to make payments under the Plan to the
extent that Trust Fund assets are used to satisfy such obligations.


 


(2)           Upon a Change in
Control.


 


(a)           Within thirty (30)
business days of the occurrence of a Change in Control, to the extent it has
not already done so, the Company shall be required to establish an irrevocable
Trust Fund for the purpose of paying SERP Benefits and SERP Pre-Retirement
Benefits.  Except as described in the
following sentence, all contributions to the Trust Fund shall be irrevocable
and the Company shall not have the right to direct the trustee to return to the
Employers, or divert to others, any of the assets of the Trust Fund until after
satisfaction of all liabilities to all of the Executives and their Death
Beneficiaries under the Plan.  Any
assets deposited in the Trust Fund shall be subject to the claims of the
creditors of the Employers and any excess assets remaining in the Trust Fund
after satisfaction of all liabilities shall revert to the Company.


 


(b)           In addition to the
requirements described in Subsection (a) above, the Trust Fund which
becomes effective on the Change in Control shall be subject to the following
additional requirements:


 


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(i)            the trustee of the
Trust Fund shall be a third party corporate or institutional trustee;


 


(ii)           the Trust Fund shall
satisfy the requirements of a grantor trust under the Code; and


 


(iii)          the Trust Fund shall
automatically terminate (A) in the event that it is determined by a final
decision of the United Stated Department of Labor (or, if an appeal is taken
therefrom, by a court of competent jurisdiction) that by reason of the creation
of, and a transfer of assets to, the Trust, the Trust is considered “funded”
for purposes of Title I of ERISA or (B) in the event that it is determined by a
final decision of the Internal Revenue Service (or, if an appeal is taken
therefrom, by a court of competent jurisdiction) that (I) a transfer of assets
to the Trust is considered a transfer of property for purposes of Code
Section 83 or any successor provision thereto, or (II) pursuant to Code
Section 451 or any successor provision thereto, amounts are includable as
compensation in the gross income of a Trust Fund beneficiary in a taxable year
that is prior to the taxable year or years in which such amounts would
otherwise actually be distributed or made available to such beneficiary by the
trustee.  Upon such a termination of the
Trust, all of the assets in the Trust Fund attributable to the accrued SERP
Benefits and SERP Pre-Retirement Benefits shall be immediately distributed to
the Executives and the remaining assets, if any, shall revert to the Company.


 


(c)           Within five (5) days
following establishment of the Trust Fund, the Company shall transfer (or cause
the Employers to transfer) to the trustee of such Trust Fund an amount equal to
the equivalent actuarial present value of the SERP Benefits and SERP
Pre-Retirement Benefits which have been accrued as of the date of the Change in
Control on behalf of all of the Executives under the Plan (using the Actuarial
Factors specified in Exhibit A for this purpose).


 


(d)           In January of each
year following a funding of the Trust Fund pursuant to clause (c) above, the
Company shall cause to be deposited in the Trust Fund such additional amount
(if any) by which the aggregate equivalent actuarial present value (determined
using the Actuarial Factors specified in Exhibit A) of the sum of the SERP
Benefits and SERP Pre-Retirement Benefits for all Executives under the Plan as
of December 31 of the preceding year exceeds the fair market value of the
assets of the Trust Fund as of such date.


 


(e)           Notwithstanding the
foregoing, an Employer shall not be required to make any contributions to the
Trust Fund if the Employer is insolvent at the time such contribution is
required.


 


(f)            The Administrator
shall notify the trustee of the amount of SERP Pension Benefits and SERP
Pre-Retirement Pension Benefits to be paid to or on behalf of the Executive
from the Trust Fund and shall assist the trustee in making distribution thereof
in accordance with the terms of the Plan.


 


(g)           Notwithstanding any
provision of the Plan or the Administrative Document to the contrary, the
provisions of this Section 6.4(2) hereof (i) may not be amended following
a Change in Control and (ii) prior to a Change in Control may only be amended
(A) with the written consent of each of the Executives or (B) if the effective
date of such Amendment is at least two years following the date the Executives
were given written notice of the adoption of such amendment.


 


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IN WITNESS WHEREOF,
Ecolab Inc. has executed this Supplemental Executive Retirement Plan and has
caused its corporate seal to be affixed this 11th day of November,
2003.


 


 


	
   

  	
  ECOLAB INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Steven L. Fritze

  	
   

  
	
   

  	
   

  	
  Steven  L. Fritze

  
	
   

  	
   

  	
  Senior Vice President
  and

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  (Seal)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/Lawrence T. Bell

  	
   

  	
   

  	
   

  
	
  Lawrence T. Bell

  	
   

  	
   

  
	
  Senior Vice President,

  General Counsel and Secretary

  	
   

  	
   

  
					



 


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EXHIBIT A


ACTUARIAL ASSUMPTIONS 

FOR SERP BENEFITS AND

SERP PRE-RETIREMENT BENEFITS


 


	
  1.     Interest Rate:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  A. For Lump Sum

  	
   

  	
  The interest rate will
  be 125% of the 10-year Treasury rate for the month of October preceding
  the Plan Year (i.e., January 1) (1) in which the retirement or other
  termination of employment is effective if the SERP Benefit is to commence
  immediately following such retirement or termination of employment or (2) in
  which the distribution becomes payable if the payment is to be deferred.

  
	
   

  	
   

  	
   

  
	
  B. General Actuarial
  Equivalence

  	
   

  	
  7.5% except as provided
  in item 4 below.

  
	
   

  	
   

  	
   

  
	
  2.  Mortality — General Actuarial Equivalence

  	
   

  	
  1971 Group Annuity
  Table.

  
	
   

  	
   

  	
   

  
	
  3.  Annuity Values Weighted — General
  Actuarial Equivalence

  	
   

  	
  75% male, 25% female.

  
	
   

  	
   

  	
   

  
	
  4.  Lump Sum Early Commencement:

  	
   

  	
  If payment is in the
  form of a single lump sum, the lump sum interest shall be based on the lump
  sum interest rate defined in item 1 above, and the “early retirement benefit”
  immediate annuity amount as determined under Section 3.3(2).

  



 


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EXHIBIT B


PRIMARY SOCIAL
SECURITY BENEFITS


 


(A)          For purposes of the
Plan, an Executive’s monthly primary social security benefit is the estimated
social security benefit amount, under the Old Age and Survivors Insurance
Benefit Act of the United States in effect on the first day of the calendar
year during which the Executive terminates his employment, which the Executive
is receiving, or would be entitled to receive, commencing at his attainment of
age 65, whether or not he applies for, or actually receives, such benefits.


 


(B)           The amounts determined
under section (A) hereof shall be based upon the following assumptions:


 


(1)           except as otherwise
provided in clause (5) hereof, the Executive is assumed to have participated in
social security starting at the later of age 22 or January 1, 1951;


 


(2)           except as otherwise
provided in clause (5) hereof, the Executive’s compensation on which his social
security benefit is based shall be assumed to be that resulting from applying a
decrease for years prior to the mid-year of the years on which the Executive’s
Final Average Compensation is based, and an increase for years following such
mid-year, at the same rates as the national average total wages for adjusting
earnings as used in computing social security benefits, as published by the
Social Security Administration for each such year, with the rate for the last
published year being used for any years subsequent to such last published year;


 


(3)           except as otherwise
provided in clause (5) hereof, the taxable wage base, the factors for indexing
wages, and the table or formula used to determine the estimated monthly primary
social security benefit amount will be assumed to remain constant following the
Executive’s termination of employment;


 


(4)           except as otherwise
provided in clause (5) hereof, for an Executive whose employment terminates
prior to his attainment of age 65, it shall be assumed that he earned no
compensation from the date of termination of his employment to his attainment
of age 65;


 


(5)           for an Executive whose
benefit is based, in whole or part, upon the continuing accrual of Years of
Benefit Service during the period of his Disability, it shall be assumed that,
during the period for which he accrues Years of Benefit Service under those
sections, he continued to earn Annual Compensation at the same rate as during
the Plan Year in which he became Disabled; provided, however, that, in the
event the Executive is receiving, or is entitled to receive, a primary social
security disability benefit, the amount of such benefit shall be deemed to be
his “primary social security benefit” for purposes of the Plan, in lieu of the
amount otherwise determined under this Exhibit B;


 


(C)           an Executive who, for
any reason, is not a participant in the United States social security benefit
program shall be deemed to participate fully in such program for purposes of
determining the Executive’s primary social security benefit.


 


(D)          An Executive’s primary
social security benefit may be determined by reference to a schedule based
upon pay brackets, provided such schedule is prepared in accordance with
the foregoing provisions of this Exhibit B.


 


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EXHIBIT C

SAVINGS PLAN BENEFIT


 


The Savings Plan Benefit
shall be one-twelfth (1/12th) of the annual benefit, determined by the
Administrator, that would be provided by Employer Contributions to the Ecolab
Savings Plan (formerly the EL Thrift Plan) (hereafter the “Savings Plan”) made
on or prior to July 1, 1994, if the Executive’s benefit under the Savings
Plan as of July 1, 1994 were paid commencing at the Executive’s attainment
of age 65 on a straight life annuity basis (based on an interest rate of 4.25%
and the 1984 Unisex Pension Mortality Table shifted forward one year) and
assuming (1) that the Employers contributed to the Savings Plan on the
Executive’s behalf from (a) the later of January 1, 1977 or the date of
the Executive’s first eligibility for participation in the Savings Plan until
(b) the earlier of the Executive’s Retirement or July 1, 1994, an annual
amount equal to three percent (3%) of the Executive’s actual Annual
Compensation; provided, however, that the three percent (3%) shall be reduced
by the amount, if any, which could not be contributed in each year by reason of
the maximum contributions limitations of Code Section 415 and the maximum compensation
limitations of Code Section 401(a)(17), and (2) that such Employer
contributions to the Savings Plan on behalf of the Executive accumulated
earnings at an annual rate of eight percent (8%) for all periods prior to
January 1, 1991, and for each calendar year thereafter until the earlier
of the Executive’s attainment of age 65 or December 31, 1993, at an
interest rate established annually by the Administrator based on the PBGC’s
immediate annuity rate as of the December 31 of the immediately preceding
year, and for the period from January 1, 1994 until the attainment of age
65, at an interest rate of 4.25% (the December 1993 PBGC immediate rate).


 


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