Exhibit (4)B


	
  

  	
   

  	
  COMMON STOCK

  	
   

  	
  COMMON STOCK

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PAR VALUE $1.00

  	
   

  	
  THIS CERTIFICATE
  IS TRANSFERABLE IN

  NEW YORK, NY OR CHICAGO, IL

  



 


	
  Certificate

  Number

  	
   

  	
  

  	
   

  	
  Shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ECOLAB
  INC.

  INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

  	
   

  	
   

  



 


	
  

  	
  THIS CERTIFIES THAT

  	
  CUSIP 278865 10 0

  
	
   

  	
   

  	
   

  
	
   

  	
  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.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  

  	
   

  
	
   

  	
   

  	
  DATED

  	
   

  
	
   

  	
  /s/ D.M. Baker

  	
  COUNTERSIGNED AND REGISTERED:

  
	
   

  	
  Chairman of the Board

  	
  COMPUTERSHARE INVESTOR 

  
	
   

  	
   

  	
  SERVICES, LLC.

  
	
   

  	
   

  	
  (CHICAGO)

  
	
   

  	
   

  	
  TRANSFER AGENT AND REGISTRAR,

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ L. T. Bell

  	
  By:

  	
   

  
	
   

  	
  Secretary

  	
  AUTHORIZED SIGNATURE

  
							



SECURITY
INSTRUCTIONS ON REVERSE


 











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 Computershare Investor Services, LLC (the “Rights
Agent”), dated as of February 24, 2006, as 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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  	
   

  
	
  TEN ENT -as tenants by the entireties

  	
   

  	
   

  	
   

  	
  under Uniform
  Gifts to Minors Act

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JT TEN - as joint tenants with right of survivorship
  

  	
   

  	
  UNIF TRF MIN ACT - 

  	
   

  	
  Custodian (until
  age   )

  	
   

  
	
  and not as tenants in common

  	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  under Uniform
  Transfers 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:

  	
   

  	
  20

  	
   

  	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  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.

  
										



 


	
  Signature(s) Guaranteed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BY:

  	
   

  	
   

  	
   

  



THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE

GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan

Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED

SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO

S.E.C. RULE 17Ad-15.


SECURITY
INSTRUCTIONS


THIS
IS WATERMARKED PAPER, DO NOT ACCEPT WITHOUT NOTING WATERMARK. HOLD TO LIGHT TO
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