EXHIBIT (4)B


 


 


Number


NCU


Common Stock


Par Value $1.00


[Graphic]


Shares


Incorporated under the
laws of the State of Delaware


[Logo]


CUSIP 278865 10 0


See Reverse for Certain
Definitions


ECOLAB INC.


 


This Certifies that


 


[SPECIMEN]


 


is the owner of Fully Paid
and Non Assessable Shares of the Common Stock of Ecolab Inc. transferable on
the books of the Corporation by the holder hereof in person or by duly
authorized attorney upon surrender of this certificate properly endorsed.  This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.


 


Witness the facsimile
seal of the Corporation and the facsimile signatures of its duly authorized
officers.


[Seal]


Dated:


 


	
  /s/ A. L. Schuman

  	
   

  
	
  Chairman of the Board

  
	
   

  
	
  /s/ L. T. Bell

  	
   

  
	
  Secretary

  
	
   

  
	
  Countersigned and
  Registered:

  
	
  EquiServe Trust
  Company, N.A.,

  
	
  By

  
	
  Transfer Agent and
  Registrar.

  
	
  Authorized Signature.

  
			



 

















 


ECOLAB  INC.


The corporation will furnish, without charge, to each stockholder who
so requests, a printed statement of the powers, designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof which the corporation is authorized to issue and the
qualifications, limitations or restrictions of such preferences and/or
rights.  Requests may be directed to the
Secretary of ECOLAB INC. at its principal office, or the Transfer Agent named
on the face of this certificate.


 


This Certificate also evidences and entitles the holder hereof to
certain Rights as set forth in the Rights Agreement between Ecolab Inc. (the
“Company”) and First Chicago Trust Company of New York (the “Rights Agent”)
dated as of February 24, 1996, as the same may be amended from time to
time (the “Rights Agreement”), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the principal offices of
the Company. Under certain circumstances, as set forth in the Rights Agreement,
such Rights will be evidenced by separate certificates and will no longer be
evidenced by this certificate. The Company will mail to the holder of this
certificate a copy of the Rights Agreement, as in effect on the date of
mailing, without charge promptly after receipt of a written request therefor.
Under certain circumstances set forth in the Rights Agreement, Rights issued
to, or held by, any Person who is, was or becomes an Acquiring Person or an
Adverse Person or any Affiliate or Associate thereof (as such terms are defined
in the Rights Agreement), whether currently held by or on behalf of such Person
or by any subsequent holder, may become null and void.


 


The following
abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to
applicable laws or regulations:


 


	
  TEN COM - as tenants in
  common

  	
   

  	
  UNIF GIFT MIN
  ACT -            
  Custodian            

  
	
  TEN ENT - as tenants by
  the entireties

  	
   

  	
   

  	
  (Cust)                (Minor)

  
	
  JT
  TEN - as joint tenants with right of survivorship and not as tenants in
  common 

  	
   

  	
   

  	
   

  	
  under Uniform Gifts to
  Minors

  Act
           

  (State)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Additional
  abbreviations may also be used though not in the above list.

  
							



 


For value received,
                 
hereby sell, assign and transfer unto


 


	
  Please insert Social
  Security or other identifying number of assignee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Please print or
  typewrite name and address including postal zip code of assignee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Shares of the capital
  stock 

  	 

	
  represented by the
  within  Certificate, and do hereby
  irrevocably constitute 

  	
   

  	 

	
  and appoint

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attorney to transfer
  the said stock on the books of the within-named Corporation with full 

  	 

	
  power of substitution
  in the premises.

  	
   

  	
   

  
							



 


	
  Dated,

  	
   

  	
   

  
	
   

  
	
   

  
	
   

  	
   

  	
   

  
					



 


NOTICE: The signature to
this assignment must correspond with the name as written upon the face of the
Certificate, in every particular, without alteration, or enlargement, or any
change whatever.