Exhibit (10)N


 


ECOLAB MIRROR
SAVINGS PLAN


(As Amended and
Restated Effective as of March 1, 2002)


 


Pursuant to Section 1.3
of the Ecolab Mirror Savings Plan and Section 5.1 of the Ecolab Inc.
Administrative Document for Non-Qualified Benefit Plans (the “Plan”), Ecolab
Inc. (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 restatement of
the Plan is March 1, 2002.  The benefit,
if any, payable with respect to a former Executive who terminated employment
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 deferred compensation benefits for certain management and highly
compensated employees 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 when
used herein with initial capital letters which are defined in the Savings 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.  “Account” shall mean the record
maintained in accordance with Section 3.4 by the Company for each Executive’s
Mirror Savings Benefit.


 


SECTION 2.2.  “Base Salary” shall mean an
Executive’s base salary for the Plan Year (including, for this purpose, any
salary reductions caused as a result of participation (1) in an
Employer-sponsored plan which is governed by Sections 401(k), 132(f)(4) or 125
of the Code or (2) in this Plan).


 


SECTION 2.3.  “Bonus.” An Executive’s Bonus for a
Plan Year is equal to the sum of (1) the annual cash incentive bonus under the
Company’s Management Incentive Plan and/or, if applicable, the Company’s
Management Performance Incentive Plan, and (2) any similar annual cash
incentive bonus under any other equivalent Employer-sponsored bonus program (as
determined by the Administrator), which, in either case, is earned with respect
to services performed by the Executive during such Plan Year, whether or not
such Bonus is actually paid to 


 


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the Executive
during such Plan Year.  An election to
defer a Bonus under this Plan must be made before the period in which the
service is performed which gives rise to such Bonus.


 


SECTION 2.4.  “Death Beneficiary.”


 


(1)                                  The
term “Death Beneficiary” shall mean the person or persons designated by the
Executive to receive Mirror Savings Benefits hereunder in the event of his
death.  The designation of a Death
Beneficiary under the Plan may be made, and may be revoked or changed only by
an instrument (in form prescribed by 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 to such spouse 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
Mirror Savings 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 2.5.  “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 (1) any long-term disability plan
sponsored by the Company, or (2) in the event that the Executive is not a
participant in any such plan, the Social Security Act of the United States.


 


SECTION 2.6.  “Executive” shall mean an Employee
(1) who is in a pay grade of 24 or above or whose Annual Compensation
(excluding severance pay) for the preceding Plan Year exceeds the limitation
described in Code Section 401(a)(17), and (2) who is selected by the
Administrator to participate in the Plan. 
Once an Employee has satisfied the requirements of an Executive and
commenced participation in the Plan, his participation may continue,
notwithstanding the fact that his Annual Compensation is reduced below the
limitation described in Code Section 401(a)(17), until the Administrator
determines, in his or her sole discretion, that the Employee would fail to
satisfy the requirements of a “management or highly compensated employee” under
ERISA.


 


SECTION 2.7.  “Executive Deferrals” shall mean the
amounts described in Section 3.1.


 


SECTION 2.8.  “Hypothetical Investment Fund” shall
mean the investment funds designated by the Company pursuant to Section 6.1.


 


SECTION 2.9.  “Insolvent.”  For purposes of this Plan, an Employer shall
be considered Insolvent at such time as it (1) is unable to pay its debts as
they mature, or (2) is subject to a pending voluntary or involuntary proceeding
as a debtor under the United States Bankruptcy Code.


 


SECTION 2.10.  “Matching Contributions” shall mean
the amounts described in Section 3.3.


 


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SECTION 2.11.  “Minimum Benefit” shall mean the sum
of the portions of the Executive’s Account attributable to (1) his or her
Account balance as of September 1, 1994, and (2) any deferral of his Bonus
payable with respect to calendar 1994 and the Matching Contribution thereon.


 


SECTION 2.12.  “Mirror Savings Benefit.” An
Executive’s Mirror Savings Benefit at any particular time shall be equal to the
vested amounts credited to his Account at such time, as determined under
Articles III and V.


 


SECTION 2.13.  “Plan” shall mean the Ecolab Mirror
Savings Plan, as described herein and as it may be amended from time to time.


 


SECTION 2.14.  “Savings Plan” shall mean the Ecolab
Savings Plan and ESOP, as such plan may be amended from time to time.


 


SECTION 2.15.  “Unforeseeable Emergency” shall mean
an event which results (or will result) in severe financial hardship to the
Executive as a consequence of an unexpected illness or accident or loss of the
Executive’s property due to casualty or other similar extraordinary or
unforeseen circumstances out of the control of the Executive.


 


ARTICLE
III


MIRROR
SAVINGS BENEFIT


 


SECTION 3.1.  Amount of Executive Deferrals.  Each Executive may, within 30 days after the
Plan becomes effective as to him and prior to the first day of any Plan year
thereafter, by written notice to the Administrator on a form provided by the
Administrator, direct his Employer:


 


(1)                                  to
reduce (in accordance with rules established by the Administrator) the
Executive’s Base Salary for the balance of the Plan Year in which the Plan
becomes effective as to him (but only with respect to Base Salary payable for
periods of service commencing after the Executive so directs) or for any
following Plan Year (i) by a specified dollar amount or percentage, and/or (ii)
by an amount determined by the Administrator which is necessary for the
Executive to receive the maximum Matching Contributions under the Savings Plan
and this Plan (limited to a maximum Salary Deferral of 25% of the Executive’s
Base Salary in the deferral period) (the “Salary Deferrals”), and


 


(2)                                  to
reduce (in accordance with rules established by the Administrator) the
Executive’s Bonus which is earned during the Plan Year (i) by a specified
dollar amount or percentage, and/or (ii) by an amount determined by the
Administrator which is necessary for the Executive to receive the maximum
Matching Contribution on such Bonus under this Plan, as defined in Section
3.3(2) (limited to a maximum Bonus Deferral of 25% of the Executive’s Bonus)
(the “Bonus Deferrals”), and


 


(3)                                  to
credit the amounts described in paragraphs (a) and (b) of this Subsection
(collectively, the “Executive Deferrals”) to the Account described in Section
3.4 at the times described therein.


 


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SECTION 3.2.  Effect and Duration of Direction Pursuant
to Section 3.1.


 


(1)                                  Plan
Year to Plan Year.  Any direction by
an Executive to make Executive Deferrals under Section 3.1 shall be effective
with respect to the Base Salary and Bonus otherwise earned by the Executive
with respect the period to which the direction relates, and the Executive shall
not be eligible to receive such Executive Deferrals.  Instead, such Executive Deferrals shall be credited to the
Executive’s Account as provided in Section 3.4.  Any such direction made in accordance with Section 3.1 shall
remain in effect for subsequent periods described in Section 3.1 unless
terminated by the Executive by written notice to the Administrator, on a form
provided by the Administrator, prior to the first day of such subsequent
period.


 


(2)                                  Automatic
Termination/Suspension of Deferral Election.


 


(a)                                  An
Executive’s direction pursuant to section 3.1 shall automatically terminate on
(i) the date the Executive ceases employment with the Employers, (ii) the date
on which the Executive’s Employer is deemed Insolvent, or (iii) the date the
Plan is terminated.


 


(b)                                 An
Executive’s direction pursuant to Section 3.1 shall automatically be suspended
from the first day of the first payroll period in which the Executive receives
a hardship distribution under the Savings Plan until the six-month anniversary
date of such hardship distribution. 
Despite such suspension, such an Executive shall still be required to
submit a deferral election with respect to a subsequent Plan Year at the time
described in Section 3.1.


 


SECTION 3.3.  Matching Contributions.


 


(1)                                  Matching
Contributions With Respect to Salary Deferrals.


 


(a)                                  The
Employers shall credit the Account of an Executive with an amount (the
“Matching Contributions”) equal to the sum of (1) 100% of the Salary Deferrals
which are allocated to an Executive’s Account during a Plan Year and which do
not exceed 3% of the Executive’s Base Salary and (2) 50% of the Salary
Deferrals which are allocated to an Executive’s Account during a Plan Year and
which exceed 3% of the Executive’s Base Salary but do not exceed 5% of the Executive’s
Base Salary; provided, however, that such Matching Contributions shall be
reduced by the maximum amount of matching contributions that could be made to
the Executive’s account under the Savings Plan for such Plan Year (as
determined by the Administrator).


 


(b)                                 The
Employers shall also credit the Account of an Executive with an additional
Matching Contribution in an amount determined by the Administrator, which
amount is equal to the amount of matching contributions (plus earnings
allocable thereto) which the Executive is required to forfeit under the Savings
Plan due to the application of the before-tax nondiscrimination requirements of
the Code (the “True-Up Matching Contributions”).


 


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(2)                                  Matching
Contributions With Respect to Bonus Deferrals.  The Employers shall credit the Account of an Executive with a
Matching Contribution equal to 100% of the first 3% of Bonus Deferrals and 50%
of the next 2% of Bonus Deferrals, which Bonus Deferrals do not exceed the
lesser of (i) the applicable percentage (as specified in this Section 3.3(2))
of the Executive’s Bonus or (ii) the excess of the Executive’s Base Salary and
Bonus in respect to the Plan Year in which the Bonus was earned (excluding
severance) over the maximum compensation which could be considered under the
Savings Plan in such Plan Year under Section 401(a)(17) of the Code.


 


SECTION 3.4.  Executives’ Accounts.  Each Employer shall establish and maintain
on its books an Account for each Executive which shall contain the following
entries:


 


(1)                                  Credits
for the Executive Deferrals described in Section 3.1, which Executive Deferrals
shall be credited to the Executive’s Account at the time such Executive
Deferrals would otherwise have been paid to the Executive;


 


(2)                                  Credits
for the Matching Contributions described in Section 3.3(1)(a), which Matching
Contributions shall be credited to the Executive’s Account at the same time as
the underlying Salary Deferrals are credited thereto; but no earlier than when
the Executive has received (or has been deemed to receive) the maximum Matching
Contribution available under the Savings Plan (as determined by the
Administrator);


 


(3)                                  Credits
for the True-Up Matching Contributions described in Section 3.3(1)(b) at the time
designated by the Administrator following the end of the Plan Year when the
nondiscrimination test results under the Savings Plan are known;


 


(4)                                  Credits
for the Matching Contributions described in Section 3.3(2), which Matching
Contributions shall be credited to the Executive’s Account at the same time as
the underlying Bonus Deferrals are credited thereto;


 


(5)                                  Credits
or charges (including income, expenses, gains and losses) equal to the amounts
which would have been attributable to the Executive Deferrals and Matching
Contributions if such amounts had been invested on a tax deferred basis in the
Hypothetical Investment Fund(s) in which such amounts are deemed to have been
invested under Section 6.1.  The entries
provided by this Subsection (5) shall continue to be made until the Executive’s
entire vested Account has been distributed pursuant to Article IV; and


 


(6)                                  Debits
for any distributions made from the Account pursuant to Article IV.


 


SECTION 3.5.  Statement of Account.  The Company shall deliver to each Executive
a written statement of his Account not less frequently than annually as of the
end of each Plan Year.


 


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ARTICLE
IV


PAYMENT
OF MIRROR SAVINGS BENEFITS


 


SECTION 4.1.  Time of Payment.


 


(1)                                  Payment
to Executives.


 


(a)                                  An
Executive shall be entitled to receive the vested portion of his Account upon
the earlier of his becoming Disabled or his termination of employment with the
Controlled Group for any reason (including retirement).


 


(b)                                 Notwithstanding
the foregoing, the Company may at any time, upon written request of the
Executive, cause to be paid to such Executive an amount equal to all or any
part of the Executive’s vested Account, other than the portion of his or her
Account attributable to Matching Contributions, if the Administrator
determines, in its sole and absolute discretion based on such reasonable
evidence as it may require, that such a payment or payments is necessary for
the purpose of alleviating the consequences of an Unforeseeable Emergency.  Payments made on account of an Unforeseeable
Emergency shall be permitted only to the extent reasonably necessary to satisfy
the emergency need and may not be made to the extent such Unforeseeable
Emergency is or may be relieved through reimbursement or compensation by
insurance or otherwise, by liquidation of the Executive’s assets (to the extent
such liquidation would not itself cause severe financial hardship) or by
cessation of the Executive Deferrals under this Plan.


 


(c)                                  Notwithstanding
any provision of the Plan to the contrary, if the payment of all or any portion
of an Executive’s Account would, in the sole opinion of the Company on the
advice of its counsel, result in a profit recoverable by the Company under
Section 16(b) of the Securities Exchange Act of 1934, but for the operation of
this paragraph, then such payment (or portion thereof) shall be deferred and
made at the earliest time that such payment (or portion thereof) would no
longer be subject to Section 16(b).


 


(2)                                  Payment
to Death Beneficiaries.  The Death
Beneficiary of a deceased Executive shall be entitled to receive the vested
Account of the Executive upon the death of the Executive.


 


(3)                                  Payment
Date.  The vested portion of an
executive’s Account shall be distributed (or commence to be distributed) to the
Executive or Death Beneficiary entitled thereto pursuant to Subsection (1) or
(2) of this Section as soon as practicable following the date on which the
Executive or Death Beneficiary becomes entitled to such distribution.


 


SECTION 4.2.  Form of Payment.


 


(1)                                  Payment
in Cash.  All distributions under
the Plan shall be made in the form of cash.


 


(2)                                  Normal
Forms of Payment.


 


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(a)                                  Payments
to Executives.  The Mirror Savings
Benefit shall be distributed to the Executive in the form of a single lump sum
payment.


 


(b)                                 Payments
to Death Beneficiaries.  An
Executive’s Mirror Savings Benefit (or the remaining installments thereof if
payment to the Executive had commenced) shall be distributed to his or her
Death Beneficiary in the form of a single lump sum payment.


 


(c)                                  Small
Benefits.  Notwithstanding any
provision of the Plan to the contrary, in the event that an Executive’s Mirror
Savings Benefit does not exceed $25,000, such Benefit shall be paid to the
Executive in the form of a single lump sum payment.


 


(d)                                 Payment
of Minimum Benefits. 
Notwithstanding the foregoing, an Executive’s Minimum Benefit shall be
paid in the form previously elected by the Executive and such election shall
remain in full force and effect after the Effective Date.


 


(3)                                  Optional
Forms of Payment for Executives.


 


(a)                                  In
General.  An Executive who does not
want his or her Mirror Savings Benefit to be paid in the normal form of benefit
described in paragraph (a) of Subsection (2) of this Section may elect to
receive his Mirror Savings Benefit in the form of annual installment payments
payable over a period not exceeding ten years (as elected by the Executive).


 


(b)                                 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 termination of employment or retirement.  Any such election may be changed at any time
and from time to time without the consent of any other person (except as
described in Section 2.4), 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 termination of employment shall not be valid, and in
such case, payment shall be made in the normal form as provided in Section
4.2(2).


 


ARTICLE
V


VESTING


 


SECTION 5.1.  Vesting.


 


(1)                                  In
General.  An Executive shall always
be 100% vested in both his Executive Deferrals and his Minimum Benefit under
the Plan.  Subject to the provisions of
Subsection (2) of this Section, an Executive who is credited with an Hour of
Service on or after March 1, 2002 shall be immediately 100% vested in all
Matching Contributions hereunder.


 


(2)                                  Forfeiture
Provisions.


 


 (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 


 


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to pay or provide
any future Mirror Savings Plan 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 this Subsection 2(a) shall not apply to an
Executive’s Minimum Benefit or the portion of the Executive’s Account which is
attributable to his Executive Deferrals.


 


(b)                                 Notwithstanding
the foregoing, an Executive shall not forfeit any portion of his Mirror Savings
Plan 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.


 


ARTICLE
VI


INVESTMENT
OF ACCOUNTS


 


SECTION 6.1.  Hypothetical Investment Funds.


 


(1)                                  Hypothetical
Investment Fund for Matching Contributions.


 


(a)                                  Except
as described in Clause (b) below, the Company has designated the Ecolab Stock
Fund under the Savings Plan as the Hypothetical Investment Fund for Matching
Contributions.  Matching Contributions
shall be deemed to have been invested in the Ecolab Stock Fund for purposes of
crediting earnings and losses to the portion of the Executive’s Account which
is attributable to Matching Contributions. 
Earnings on any amounts deemed to 
have been invested in the Ecolab Stock Fund shall be deemed to have been
reinvested in the Ecolab Stock Fund.


 


(b)                                 Notwithstanding
the foregoing, for Executives who are subject to Section 16(b) of the
Securities Exchange Act of 1934, Matching Contributions made on or after the
date of the execution of this restatement of the Plan and which are made on or
after the Executive becomes subject to Section 16(b) of the Securities Exchange
Act of 1934 shall be deemed to be made in cash and will be deemed to be
invested in accordance with the Hypothetical Investment Fund election(s) in
effect from time to time for Executive Deferrals under Subsection (2) below.


 


(c)                                  Notwithstanding
further, any Executive who has completed at least 10 years of service and who
has attained age 55 (other than an Executive who is subject to Section 16(b) of
the Securities Exchange Act of 1934 (an “Eligible Executive”) may, during each
election period described below, elect to designate one or more of the
Investment Funds under the Savings Plan 


 


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(other
than the Ecolab Stock Fund) as the Hypothetical Investment Fund for Matching
Contributions, for that part of his Account which (a) is attributable to
Matching Contributions and (b) does not exceed the maximum portion described
below.  Each Eligible Executive shall
have six election periods, which will be the six consecutive Plan Years
commencing with the Plan  Year next
following the Plan Year in which the Eligible Executive attains age 55 or
completes 10 years of service, whichever last occurs.  In each of the first five election periods, the maximum portion
of the Eligible Executive’s Account balance that may be transferred to the
other Investment Funds will be the excess of (i) 25% of the sum of the current
portion of the Eligible Executive’s Account which is attributable to Matching
Contributions (including earnings) over (ii) the total amounts previously
transferred pursuant to this election. 
In the sixth election period, the maximum portion of the Eligible
Executive’s Account balance that may be transferred will be 50% of such
excess.  An Eligible Executive may only
make one transfer election during each election period and the election may be
made at any time during the election period. 
Transfer elections hereunder shall be made in accordance with rules
established by the Administrator.


 


(2)                                  Hypothetical
Investment Funds for Executive Deferrals. 
The Hypothetical Investment Funds for purposes of the portion of an
Executive’s Account which is attributable to his Executive Deferrals shall be
those same Investment Funds designated by the Company from time to time under
the Savings Plan.  Each Executive (or
his Death Beneficiary) may elect, in a manner prescribed by the Administrator
from time to time, one or more Hypothetical Investment Funds in which his
Executive Deferrals are deemed to have been invested for purposes of crediting
earnings and losses to the portion of the Executive’s Account which is
attributable to Executive Deferrals. 
The Company may deem an Executive’s Executive Deferrals to have been
invested in the Hypothetical Investment Fund elected by the Executive, if any,
or may instead, in its sole discretion, deem such Executive Deferrals to have
been invested in one or more Hypothetical Investment Funds selected by the
Company.  Earnings on any amounts deemed
to have been invested in any Hypothetical Investment Fund shall be deemed to
have been reinvested in such Hypothetical Investment Fund.  Notwithstanding the foregoing, any Executive
who is subject to Section 16(b) of the Securities Exchange Act of 1934 may not
elect and shall not be deemed to have directed any Executive Deferrals to the
Ecolab Stock Fund.  An Executive shall
be deemed, on the day prior to becoming subject to Section 16(b) or at such
other time as he is subject to Section 16(b), to have elected to have Executive
Deferrals then deemed to be invested in the Ecolab Stock Fund invested in the
Hypothetical Investment Fund known as the Fidelity Retirement Money Market
Portfolio unless another permitted election is in place.


 


(3)                                Expenses
of Hypothetical Investment Funds. 
The Hypothetical Investment Funds shall bear and be charged with actual
or hypothetical expenses to the same extent that the corresponding Ecolab Stock
Fund and other Investment Funds in the Savings Plan bear and are charged with
such expenses, as determined by the Administrator.


 


ARTICLE
VII


MISCELLANEOUS


 


SECTION 7.1.  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 


 


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Beneficiary),
adversely affect the vested Account under the Plan of any Executive or Death
Beneficiary as such Account exists on the date of such amendment or
termination.


 


SECTION 7.2.  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 7.2 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 7.3.  Establishment of a 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 Mirror Savings Plan
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 Mirror Savings Plan
Benefits.  Except as described in the
following sentence, all contributions to the Trust Fund shall be 


 


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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:


 


(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 States 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 be actually distributed or made available to such beneficiary
by the trustee.  Upon such termination
of the Trust, all of the assets in the Trust Fund attributable to the accrued
Mirror Savings Plan 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 all 100% of the Account balances of all of the Executives
under the Plan.


 


(d)                                 Following
the funding of the Trust Fund pursuant to clause (a) above, the Company shall
cause to be deposited in the Trust Fund additional Executive Deferrals and
Matching Contributions, as such amounts are credited to the Accounts of the
Executives pursuant to Section 3.4 hereof.


 


(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.


 


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(f)                                    The
Administrator shall notify the trustee of the amount of Mirror Savings Plan
Benefits to be paid to the Executive (or his Death Beneficiary) 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 7.3(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.


 


IN WITNESS WHEREOF,
Ecolab Inc. has executed this Mirror Savings Plan and has caused its corporate
seal to be affixed this 8th day of November, 2002.


 


	
   

  	
  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 - Law,

  General Counsel and Secretary

  	
   

  
					



 


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