Exhibit
(10)B(i)(b)


 


	
  

  	
  LIMITED
  LIABILITY PARTNERSHIP

  



 


Execution Version


 


2
December 2005


 


 


ECOLAB INC.


ECOLAB B.V.


ECOLAB
HOLDING GMBH


 


as
Issuers


 


ECOLAB
INC.


(in
respect of Notes issued by Ecolab B.V. and


Ecolab
Holding GmbH)


 


as
Guarantor


 


and


 


CITIBANK,
N.A.


 


as
Issue and Paying Agent


 


 


NOTE
AGENCY AGREEMENT


relating
to a U.S.$200,000,000


EURO-COMMERCIAL PAPER PROGRAMME


 

















 


CONTENTS


 


	
  Clause

  	
   

  	
  Page

  
	
  1.

  	
   

  	
  Interpretation

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Appointments

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Issue Of Notes

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Payment

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Cancellation, Destruction, Records And Custody

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Fees And Expenses

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Indemnity

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  No Liability For Consequential Loss

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Agents Of The Issuers

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  General

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Changes In Agent

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Agent As Holders Of Notes

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Notices

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  Law And Jurisdiction

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  Rights Of Third Parties

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  Modification

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  Counterparts

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE

  	
  FORMS
  OF NOTE

  	
   

  	
  12

  
						



 

















 


THIS
AGREEMENT is made on 2 December 2005


 


 


BETWEEN


 


(1)         ECOLAB INC., ECOLAB B.V. and ECOLAB HOLDING GMBH (each an “Issuer” and together, the “Issuers”);


 


(2)         ECOLAB INC. (the “Guarantor”, in respect of Notes issued by
Ecolab B.V. and Ecolab Holding GmbH; and


 


(3)         CITIBANK, N.A. (the “Agent”).


 


WHEREAS


 


(A)        The Issuers have established a
programme (the “Programme”) for the issuance of
euro-commercial paper by them in connection with which they have entered into
an amended and restated dealer agreement (as amended, supplemented and/or
restated from time to time, the “Dealer Agreement”)
dated the date hereof and made between the Issuers, the Arranger, the Guarantor
and the dealers from time to time party thereto (together, the “Dealers” and each a “Dealer”)
pursuant to which the Issuers may from time to time issue Notes (as defined
below).


 


(B)         The Guarantor has authorised
the giving of its guarantee in relation to the Notes.


 


(C)         The parties hereto wish to
record the arrangements agreed between them in relation to the Notes to be
issued pursuant to this Agreement.


 


IT
IS AGREED as follows:


 


1.           INTERPRETATION


 


1.1         In this Agreement:


 


“Agents” means Citibank, N.A. acting as issue and paying
agent and as calculation agent (if so appointed in relation to a Series of
Notes) and “Agent” shall be construed
accordingly;


 


“Business Day”, except to the extent that the context
requires otherwise, means a day (other than a Saturday or Sunday):


 


(a)             on which deposits in the
relevant currency are dealt in on the London Interbank Market;


 


(b)            on which commercial banks
and foreign exchange markets settle payments and are open for business in
London and, if a payment is to be made on that day under this Agreement or any
of the Notes, in the place of payment and (other than for payments in euro) the
principal financial centre of the country of the relevant currency in which the
payment is to be made;


 


(c)             on which the Clearing
Systems are in operation; and


 


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(d)            in the case of Notes
denominated in Euro, a day which is a TARGET Business Day (as defined below);


 


“Clearstream, Luxembourg” means
Clearstream Banking, société anonyme or any successor thereto:


 


“Clearing System” means each or any of Clearstream,
Luxembourg, Euroclear Bank S.A./N.V., as operator of the Euroclear system,
Euroclear France or such other recognised clearing system as may be agreed from
time to time between the Issuers and the Agent and in which Notes may from time
to time be held, or any successor to such entities;


 


“Common Depositary” means Citibank, N.A. acting as a
depositary common to Euroclear Bank S.A./N.V., as operator of the Euroclear
system and Clearstream, Luxembourg at such offices in London as shall be
notified by both of them to the Agent from time to time;


 


“Deed of Covenant” means the deed of covenant, dated the date
hereof, executed by the Issuers in respect of Global Notes issued pursuant to
this Agreement, as such deed may be amended or supplemented from time to time;


 


“Definitive Note” means a security printed Note in definitive
form;


 


“Dollars” and “U.S.$” denote
the lawful currency of the United States of America; and “Dollar Note”
means a Note denominated in Dollars;


 


“Euro” and “€” denote the
single currency introduced at the start of the third stage of European Economic
and Monetary Union pursuant to the Treaty establishing the European Community,
as amended; and “Euro Note” means a Note
denominated in Euro;


 


“Global Note” means a Note in global bearer form,
representing an issue of promissory notes of a like maturity which may be
issued by an Issuer from time to time pursuant to this Agreement;


 


“Guarantee” means the guarantee, dated the date hereof,
issued by the Guarantor in respect of any Note issued hereunder;


 


“Index Linked Note” has the meaning ascribed thereto in the
Dealer Agreement;


 


“Maximum Amount” means U.S.$200,000,000 or the equivalent
amount denominated in any currency other than Dollars, as such amount may be
increased from time to time pursuant to the Dealer Agreement;


 


“Note” means a commercial paper note of an Issuer subscribed
or to be subscribed by a Dealer under the Dealer Agreement, in bearer
definitive or global form, substantially in the relevant form scheduled hereto
or such other form(s) as may be agreed from time to time between the relevant
Issuer and the Agent and, unless the context otherwise requires, includes the
commercial paper notes represented by the Global Notes;


 


2

















 


“Sterling” and “£” denote the
lawful currency of the United Kingdom; and “Sterling
Note” means a Note denominated in Sterling;


 


“Swiss Franc” and “CHF” denote the
lawful currency of Switzerland; and “Swiss Franc Note”
means a Note denominated in Swiss Francs;


 


“TARGET Business Day” means a day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System, or any
successor thereto, is open; and


 


“Yen” and “Y” denote the
lawful currency of Japan; and “Yen Note” means
a note denominated in Yen.


 


1.2         References in this Agreement to the principal
amount of any Note shall be deemed to include any additional amounts which may
become payable in respect thereof pursuant to the terms of such  Note.


 


1.3         Any reference in this Agreement to a Clause or a
Schedule is, unless otherwise stated, to a clause hereof or a schedule hereto.


 


1.4         Headings and sub-headings are for ease of
reference only and shall not affect the construction of this Agreement.


 


2.           APPOINTMENTS


 


2.1         The Issuers and the Guarantor hereby appoint
Citibank, N.A. at its specified office in London as issue agent and as paying
agent for the Notes.


 


2.2         The Agent will act as calculation agent for Index
Linked Notes, as contemplated in the Dealer Agreement, subject in each case to
its specific agreement to act as such for each relevant series of Notes.


 


2.3         Any reference herein to the “Agent”
or its “specified office” shall be deemed to
include such other agent or office of the Agent (as the case may be) as may be
appointed or specified from time to time hereunder.


 


3.           ISSUE OF NOTES


 


3.1         Each Note issued hereunder shall be substantially
in the relevant form scheduled hereto or, as the case may be, such other form
as may be agreed between the relevant Issuer and the Agent from time to time
and shall be duly executed either manually or in facsimile on behalf of the
relevant Issuer and authenticated by an authorised signatory or signatories of
the Agent. Each relevant Issuer shall procure that a sufficient quantity of
executed but unauthenticated blank Notes is at all times available to the Agent
for the purpose of issue under this Agreement.


 


3.2         The relevant Issuer shall give to the Agent by fax
or telex or through the CitiDirect for Securities IPA system details of any
Notes to be issued by it under this Agreement and all such other information as
the Agent may require for it to carry out its functions as contemplated by this
clause, by not later than:


 


3

















 


3.2.1         12 noon (London time) on the proposed issue date (in the case of
Sterling Definitive Notes); or


 


3.2.2         12 noon (Paris time) on the proposed issue date (in the case of
Notes to be cleared through Euroclear France); or


 


3.2.3         in any other case, 4.00 p.m. (London time) two Business Days prior
to the proposed issue date,


 


(or
such later time or date as may be agreed between the relevant Issuer and the
Agent) in respect thereof and the Agent shall thereupon be authorised to
complete Notes of the appropriate aggregate amount and/or (as the case may be)
a Global Note by inserting in the appropriate place on the face of each Note inter alia the dates on which such Note shall be issued and
shall mature and otherwise completing the same.


 


3.3         If any such Notes as are mentioned in
Clause 3.2 are not to be issued on any issue date, the relevant Issuer shall
notify the Agent immediately, and in any event no later than:


 


3.3.1         12 noon (London time) on the proposed issue date (in the case of
Sterling Definitive Notes);


 


3.3.2         12 noon (Paris time) on the proposed issue date (in the case of
Notes to be cleared through Euroclear France); or


 


3.3.3         4.00 p.m. (London time) one Business Day prior to the proposed issue
date (in the case of a Note denominated in a currency other than Sterling).


 


Upon
receipt of such notice the Agent shall not thereafter issue or release the
relevant Notes, but shall cancel and destroy them.


 


3.4         The Agent shall, upon notification by telephone,
fax or telex from the Dealer who has arranged to purchase Notes from the
relevant Issuer, such notification to be received in sufficient time to enable
delivery to be made as contemplated herein and in any event no later than:


 


3.4.1         12 noon (London time) on the proposed issue date (in the case of
Sterling Definitive Notes);


 


3.4.2         12 noon (Paris time) on the proposed issue date in the case of Notes
to be cleared through Euroclear France; or


 


3.4.3         in any other case, 10.00 a.m. (London time) one Business Day prior
to the proposed issue date,


 


or such
later time or date as may be agreed between the Agent and the relevant Dealer,
that payment by it to the relevant Issuer of the purchase price of any Note has
been or will be duly made against delivery of such Notes and (if applicable) of
details of the securities account hereinafter referred to:


 


(a)       in the case of Notes to be cleared through Euroclear Bank S.A./N.V.,
as operator of the Euroclear system and/or Clearstream, Luxembourg or any other
Clearing


 


4

















 


System other than Euroclear France, deliver such Note
on the Business Day immediately preceding its issue date to or to the order of
Euroclear Bank S.A./N.V., as operator of the Euroclear system and/or
Clearstream, Luxembourg (which may be by delivery to the Common Depositary)
and/or such other Clearing System, for credit on the issue date of such Note to
such securities account as shall have been notified to it; or


 


(b)      in the case of Notes to be cleared through Euroclear France, deliver
such Note by 1:30 p.m. (Paris time) on the proposed issue date to or to the
order of Euroclear France (which may be by delivery to the sub-depositary to
the Common Depositary) for credit on the issue date of such Note to such
securities account as shall have been notified to it; or


 


(c)       if no such details are given, or, in the case of Sterling Definitive
Notes, make the same available on its issue date for collection at its
specified office in London.


 


3.5         The Agent shall (if applicable) give instructions
to the relevant Clearing System to credit the Notes to the Agent’s distribution
account. Each Note credited to the Agent’s distribution account with the
relevant Clearing System following the delivery of the Notes in accordance with
Clause 3.4 above shall be held to the order of the relevant Issuer pending
delivery to the relevant Dealer on a delivery against payment basis in
accordance with the normal procedures of the relevant Clearing System. The
Agent shall on the issue date and against receipt of funds from the relevant
Dealer transfer the proceeds of issue to the relevant Issuer to the relevant
account notified by the relevant Issuer to the Agent in accordance with
Clause 3.2 above.


 


3.6         If on the issue date the relevant Dealer does not
pay the subscription price due from it in respect of any Note (the “Defaulted Note”) and as a result the Defaulted Note remains
in the Agent’s distribution account with the relevant Clearing System after the
issue date (rather than being credited to the Dealer’s Account against
payment), the Agent will continue to hold the Defaulted Note to the order of
the relevant Issuer.


 


3.7         If the Agent pays an amount (the “Advance”) to the relevant Issuer on the basis that a payment
(the “Payment”) has been, or will be,
received from the relevant Dealer and if the Payment has not been or is not
received by the Agent on the date the Agent pays the relevant Issuer, the Agent
shall promptly inform the relevant Dealer and request that Dealer to make good
the Payment, failing which the relevant Issuer shall, upon being requested to
do so, repay to the Agent the Advance and pay interest (on the basis of the
aggregate of 1% per annum and the Agent’s cost of funding, as determined by the
Agent in its sole discretion) on the Advance until the earlier of repayment in
full of the Advance and receipt in full by the Agent of the Payment.


 


3.8         As soon as practicable after the date of issue of
any Notes, the Agent shall deliver to the relevant Issuer particulars of (a)
the number and aggregate principal amount of the Notes completed, authenticated
and delivered by it, or made available by it for collection, on such date, (b)
the issue date and the maturity date of such Notes and (c) the series and
serial numbers of all such Notes if requested.


 


5

















 


3.9         Each Issuer hereby authorises and instructs the
Agent to make all necessary notifications to and filings with the Bank of
England, the Japanese Ministry of Finance (in respect of Yen Notes) and the
relevant Swiss authorities (in respect of Swiss Franc Notes).


 


3.10       Each Issuer hereby authorises and instructs the
Agent to complete, authenticate and deliver on its behalf Definitive Notes in
accordance with the terms of any Global Note presented to the Agent for
exchange in whole (but not in part only).


 


3.11       The Issuers will give at least 10 days prior
written notice to the Agent of a change in the Maximum Amount of Notes which
may be issued under the Dealer Agreement.


 


3.12       The Issuers will promptly notify the Agent in
writing of the appointment, resignation or termination of the appointment of
any Dealer. If the notification is in respect of a new dealer appointment, the
Issuers will notify the Agent two business days prior to the new issue.


 


4.           PAYMENT


 


4.1         Each Issuer (failing whom, the Guarantor)
severally undertakes in respect of each Note issued by such Issuer to pay, in
the currency in which such Note is denominated, on the maturity date (or by
such earlier time as may be determined by the Agent in accordance with the
final sentence of this Clause 4.1) or any relevant interest payment date of
each Note, an amount sufficient to pay the full amount payable on such date by
way of principal interest or otherwise in respect thereof:


 


4.1.1         in the case of Dollar Notes, by transfer of same day value Dollar
funds to account number 10990765, FAO Euro Notes of the Agent at Citibank,
N.A., 399 Park Avenue, New York, N.Y. 10043, U.S.A. or such other account of
the Agent at such bank in New York City as the Agent may from time to time
designate for the purpose;


 


4.1.2         in the case of Euro Notes, by transfer of same day value Euro funds
to such account of the Agent as the Agent may from time to time designate for
the purpose; and


 


4.1.3         in the case of Notes denominated in any other currency, by transfer
of immediately available and freely transferable funds in such other currency
to such account of the Agent at such bank in the principal financial centre for
such other currency as the Agent may from time to time designate for the
purpose,


 


or, in
each case, by such other form of transfer as may be agreed between the  relevant Issuer and the Agent. If the Agent
determines in its absolute discretion that the payment in accordance with this
Clause 4.1 is required to be made earlier, it will provide to the relevant
Issuer not less than 21 days prior notice in writing of such requirement.


 


4.2         The relevant Issuer shall, prior to 12 noon
(London time) on the second Business Day immediately preceding the maturity
date or any relevant interest payment date of any Note (or such later time or
date as may subsequently be agreed between the relevant Issuer and the Agent),
send to the Agent irrevocable confirmation that payment will be


 


6

















 


made and the details of the bank
through which the relevant Issuer is to make the payment due pursuant to this
Clause 4.2.


 


4.3         Each Issuer hereby authorises and directs the
Agent from funds so paid to the Agent to make payment of all amounts due on the
Notes as set forth herein and in the Notes.


 


4.4         If the Agent has not received on the maturity date
or any relevant interest payment date of any Notes the full amount payable in
respect thereof on such date and confirmation satisfactory to itself that such
payment has been received, the Agent shall not be required to make payment of
any amount due on any Note. Nevertheless, subject to the foregoing, if the
Agent is satisfied that it will receive such full amount later, it shall be
entitled to pay maturing Notes due in accordance with their terms.


 


4.5         If the Agent makes such payment on behalf of an
Issuer under Clause 4.4, the relevant Issuer shall be liable on demand by
the Agent to pay to the Agent the amount so paid out, together with interest
thereon at such a rate as the Agent may certify as the aggregate of 1% per
annum and the Agent’s cost of funding any such payment made by it (as
determined by the Agent in its sole discretion).


 


4.6         If at any time the Agent makes a partial payment
in respect of any Note presented to it, it shall procure that a statement
indicating the date and amount of such payment is written or stamped on the
face of such Note.


 


4.7         Payments to holders of the Notes shall not be made
to an address or a bank account maintained within the United States; the Notes
may not be presented for payment within the United States; and demand for
payments under the Notes may not be made within the United States.


 


5.           CANCELLATION,
DESTRUCTION, RECORDS AND CUSTODY


 


5.1         All Notes which mature and are paid in full shall
be cancelled forthwith by the Agent. The Agent shall, unless the relevant
Issuer otherwise directs, destroy the cancelled Notes, and as soon as
reasonably practicable after each maturity date, furnish at the request of the
relevant Issuer with particulars of the aggregate principal amount of the Notes
maturing on such maturity date which have been destroyed since the last
certification so furnished and the series and serial numbers of all such Notes.


 


5.2         The Agent shall keep and make available at all
reasonable times to the relevant Issuer a full and complete record of all Notes
and of their issue, payment, cancellation and destruction and, in the case of
Global Notes, their exchange for Definitive Notes.


 


5.3         The Agent shall maintain in safe custody all forms
of Notes delivered to and held by it hereunder and shall ensure that the same
are only completed, authenticated and delivered or made available in accordance
with the terms hereof.


 


5.4         An Issuer may from time to time with the approval,
where appropriate, of the Agent make arrangements as to the replacement of
Notes which shall have been lost, stolen, mutilated, defaced or destroyed,
including (without limitation) arrangements as to evidence of title, costs,
delivery and indemnity.


 


7

















 


5.5         The Agent shall make available for inspection
during its office hours at its specified office copies of this Agreement, the
Deed of Covenant and the Guarantee.


 


6.           FEES AND EXPENSES


 


6.1         Each Issuer (failing whom, the Guarantor)
severally undertakes to pay such fees and expenses in respect of the Agent’s
services under this Agreement as are set out in a letter of even date herewith
from the Agent to each Issuer, at the time and in accordance with the manner
stated therein.


 


6.2         Each Issuer (failing whom, the Guarantor)
severally undertakes to pay all stamp, registration and other taxes and duties
(including any interest and penalties thereon or in connection therewith) to
which this Agreement or the issue of any Notes may be subject.


 


6.3         Each Issuer (failing whom, the Guarantor)
severally undertakes to pay on demand all out-of-pocket expenses (including
legal, advertising, telex and postage expenses) properly incurred by the Agent
in connection with its services under this Agreement.


 


7.           INDEMNITY


 


7.1         Each Issuer (failing whom, the Guarantor)
severally undertakes to indemnify and hold harmless the Agent on demand by the
Agent against any losses, liabilities, costs, expenses, claims, actions or
demands which the Agent may incur or which may be made against the Agent,
directly related to the appointment or the exercise of the powers, discretions,
authorities and duties of the Agent under this Agreement except such as may
result from its own negligence or bad faith or that of its officers, employees
or agents or the Agent’s failure to comply with its obligations under this Agreement.
The indemnities contained in this Agreement shall survive the termination or
expiry of this Agreement.


 


7.2         The Agent undertakes to indemnify and hold
harmless each Issuer on demand by an Issuer against any losses, liabilities,
costs, expenses, claims, actions or demands which an Issuer may incur or which
may be made against an Issuer as a result of the Agent’s own negligence or bad
faith or that of its officers, employees or agents or the Agent’s failure to
comply with its obligations under this Agreement.


 


8.           NO LIABILITY FOR
CONSEQUENTIAL LOSS


 


Except
in the case of negligence or wilful default, the Agent shall not be liable
either for any act or omission under this Agreement, or if any Note shall be
lost, stolen, destroyed or damaged. Notwithstanding the foregoing, under no
circumstances will the Agent be liable to an Issuer or the Guarantor, nor an
Issuer or the Guarantor liable to the Agent, for any consequential loss (being
loss of business, goodwill, opportunity or profit) or any special or punitive
damages of any kind whatsoever; in each case however caused or arising and
whether or not foreseeable, even if advised of the possibility of such loss or
damage.


 


9.           AGENTS OF THE
ISSUERS


 


9.1         In acting hereunder and in connection with the
Notes, the Agent shall act solely as agent of the Issuers and the Guarantor and
will not thereby assume any obligations towards or relationship of agency or
trust for any holders of Notes, including as a custodian,


 


8

















 


nominee or otherwise. Any funds
held by the Agent for payments in respect of the Notes need not be segregated
from other funds except as required by law. The Agent shall not be under any
liability for interest on any moneys at any time received by it pursuant to any
of the provisions of this Agreement or of the Notes.


 


9.2         The Agent may generally engage in any kind of
banking or other business with the Issuers notwithstanding its appointments as
issue agent and paying agent hereunder.


 


10.         GENERAL


 


10.1       Prior to the first issue of the Notes, each Issuer
shall supply to the Agent copies of all condition precedent documents required
to be delivered pursuant to the Dealer Agreement.


 


10.2       The Agent shall be obliged to perform such duties
and only such duties as are herein specifically set forth, and no implied
duties or obligations shall be read into this Agreement against the Agent. The
Agent shall not be under any obligation to take any action hereunder which it
expects will result in any expense or liability of the Agent, the payment of
which within a reasonable time is not, in its opinion, assured to it.


 


10.3       Except as ordered by a court of competent
jurisdiction or as required by law, and notwithstanding any notice to the
contrary, the Issuers and the Agent shall be entitled to treat the bearer or
holder of any Note as the absolute owner thereof for all purposes and shall not
be required to obtain any proof thereof or as to the identity of the bearer or
holder.


 


10.4       The Agent may consult with legal and other
professional advisers selected in good faith and satisfactory to it and the
opinion of such advisers shall be full and complete protection in respect of
any action taken, omitted or suffered hereunder in good faith and without
negligence and in accordance with the opinion of such advisers.


 


10.5       The Agent shall be protected and shall incur no
liability for or in respect of any action taken or thing suffered by it in
relation to any issue of Notes in reliance upon any Note, notice, direction,
consent, certificate, affidavit, statement, telex or other paper or document
reasonably believed by it in good faith to be genuine and to have been passed
or signed by the proper parties.


 


11.         CHANGES IN AGENT


 


11.1       The Agent may resign its appointment hereunder at any
time by giving to the Issuers, and the Issuers may terminate the appointment of
the Agent by giving to the Agent, at least 30 days’ written notice to that
effect, provided that no such resignation or termination of the appointment of
the Agent shall take effect until a successor has been appointed by the Issuers
or the Guarantor.


 


11.2       The Issuers agree with the Agent that if, by the
day falling 10 days before the expiry of any notice under Clause 11.1, the
Issuers or the Guarantor have not appointed a replacement Agent, then the Agent
shall be entitled, on behalf of the Issuers and the Guarantor, to appoint in
its place any reputable financial institution of good standing


 


9

















 


(subject to the proviso in Clause
12 below) and the Issuers shall not unreasonably object to such appointment.


 


12.         AGENT AS HOLDERS OF
NOTES


 


The
Agent and its officers and employees, in their individual or any other
capacity, may become the owner of, or acquire any interest in, any Notes with
the same rights that the Agent would have if it were not the Agent hereunder;
provided, however, that none of the Agent, its officers or employees may be a “United
States person” as defined in section 7701(a)(30) of the Internal Revenue Code
of 1986, as amended (the “Code”).


 


13.         NOTICES


 


13.1       All notices and other communications hereunder
shall, save as otherwise provided in this Agreement, be made in writing and in
English (by letter, telex or fax) and shall be sent to the intended recipient
at the address, telex or fax number and marked for the attention of the person
(if any) from time to time designated by that party to the other parties hereto
for such purpose. The initial address, telex and fax number so designated by
each party are set out on the signature page of this Agreement.


 


13.2       Any communication from any party to any other
under this Agreement shall be effective if sent by letter or fax, upon receipt
by the addressee; and if sent by telex, upon receipt by the sender of the
addressee’s answerback at the end of transmission; provided
that any such notice or other communication which would otherwise
take effect after 4.00 p.m. on any particular day shall not take effect until
10.00 a.m. on the immediately succeeding business day in the place of the
addressee.


 


14.         LAW AND
JURISDICTION


 


14.1       This Agreement and the Notes shall be governed by,
and construed in accordance with, English law.


 


14.2       Each of the Issuers agrees for the benefit of the
Agent that the courts of England shall have jurisdiction to hear and determine
any suit, action or proceedings, and to settle any disputes, which may arise
out of or in connection with this Agreement (respectively, “Proceedings” and “Disputes”) and,
for such purposes, irrevocably submits to the jurisdiction of such courts.


 


14.3       Each of the Issuers and the Guarantor irrevocably
waive any objection which it might now or hereafter have to the courts of
England being nominated as the forum to hear and determine any Proceedings and
to settle any Disputes, and agrees not to claim that any such court is not a
convenient or appropriate forum.


 


14.4       Each of the Issuers and the Guarantor agree that
the process by which any Proceedings in England are begun may be served on it
by being delivered to Law Debenture Corporate Services Limited at Fifth Floor,
100 Wood Street, London EC2V 7EX or at its registered office for the time
being/its principal place of business in England for the time being/any other
address for the time being at which process may be served on it in accordance
with Part XXIII of the Companies Act 1985 (as modified or re-enacted from time
to time). If such person is not or ceases to be effectively appointed to accept
service of process on


 


10

















 


the Issuers’ and the Guarantor’s
behalf, the Issuers and the Guarantor (acting together) shall, on the written
demand of the Agent, appoint a further person in England to accept service of
process on their behalf and, failing such appointment within 15 days, the Agent
shall be entitled to appoint such a person by written notice to the Issuers and
the Guarantor. Nothing in this sub-clause shall affect the right of the Agent
to serve process in any other manner permitted by law.


 


14.5       The submission to the jurisdiction of the courts
of England shall not (and shall not be construed so as to) limit the right of
the Agent to take Proceedings in any other court of competent jurisdiction, nor
shall the taking of Proceedings in any one or more jurisdictions preclude the taking
of Proceedings in any other jurisdiction (whether concurrently or not) if and
to the extent permitted by law.


 


14.6       If Ecolab B.V. is represented by an attorney or
attorneys in connection with the signing and/or execution and/or delivery of
this Agreement or any agreement or document referred to herein or made pursuant
hereto and the relevant power or powers of attorney is or are expressed to be
governed by the laws of The Netherlands, it is hereby expressly acknowledged
and accepted by the other parties hereto that such laws shall govern the
existence and extent of such attorney’s or attorneys’ authority and the effects
of the exercise thereof.


 


15.         RIGHTS OF THIRD
PARTIES


 


A
person who is not a party to this Agreement has no right under the Contracts (Rights
of Third Parties) Act 1999 to enforce any term of this Agreement, but this does
not affect any right or remedy of a third party which exists or is available
apart from that Act.


 


16.         MODIFICATION


 


This
Agreement may be amended by further agreement among the parties hereto and
without the consent of holders of the Notes.


 


17.         COUNTERPARTS


 


This
Agreement may be signed in any number of counterparts, all of which when taken
together shall constitute a single agreement.


 


AS
WITNESS the hands of the duly authorised
representatives of the parties hereto the day and year first before written.


 


11

















 


SCHEDULE          

FORMS OF NOTE


 


Form
of Multicurrency Global Note

(Interest Bearing/Discounted/Index-Linked)(1)


 


The
Notes covered hereby have not been registered under the U.S. Securities Act of
1933, as amended (the “Securities Act”) and may not be offered or sold within
the United States or to, or for the account or benefit of, U.S. persons. Terms
used in this paragraph have the meanings given to them by Regulation S under
the Securities Act.


 


Any
United States person who holds this Note or any Note covered hereby will be
subject to limitations under the United States income tax laws, including the
limitations provided in sections 165(j) and 1287(a) of the United States
Internal Revenue Code of 1986, as amended (the “Code”). By accepting this Note
or any Note covered hereby, the holder represents and warrants that it is not a
United States person (other than an exempt recipient described in section
6049(b)(4) of the Code and regulations thereunder) and that it is not acting
for or on behalf of a United States person (other than an exempt recipient
described in section 6049(b)(4) of the Code and regulations thereunder). Terms
used in this paragraph have the meanings given to them by the applicable
provisions of the Code and the regulations thereunder.


 


ECOLAB INC.


 (incorporated under the laws of the State of
Delaware)


ECOLAB B.V.


(incorporated
with limited liability under the laws of The Netherlands having its statutory
seat in Nieuwegein )


ECOLAB HOLDING GMBH


(incorporated with limited liability under the laws of
Germany)


 


guaranteed by


 


ECOLAB
INC.


(in
respect of Notes issued by Ecolab B.V. and


Ecolab
Holding GmbH)


 


	
  No: 

  	
   

  	
   

  	
  Series
  No.: 

  	
   

  	
   

  
	
   

  	
   

  
	
  Issued
  in London on: 

  	
   

  	
   

  	
  Maturity
  Date: 

  	
   

  	
   

  
	
   

  	
   

  
	
  Specified
  Currency: 

  	
   

  	
   

  	
  Denomination:
  

  	
   

  	
   

  
	
   

  	
   

  
	
  Nominal
  Amount: 

  	
   

  	
   

  	
  Reference
  Rate: LIBOR/EURIBOR(1)

  
	
  (words and figures if a Sterling Note)

  	
   

  
	
   

  	
   

  
	
  Calculation
  Agent:(2)

  	
   

  	
   

  	
   

  	
   

  
											



 






(1)   Delete as appropriate.  The reference rate will be LIBOR unless this
Global Note is denominated in euro and the Issuer and the relevant Dealer agree
that the reference rate should be EURIBOR.


(2)   Complete for index-linked Notes only.


 


12

















 


	
  Fixed
  Interest Rate:(1) 

  	
   

  	
  %per
  annum

  	
  Margin:(2)

  	
   

  	
  %

  
	
   

  	
   

  
	
  Calculation
  Agent:(3) 

  	
   

  	
   

  	
  Interest
  Payment Dates:(4 )

  	
   

  	
   

  
	
  (Interest)

  	
   

  
								



 


1.           For value received, [ECOLAB INC./ECOLAB
B.V./ECOLAB HOLDING GMBH](2) (the “Issuer”)
promises to pay to the bearer of this Global Note on the above-mentioned
Maturity Date:


 


(a)             the above-mentioned
Nominal Amount;


 


(b)            if this Global Note is
index-linked, an amount (representing either principal or interest) to be
calculated by the Calculation Agent named above, in accordance with the
redemption or interest calculation, a copy of which is attached to this Global
Note and/or is available for inspection at the offices of the Issue and Paying
Agent referred to below,


 


together
with interest thereon at the rate and at the times (if any) specified herein.


 


All
such payments shall be made in accordance with an amended and restated note
agency agreement dated 2 December 2005 between, among others, the Issuer and
the issue and paying agent referred to therein, a copy of which is available
for inspection at the offices of Citibank N.A. (the “Issue and
Paying Agent”) at 5 Carmelite Street, London EC4Y 0PA, and subject
to and in accordance with the terms and conditions set forth below. All such
payments shall be made upon presentation and surrender of this Global Note at
the offices of the Issue and Paying Agent referred to above by transfer to an
account denominated in the above-mentioned Specified Currency maintained by the
bearer in the principal financial centre in the country of that currency or, in
the case of a Global Note denominated in euro, by euro cheque drawn on, or by
transfer to a euro account (or any other account to which euro may be credited
or transferred) maintained by the payee with, a bank in the principal financial
centre of any member state of the European Union. The Issuer [and the
Guarantor](3) will ensure that they maintain a paying agent in an EU Member
State that will not be obliged to withhold or deduct any tax pursuant to
European Council Directive 2003/48/EC or any law implementing or complying
with, or introduced in order to conform to, such Directive. Payments to the
bearer of this Global Note shall not be made to an address or a bank account
maintained within the United States, the Notes may not be presented for payment
within the United States, and demand for payments under the Notes may not be
made within the United States.


 






(1) Complete for fixed rate interest bearing Notes
only.


(2) Complete for floating rate interest bearing Notes
only.


(3) Complete for floating rate interest bearing Notes
only.


(4) Complete for interest bearing Notes.


(4) Delete as appropriate.


(5) Delete where Ecolab Inc. is the Issuer, otherwise
retain.


 


13

















 


2.           This Global Note is issued
in representation of an issue of Notes in the above-mentioned aggregate Nominal
Amount.


 


3.           All payments in respect of
this Global Note by or on behalf of the Issuer shall be made without set-off,
counterclaim, fees, liabilities or similar deductions and free and clear of,
and without deduction or withholding for or on account of, taxes, levies,
duties, assessments or charges of any nature now or hereafter imposed, levied,
collected, withheld or assessed in any jurisdiction through, in or from which such
payments are made or any political subdivision or taxing authority of or in any
of the foregoing (“Taxes”). If the
Issuer or any agent thereof is required by law or regulation to make any
deduction or withholding for or on account of Taxes, the Issuer shall, to the
extent permitted by applicable law or regulation, pay such additional amounts
as shall be necessary in order that the net amounts received by the bearer of
this Global Note after such deduction or withholding shall equal the amount
which would have been receivable hereunder in the absence of such deduction or
withholding, except that no such additional amounts shall be payable where this
Global Note is presented for payment:


 


(a)             by or on behalf of a
holder which is liable to such Taxes by reason of its having some connection
with the jurisdiction imposing the Taxes other than the mere holding of this
Global Note; or


 


(b)            where such deduction or
withholding is imposed on a payment to an individual and is required to be made
pursuant to European Council Directive 2003/48/EC or any law implementing or
complying with, or introduced in order to conform to, such directive; or


 


(c)             by or on behalf of a
holder who would have been able to avoid such withholding or deduction by
presenting this Global Note to another issue and paying agent in a member state
of the European Union; or


 


(d)            more than 15 days after
the Maturity Date or, if applicable, the relevant Interest Payment Date or (in
either case) the date on which payment hereof is duly provided for, whichever
occurs later, except to the extent that the holder would have been entitled to
such additional amounts if it had presented this Global Note on the last day of
such period of 15 days.


 


4.           The payment obligation of
the Issuer represented by this Global Note constitutes and at all times shall
constitute a direct and unsecured obligation of the Issuer ranking pari passu with all present and future unsecured and
unsubordinated indebtedness of the Issuer other than obligations preferred by
mandatory provisions of law.


 


5.           If the Maturity Date or, if
applicable, the relevant Interest Payment Date is not a Payment Business Day
(as defined herein) payment in respect hereof will not be made and credit or
transfer instructions shall not be given until the next following Payment
Business Day (provided that, if such postponed
payment would have the effect of extending the tenor of the relevant Note to
more than 183 days, payment will be made and credit and transfer instructions
will be given, on the immediately preceding Payment Business Day) and the
bearer of this Global Note shall not be entitled to any adjustment to interest
or other sums in respect of such payment.


 


14

















 


As used
in this Global Note:


 


“Payment Business Day” means any day other than a Saturday or
Sunday which is both (A) a day on which commercial banks and foreign exchange
markets settle payments and are open for general business (including dealings
in foreign exchange and foreign currency deposits) in the relevant place of
presentation, and (B) either (i) if the above-mentioned Specified Currency is
any currency other than euro, a day on which commercial banks and foreign
exchange markets settle payments and are open for general business (including dealings
in foreign exchange and foreign currency deposits) in both London and the
principal financial centre of the country of the relevant Specified Currency or
(ii) if the above-mentioned Specified Currency is euro, a day which is a TARGET
Business Day; and


 


“TARGET Business Day” means a day on which the Trans-European
Automated Real-time Gross Settlement Express Transfer (TARGET) System, or any
successor thereto, is operating credit or transfer instructions in respect of
payments in euro.


 


Provided
that if the Issue and Paying Agent determines with the agreement of the Issuer
and the Guarantor that the market practice in respect of euro denominated
internationally offered securities is different from that specified above, the
above shall be deemed to be amended so as to comply with such market practice
and the Issue and Paying Agent shall procure that a notice of such amendment is
published not less than 15 days prior to the date on which any payment in euro
falls due to be made in such manner as the Issue and Paying Agent may
determine.


 


6.           This Global Note is
negotiable and, accordingly, title hereto shall pass by delivery and the bearer
shall be treated as being absolutely entitled to receive payment upon due
presentation hereof (notwithstanding any notation of ownership or other writing
thereon or notice of any previous loss or theft thereof).


 


7.           This Global Note is issued
in respect of an issue of Notes of the Issuer and is exchangeable in whole (but
not in part only) for duly executed and authenticated bearer Notes in
definitive form (whether before, on or, subject as provided below, after the
Maturity Date) only:


 


(a)             if the clearing system(s)
in which this Global Note is held at the relevant time is closed for a
continuous period of 14 days or more (other than by reason of weekends or
public holidays, statutory or otherwise); or


 


(b)            if default is made in the
payment of any amount payable in respect of this Global Note.


 


Upon
presentation and surrender of this Global Note during normal business hours to
the Issuer at the offices of the Issue and Paying Agent (or to any other person
or at any other office outside the United States as may be designated in
writing by the Issuer to the bearer), the Issue and Paying Agent shall
authenticate and deliver, in exchange for this Global Note, bearer definitive
notes denominated in the above-mentioned Specified Currency in an aggregate
nominal amount equal to the Nominal Amount of this Global Note.


 


15

















 


8.           If, upon any such default
and following such surrender, definitive Notes are not issued in full exchange
for this Global Note before 5.00 p.m. (London time) on the thirtieth day after
surrender, this Global Note (including the obligation hereunder to issue
definitive notes) will become void and the bearer will have no further rights
under this Global Note (but without prejudice to the rights which the bearer or
any other person may have under a Deed of Covenant dated 2 December 2005,
entered into by the Issuer).


 


9.           [This Global Note has the
benefit of a guarantee issued by Ecolab Inc. on 2 December 2005, copies of
which are available for inspection during normal business hours at the office
of the Issue and Paying Agent referred to above.](1)


 


10.         If this is an interest
bearing Global Note, then:


 


(a)             notwithstanding the
provisions of paragraph 1 above, if any payment of interest in respect of this
Global Note falling due for payment prior to the above-mentioned Maturity Date
remains unpaid on the fifteenth day after falling so due, the amount referred
to in part (a) or (b) (as the case may be) of paragraph 1 shall be payable on
such fifteenth day;


 


(b)            upon each payment of
interest (if any) prior to the Maturity Date in respect of this Global Note,
the Schedule hereto shall be duly completed by the Issue and Paying Agent to
reflect such payment; and


 


(c)             if no Interest Payment
Dates are specified on the face of the Global Note, the Interest Payment Date
shall be the Maturity Date.


 


11.         If this is a fixed rate
interest bearing Global Note, interest shall be calculated on the Nominal
Amount as follows:


 


(a)             interest shall be payable
on the Nominal Amount in respect of each successive Interest Period (as defined
below) from the Issue Date to the Maturity Date only, in arrear on the relevant
Interest Payment Date, on the basis of the actual number of days in such
Interest Period and a year of 360 days or, if this Global Note is denominated
in Sterling, 365 days at the above-mentioned Fixed Interest Rate with the
resulting figure being rounded to the nearest amount of the above-mentioned
Specified Currency which is available as legal tender in the country or
countries (in the case of the euro) of the Specified Currency (with halves
being rounded upwards); and


 


(b)            the period beginning on
the Issue Date and ending on the first Interest Payment Date and each
successive period beginning on an Interest Payment Date and ending on the next
succeeding Interest Payment Date is an “Interest
Period” for the purposes of this paragraph.


 


12.         If this is a floating rate
interest bearing Global Note, interest shall be calculated on the Nominal
Amount as follows:


 






(1) Delete where Ecolab Inc. is the Issuer, otherwise
retain. 


 


16

















 


(a)             in the case of a Global
Note which specifies LIBOR as the Reference Rate on its face, the Rate of
Interest will be the aggregate of LIBOR and the above-mentioned Margin (if any)
above or below LIBOR. Interest shall be payable on the Nominal Amount in
respect of each successive Interest Period (as defined below) from the Issue
Date to the Maturity Date only, in arrear on the relevant Interest Payment
Date, on the basis of the actual number of days in such Interest Period and a
year of 360 days or, if this Global Note is denominated in Sterling, 365 days.


 


As used
in this Global Note:


 


“LIBOR” shall be equal to the rate defined as “LIBOR-BBA” in
respect of the above-mentioned Specified Currency (as defined in the 2000 ISDA
Definitions published by the International Swaps and Derivatives Association,
Inc., as amended, updated or replaced as at the date of this Global Note, (the “ISDA Definitions”)) as at 11.00 a.m. (London time) or as
near thereto as practicable on the second London Banking Day before the first
day of the relevant Interest Period or, if this Global Note is denominated in
Sterling, on the first day thereof (a “LIBOR Interest
Determination Date”) , as if the Reset Date (as defined in the ISDA
Definitions) were the first day of such Interest Period and the Designated
Maturity (as defined in the ISDA Definitions) were the number of months
specified on the face of this Note in relation to the Reference Rate; and


 


“London Banking Day” shall mean a day on which commercial
banks are open for general business (including dealings in foreign exchange and
foreign currency deposits) in London;


 


(b)            in the case of a Global
Note which specifies EURIBOR as the Reference Rate on its face, the Rate of
Interest will be the aggregate of EURIBOR and the above-mentioned Margin (if
any) above or below EURIBOR. Interest shall be payable on the Nominal Amount in
respect of each successive Interest Period (as defined below) from the Issue
Date to the Maturity Date only, in arrear on the relevant Interest Payment
Date, on the basis of the actual number of days in such Interest Period and a
year of 360 days.


 


As used
in this Global Note, “EURIBOR” shall
be equal to EUR-EURIBOR-Telerate (as defined in the ISDA Definitions) as at
11.00 a.m. (Brussels time) or as near thereto as practicable on the second
TARGET Business Day before the first day of the relevant Interest Period (a “EURIBOR Interest Determination Date”);


 


(c)             the Calculation Agent
will, as soon as practicable after 11.00 a.m. (London time) on each LIBOR
Interest Determination Date or 11.00 a.m. (Brussels time) on each EURIBOR
Interest Determination Date (as the case may be), determine the Rate of
Interest and calculate the amount of interest payable (the “Amount of Interest”) for the relevant Interest Period. “Rate of Interest” means (A) if the Reference Rate is
EURIBOR, the rate which is determined in accordance with the provisions of
paragraph 12(b), and (B) in any other case, the rate which is determined in
accordance with the provisions of paragraph 12(a). The


 


17

















 


Amount of Interest shall be calculated by
applying the Rate of Interest to the Nominal Amount of one Note of each
denomination, multiplying such product by the actual number of days in the
Interest Period concerned divided by 360 or, if this Global Note is denominated
in Sterling, by 365 and rounding the resulting figure to the nearest amount of
the above-mentioned Specified Currency which is available as legal tender in
the country or countries (in the case of the euro) of the Specified Currency
(with halves being rounded upwards). The determination of the Rate of Interest
and the Amount of Interest by the Calculation Agent named above shall (in the
absence of manifest error) be final and binding upon all parties;


 


(d)            a certificate of the
Calculation Agent as to the Rate of Interest payable hereon for any Interest
Period shall be conclusive and binding as between the Issuer and the bearer
hereof;


 


(e)             the period beginning on
(and including) the Issue Date and ending on (but excluding) the first Interest
Payment Date and each successive period beginning on (and including) an
Interest Payment Date and ending on (but excluding) the next succeeding
Interest Payment Date is called an “Interest Period”
for the purposes of this paragraph 12; and


 


(f)             the Issuer will procure
that a notice specifying the Rate of Interest payable in respect of each
Interest Period be published as soon as practicable after the determination of
the Rate of Interest. Such notice will be delivered to the clearing system(s)
in which this Global Note is held at the relevant time or, if this Global Note
has been exchanged for bearer definitive Notes pursuant to paragraph 7, will be
published in a leading English language daily newspaper published in London (which
is expected to be the Financial Times).


 


13.         If the proceeds of this
Global Note are accepted in the United Kingdom, the Principal Amount or Minimum
Redemption Amount (as applicable) shall be not less than £100,000 (or the
equivalent in any other currency).


 


14.         Instructions for payment must
be received at the offices of the Issue and Paying Agent referred to above
together with this Global Note as follows:


 


(a)             if this Global Note is
denominated  in Japanese Yen, at least
two Business Days prior to the relevant payment date;


 


(b)            if this Global Note is
denominated in United States dollars or Sterling, on or prior to the relevant
payment date; and


 


(c)             in all other cases, at
least one Business Day prior to the relevant payment date.


 


As used
in this paragraph, “Business Day”
means:


 


(i)        a day other than a Saturday or
Sunday on which commercial banks are open for general business (including
dealings in foreign exchange and foreign currency deposits) in London; and


 


18

















 


(ii)       in the case of payments in
euro, a TARGET Business Day and, in all other cases, a day on which commercial
banks are open for general business (including dealings in foreign exchange and
foreign currency deposits) in the principal financial centre in the country of
the above-mentioned Specified Currency.


 


15.         This Global Note shall not be
validly issued unless manually authenticated by Citibank, N.A. as Issue and
Paying Agent.


 


16.         This Global Note and all
matters arising from or connected with it are governed by, and shall be
construed in accordance with, English law.


 


17.


(a)             English
courts:  The
courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising from or connected with this Global Note.


 


(b)            Appropriate
forum:  The
Issuer agrees that the courts of England are the most appropriate and
convenient courts to settle any Dispute and, accordingly, that it will not
argue to the contrary.


 


(c)             Rights of the
bearer to take proceedings outside England:  Clause 15(a) (English
courts) is for the benefit of the bearer only. As a result, nothing
in this clause 15 prevents the bearer from taking proceedings relating to a
Dispute (“Proceedings”) in any other courts with
jurisdiction. To the extent allowed by law, the bearer may take concurrent
Proceedings in any number of jurisdictions.


 


(d)            Process
agent:  The
Issuer agrees that the documents which start any Proceedings and any other
documents required to be served in relation to those Proceedings may be served
on it by being delivered to Law Debenture Corporate Services Limited at Fifth
Floor, 100 Wood Street, London EC2V 7EX or, if different, its registered office
for the time being or at any address of the Issuer in Great Britain at which
process may be served on it in accordance with Part XXIII of the Companies Act
1985. If such person is not or ceases to be effectively appointed to accept
service of process on behalf of the Issuer, the Issuer shall, on the written
demand of the bearer addressed to the Issuer and delivered to the Issuer or to
the Specified Office of the Issue and Paying Agent appoint a further person in
England to accept service of process on its behalf and, failing such
appointment within 15 days, the bearer shall be entitled to appoint such a person
by written notice addressed to the Issuer and delivered to the Issuer or to the
Specified Office of the Issue and Paying Agent. Nothing in this paragraph shall
affect the right of the bearer to serve process in any other manner permitted
by law. This clause applies to Proceedings in England and to Proceedings
elsewhere.


 


EACH
PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION IN CONNECTION WITH THIS GLOBAL NOTE OR ANY TRANSACTION CONTEMPLATED BY
THIS GLOBAL NOTE. THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY
COURT.


 


19

















 


18.         No person shall have any
right to enforce any provision of this Note under the Contracts (Rights of
Third Parties) Act 1999, but this does not affect any right or remedy of a
third party which exists or is available apart from that Act.


 


	
  AUTHENTICATED by 

  CITIBANK, N.A.  

  without recourse, warranty or liability and for

  authentication purposes only

  	
  Signed
  on behalf of: 

  [ECOLAB INC. /ECOLAB B.V./ECOLAB

  HOLDING GMBH](1)

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  (Authorised Signatory)

  	
   

  	
  (Authorised Signatory)

  
						



 


 






(1) Delete as appropriate.


 


20

















 


SCHEDULE

Payments of Interest


 


The
following payments of interest in respect of this Global Note have been made:


 


	
  Date

  Made

  	
   

  	
  Payment

  From

  	
   

  	
  Payment

  To

  	
   

  	
  Amount

  Paid

  	
   

  	
  Notation

  on behalf

  of Issue and

  Paying

  Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


21

















 


Pro-forma
Redemption or Interest Calculation

(Index linked Global Note)


 


This is
the Redemption or Interest Calculation relating to the attached index-linked
Global Note:


 


 


	
  Calculation
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
  Calculation
  Agent:

  	
   

  	
   

  
	
   

  	
   

  
	
  Redemption
  Amount:

  	
  to be
  calculated by the Calculation Agent as follows:

  
	
   

  	
   

  
	
   

  	
  [Insert
  particulars of index and redemption calculation]

  
	
   

  	
   

  
	
   

  	
  [Indicate
  whether the calculation refers to principal or coupon]

  
	
   

  	
   

  
	
  Confirmed:

  	
   

  



 


 


	
   

  	
   

  
	
  For [ECOLAB INC./ECOLAB
  B.V./ECOLAB HOLDING GMBH](1)

  	
   

  
			



 


Note:      The Calculation Agent is required to notify the Issue and Paying
Agent for the Notes of the Redemption Amount immediately upon completing its
calculation of the same.


 






(1)
Delete as appropriate


 


22

















 


Form of Multicurrency Definitive Note

(Interest Bearing/Discounted/Index-Linked) (Non-Sterling)


 


The Note covered hereby has not been registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) and may not be
offered or sold within the United States or to, or for the account or benefit
of, U.S. persons. Terms used in this paragraph have the meanings given to them
by Regulation S under the Securities Act.


 


Any United States person who holds this Note or any Note covered hereby
will be subject to limitations under the United States income tax laws,
including the limitations provided in sections 165(j) and 1287(a) of the United
States Internal Revenue Code of 1986, as amended (the “Code”). By accepting
this Note or any Note covered hereby, the holder represents and warrants that
it is not a United States person (other than an exempt recipient described in
section 6049(b)(4) of the Code and regulations thereunder) and that it is not
acting for or on behalf of a United States person (other than an exempt
recipient described in section 6049(b)(4) of the Code and regulations
thereunder). Terms used in this paragraph have the meanings given to them by
the applicable provisions of the Code and the regulations thereunder.


 


Unless between individuals not acting in the conduct of a business or
profession, each transaction regarding this Note which involves the physical
delivery thereof within, from or into The Netherlands, must be effected (as
required by the Dutch Savings Certificates Act (Wet inzake
Spaarbewijzen) of 21 May 1985 (as amended)) through the mediation of
the Issuer or an admitted institution of Euronext Amsterdam N.V., admitted in a
function on one or more of the markets or systems operated by Euronext
Amsterdam N.V. (toegelaten instelling) and must
either be:


 


(1)                                  between individuals or legal entities who or
which trade or invest in securities in the conduct of a profession or trade
(which includes banks, dealers, insurance companies, pension funds, other
institutional investors and commercial enterprises which regularly, as an
ancillary activity, invest in securities); or, in any other case


 


(2)                                  recorded in a transaction note which includes
the name and address of each party to the transaction, the nature of the
transaction and the details and serial number of this Note.(1)


 


ECOLAB INC.


(incorporated under the laws of the State of Delaware)


ECOLAB B.V.


 






(1)                                  This legend should be placed on zero coupon or
discounted Sterling Notes and Sterling Notes on which interest only becomes due
at maturity which (ii) are issued within The Netherlands, or issued outside The
Netherlands but distributed within The Netherlands in the course of initial
distribution or immediately thereafter and (b) are not admitted to trading on
Eurolist by Euronext.


 


 


23

















 


(incorporated with limited liability under the laws of The Netherlands
having its statutory seat in Nieuwegein)


ECOLAB HOLDING GMBH


(incorporated with limited liability under the laws of
Germany)


 


guaranteed by


 


ECOLAB INC.


(in respect of Notes issued by Ecolab B.V. and


Ecolab Holding GmbH)


 


 


	
  No:

  	
   

  	
  Series No.: 

  
	
   

  	
   

  	
   

  
	
  Issued in London on:

  	
   

  	
  Maturity Date: 

  
	
   

  	
   

  	
   

  
	
  Specified Currency:

  	
   

  	
  Denomination: 

  
	
   

  	
   

  	
   

  
	
  Nominal Amount:

  	
   

  	
  Reference Rate:(4)                      months
  LIBOR/EURIBOR(1)

  
	
   

  	
   

  	
   

  
	
  Calculation Agent:(2)

  	
   

  	
  Fixed Interest Rate:(3)                             
  %per annum

  
	
  (Principal)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Margin:(4)                                                                            
  %

  	
   

  	
  Calculation Agent:(4) 

  
	
   

  	
   

  	
  (Interest)

  
	
   

  	
   

  	
   

  
	
  Interest Payment Dates:(5) 

  	
   

  	
   

  



 


1.                                 For value received, [ECOLAB INC./ECOLAB
B.V./ECOLAB HOLDING GMBH] (the “Issuer”)
promises to pay to the bearer of this Note on the above-mentioned Maturity
Date:


 


(a)                                      the above-mentioned Nominal Amount; or


 


(b)                                     if this Note is index-linked, an amount
(representing either principal or interest) to be calculated by the Calculation
Agent named above, in accordance with the redemption or interest calculation, a
copy of which is attached to this Note and/or is available for inspection at
the offices of the Issue and Paying Agent referred to below,


 


together with interest thereon at the rate and at the times (if any)
specified herein.


 






(1) Delete as appropriate. The
reference rate will be LIBOR unless this Global Note is denominated in euro and
the Issuer and the relevant Dealer agree that the reference rate should be
EURIBOR.


 


(2) Complete for index-linked
Notes only.


 


(3) Complete for fixed rate
interest bearing Notes only.


 


(4) Complete for floating rate
interest bearing Notes only.


 


(5) Complete for interest
bearing Notes.


 


 


24

















 


All such payments shall be made in accordance with an amended and
restated note agency agreement dated 2 December 2005 between, among others, the
Issuer and the issue and paying agent referred to therein, a copy of which is
available for inspection at the offices of Citibank, N.A. (the “Issue and Paying Agent”) at 5 Carmelite Street, London EC4Y
0PA, and subject to and in accordance with the terms and conditions set forth
below. All such payments shall be made upon presentation and surrender of this
Note at the offices of the Issue and Paying Agent referred to above by transfer
to an account denominated in the above-mentioned Specified Currency maintained
by the bearer in the principal financial centre in the country of that currency
or, in the case of a Note denominated in euro, by euro cheque drawn on, or by
transfer to a euro account (or any other account to which euro may be credited
or transferred) maintained by the payee with, a bank in the principal financial
centre of any member state of the European Union. The Issuer [and the
Guarantor](1) will ensure that they maintain a paying agent in an EU Member
State that will not be obliged to withhold or deduct any tax pursuant to
European Council Directive 2003/48/EC or any law implementing or complying
with, or introduced in order to conform to, such Directive. Payments to the
bearer of this Note shall not be made to an address or a bank account
maintained within the United States, the Notes may not be presented for payment
within the United States, and demand for payments under the Notes may not be
made within the United States.


 


2.                                 All payments in respect of this Note by or on
behalf of the Issuer shall be made without set-off, counterclaim, fees,
liabilities or similar deductions and free and clear of, and without deduction
or withholding for or on account of, taxes, levies, duties, assessments or
charges of any nature now or hereafter imposed, levied, collected, withheld or
assessed in any jurisdiction through, in or from which such payments are made
or any political subdivision or taxing authority of or in any of the foregoing
(“Taxes”). If the Issuer or any agent
thereof is required by law or regulation to make any deduction or withholding
for or on account of Taxes, the Issuer shall, to the extent permitted by
applicable law or regulation, pay such additional amounts as shall be necessary
in order that the net amounts received by the bearer of this Note after such
deduction or withholding shall equal the amount which would have been
receivable hereunder in the absence of such deduction or withholding, except
that no such additional amounts shall be payable where this Note is presented
for payment:


 


(a)                                      by or on behalf of a holder which is liable to
such Taxes by reason of its having some connection with the jurisdiction
imposing the Taxes other than the mere holding of this Note; or


 


(b)                                     where such deduction or withholding is imposed
on a payment to an individual and is required to be made pursuant to European
Council Directive 2003/48/EC or any law implementing or complying with, or
introduced in order to conform to, such directive; or


 






(1) Delete as appropriate.


 


(2) Delete where Ecolab Inc.
is the Issuer, otherwise retain.


 


 


25

















 


(c)                                      by or on behalf of a holder who would have been
able to avoid such withholding or deduction by presenting the relevant Note or
Coupon to another issue and paying agent in a member state of the European
Union; or


 


(d)                                     more than 15 days after the Maturity Date or,
if applicable, the relevant Interest Payment Date or (in either case) the date
on which payment hereof is duly provided for, whichever occurs later, except to
the extent that the holder would have been entitled to such additional amounts
if it had presented this Note on the last day of such period of 15 days.


 


3.                                 The payment obligation of the Issuer
represented by this Note constitutes and at all times shall constitute a direct
and unsecured obligation of the Issuer ranking pari passu with
all present and future unsecured and unsubordinated indebtedness of the Issuer
other than obligations preferred by mandatory provisions of law.


 


4.                                 If the Maturity Date or, if applicable, the
relevant Interest Payment Date is not a Payment Business Day (as defined
herein) payment in respect hereof will not be made and credit or transfer
instructions shall not be given until the next following Payment Business Day (provided that, if such postponed payment would have the
effect of extending the tenor of the relevant Note to more than 183 days,
payment will be made and credit and transfer instructions will be given, on the
immediately preceding Payment Business Day) and the bearer of this Note shall
not be entitled to any adjustment to interest or other sums in respect of such
payment.


 


As used in this Note:


 


“Payment Business Day” means any day
other than a Saturday or Sunday which is both (A) a day on which commercial
banks and foreign exchange markets settle payments and are open for general
business (including dealings in foreign exchange and foreign currency deposits)
in the relevant place of presentation, and (B) either (i) if the
above-mentioned Specified Currency is any currency other than euro, a day on
which commercial banks and foreign exchange markets settle payments and are
open for general business (including dealings in foreign exchange and foreign
currency deposits) in both London and the principal financial centre of the
country of the relevant Specified Currency or (ii) if the above-mentioned
Specified Currency is euro, a day which is a TARGET Business Day; and


 


“TARGET Business Day” means a day on
which the Trans-European Automated Real-time Gross Settlement Express Transfer
(TARGET) System, or any successor thereto, is operating credit or transfer
instructions in respect of payments in euro.


 


Provided that if the Issue and Paying Agent determines with the
agreement of the Issuer and the Guarantor that the market practice in respect
of euro denominated internationally offered securities is different from that
specified above, the above shall be deemed to be amended so as to comply with
such market practice and the Issue and Paying Agent shall procure that a notice
of such amendment is published not less than 15 days prior to the date on which
any payment in euro falls due to be made in such manner as the Issue and Paying
Agent may determine.


 


 


26

















 


5.                                 This Note is negotiable and, accordingly, title
hereto shall pass by delivery and the bearer shall be treated as being
absolutely entitled to receive payment upon due presentation hereof
(notwithstanding any notation of ownership or other writing thereon or notice
of any previous loss or theft thereof).


 


6.                                 [This Note has the benefit of a guarantee
issued by Ecolab Inc. on 2 December 2005, copies of which are available for
inspection during normal business hours at the office of the Issue and Paying
Agent referred to above.](1)


 


7.                                 If this is an interest bearing Note, then:


 


(a)                                      notwithstanding the provisions of paragraph 1
above, if any payment of interest in respect of this Note falling due for
payment prior to the above-mentioned Maturity Date remains unpaid on the
fifteenth day after falling so due, the amount referred to in part (a) or (b)
(as the case may be) of paragraph 1 shall be payable on such fifteenth day;


 


(b)                                     upon each payment of interest (if any) prior to
the Maturity Date in respect of this Note, the Schedule hereto shall be duly
completed by the Issue and Paying Agent to reflect such payment; and


 


(c)                                      if no Interest Payment Dates are specified on
the face of the Note, the Interest Payment Date shall be the Maturity Date.


 


8.                                 If this is a fixed rate interest bearing Note,
interest shall be calculated on the Nominal Amount as follows:


 


(a)                                      interest shall be payable on the Nominal Amount
in respect of each successive Interest Period (as defined below) from the Issue
Date to the Maturity Date only, in arrear on the relevant Interest Payment
Date, on the basis of the actual number of days in such Interest Period and a
year of 360 days at the above-mentioned Fixed Interest Rate with the resulting
figure being rounded to the nearest amount of the above-mentioned Specified
Currency which is available as legal tender in the country or countries (in the
case of the euro) of the Specified Currency (with halves being rounded
upwards); and


 


(b)                                     the period beginning on the Issue Date and
ending on the first Interest Payment Date and each successive period beginning
on an Interest Payment Date and ending on the next succeeding Interest Payment
Date is an “Interest Period” for the purposes
of this paragraph.


 


9.                                 If this is a floating rate interest bearing
Note, interest shall be calculated on the Nominal Amount as follows:


 


(a)                                      in the case of a Note which specifies LIBOR as
the Reference Rate on its face, the Rate of Interest will be the aggregate of
LIBOR and the above-mentioned Margin (if any) above or below LIBOR. Interest
shall be payable on the Nominal Amount in respect of each successive Interest
Period (as defined


 






(1) Delete where Ecolab Inc. is the Issuer, otherwise retain.


 


 


27

















 


below) from the Issue Date to
the Maturity Date only, in arrear on the relevant Interest Payment Date, on the
basis of the actual number of days in such Interest Period and a year of 360
days.


 


As used in this Note:


 


“LIBOR” shall be equal to the rate
defined as “LIBOR-BBA” in respect of the above-mentioned Specified Currency (as
defined in the 2000 ISDA Definitions published by the International Swaps and
Derivatives Association, Inc., as amended, updated or replaced as at the date
of this Note, (the “ISDA Definitions”))
as at 11.00 a.m. (London time) or as near thereto as practicable on the second
London Banking Day before the first day of the relevant Interest Period (a “LIBOR Interest Determination Date”), as if the Reset Date
(as defined in the ISDA Definitions) were the first day of such Interest Period
and the Designated Maturity (as defined in the ISDA Definitions) were the
number of months specified on the face of this Note in relation to the
Reference Rate; and


 


“London Banking Day” shall mean a day on
which commercial banks are open for general business (including dealings in
foreign exchange and foreign currency deposits) in London;


 


(b)                                     in the case of a Note which specifies EURIBOR
as the Reference Rate on its face, the Rate of Interest will be the aggregate
of EURIBOR and the above-mentioned Margin (if any) above or below EURIBOR. Interest
shall be payable on the Nominal Amount in respect of each successive Interest
Period (as defined below) from the Issue Date to the Maturity Date only, in
arrear on the relevant Interest Payment Date, on the basis of the actual number
of days in such Interest Period and a year of 360 days.


 


As used in this Note, “EURIBOR” shall
be equal to EUR-EURIBOR-Telerate (as defined in the ISDA Definitions) as at
11.00 a.m. (Brussels time) or as near thereto as practicable on the second
TARGET Business Day before the first day of the relevant Interest Period (a “EURIBOR Interest Determination Date”), as if the Reset Date
(as defined in the ISDA Definitions) were the first day of such Interest Period
and the Designated Maturity (as defined in the ISDA Definitions) were the
number of months specified on the face of this Note in relation to the
Reference Rate;


 


(c)                                      the Calculation Agent will, as soon as
practicable after 11.00 a.m. (London time) on each LIBOR Interest Determination
Date or 11.00 a.m. (Brussels time) on each EURIBOR Interest Determination Date
(as the case may be), determine the Rate of Interest and calculate the amount
of interest payable (the “Amount of Interest”)
for the relevant Interest Period. “Rate of Interest”
means (A) if the Reference Rate is EURIBOR, the rate which is determined in
accordance with the provisions of paragraph 8(b), and (B) in any other case,
the rate which is determined in accordance with the provisions of paragraph
8(a). The Amount of Interest shall be calculated by applying the Rate of
Interest to the Nominal Amount of one Note of each denomination, multiplying
such product by the


 


28

















 


actual number of days in the
Interest Period concerned divided by 360 and rounding the resulting figure to
the nearest amount of the above-mentioned Specified Currency which is available
as legal tender in the country or countries (in the case of the euro) of the
Specified Currency (with halves being rounded upwards). The determination of
the Rate of Interest and the Amount of Interest by the Calculation Agent named
above shall (in the absence of manifest error) be final and binding upon all
parties;


 


(d)                                     a certificate of the Calculation Agent as to
the Rate of Interest payable hereon for any Interest Period shall be conclusive
and binding as between the Issuer and the bearer hereof;


 


(e)                                      the period beginning on (and including) the
Issue Date and ending on (but excluding) the first Interest Payment Date and
each successive period beginning on (and including) an Interest Payment Date
and ending on (but excluding) the next succeeding Interest Payment Date is
called an “Interest Period” for the purposes
of this paragraph 8; and


 


(f)                                        the Issuer will procure that a notice
specifying the Rate of Interest payable in respect of each Interest Period be
published as soon as practicable after the determination of the Rate of
Interest. Such notice will be delivered to the bearer of this Note, or if that
is not practicable, will be published in a leading English language daily
newspaper published in London (which is expected to be the Financial
Times).


 


10.                           If the proceeds of this Note are accepted in
the United Kingdom, the Principal Amount or Minimum Redemption Amount (as
applicable) shall be not less than £100,000 (or the equivalent in any other
currency).


 


11.                           Instructions for payment must be received at
the offices of the Issue and Paying Agent referred to above together with this
Note as follows:


 


(a)                                      if this Note is denominated in Japanese Yen, at
least two Business Days prior to the relevant payment date;


 


(b)                                     if this Note is denominated in United States
dollars, on or prior to the relevant payment date; and


 


(c)                                      in all other cases, at least one Business Day
prior to the relevant payment date.


 


As used in this paragraph, “Business Day”
means:


 


(i)                        a day other than a Saturday or Sunday on which
commercial banks are open for general business (including dealings in foreign
exchange and foreign currency deposits) in London; and


 


(ii)                     in the case of payments in euro, a TARGET
Business Day and, in all other cases, a day on which commercial banks are open
for general business (including dealings in foreign exchange and foreign
currency


 


 


29

















 


deposits) in the principal
financial centre in the country of the above-mentioned Specified Currency.


 


12.                           This Note shall not be validly issued unless
manually authenticated by Citibank, N.A. as Issue and Paying Agent.


 


13.                           This Note and all matters arising from or
connected with it are governed by, and shall be construed in accordance with,
English law.


 


14.


 


(a)                                      English courts:  The courts of England have exclusive jurisdiction to settle any dispute
(a “Dispute”) arising from or connected with
this Note.


 


(b)                                     Appropriate forum:  The Issuer agrees that the courts of England are the most appropriate
and convenient courts to settle any Dispute and, accordingly, that it will not
argue to the contrary.


 


(c)                                      Rights of the bearer to take
proceedings outside England:  Clause 12(a) (English courts) is for the
benefit of the bearer only. As a result, nothing in this clause 12 prevents the
bearer from taking proceedings relating to a Dispute (“Proceedings”)
in any other courts with jurisdiction. To the extent allowed by law, the bearer
may take concurrent Proceedings in any number of jurisdictions.


 


(d)                                     Process agent:  The Issuer agrees that the documents which start any Proceedings and any
other documents required to be served in relation to those Proceedings may be
served on it by being delivered to Law Debenture Corporate Services Limited at
Fifth Floor, 100 Wood Street, London EC2V 7EX or, if different, its registered
office for the time being or at any address of the Issuer in Great Britain at
which process may be served on it in accordance with Part XXIII of the
Companies Act 1985. If such person is not or ceases to be effectively appointed
to accept service of process on behalf of the Issuer, the Issuer shall, on the
written demand of the bearer addressed to the Issuer and delivered to the
Issuer or to the Specified Office of the Issue and Paying Agent appoint a
further person in England to accept service of process on its behalf and,
failing such appointment within 15 days, the bearer shall be entitled to
appoint such a person by written notice addressed to the Issuer and delivered
to the Issuer or to the Specified Office of the Issue and Paying Agent. Nothing
in this paragraph shall affect the right of the bearer to serve process in any
other manner permitted by law. This clause applies to Proceedings in England
and to Proceedings elsewhere.


 


EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION IN CONNECTION WITH THIS NOTE OR ANY TRANSACTION CONTEMPLATED BY
THIS NOTE. THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY COURT.


 


 


30

















 


15.                           No person shall have any right to enforce any
provision of this Note under the Contracts (Rights of Third Parties) Act 1999,
but this does not affect any right or remedy of a third party which exists or
is available apart from that Act.


 


 


	
  AUTHENTICATED by

  	
   

  	
  Signed on behalf of:

  
	
  CITIBANK, N.A.

  	
   

  	
  [ECOLAB INC. / ECOLAB B.V./ECOLAB 

  
	
  without recourse, warranty or liability and for 

  	
   

  	
  HOLDING GMBH](1)

  
	
  authentication purposes only

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  (Authorised Signatory)

  	
   

  	
   

  	
  (Authorised Signatory)

  



 


 






(1) Delete as appropriate.


 


31

















 


SCHEDULE

Payments of Interest


 


The following payments of interest in respect of this Note have been
made:


 


 


	
  Date

  Made

  	
   

  	
  Payment

  From

  	
   

  	
  Payment

  To

  	
   

  	
  Amount

  Paid

  	
   

  	
  Notation

  on behalf

  of Issue and

  Paying

  Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


32

















 


Pro-forma Redemption or Interest Calculation

(Index linked Note)


 


This is the Redemption or Interest Calculation relating to the attached
index-linked Note:


 


 


	
  Calculation Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Calculation Agent:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Redemption Amount:

  	
   

  	
  to be calculated by the Calculation Agent as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Insert particulars of index and redemption calculation]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Indicate whether the calculation refers to principal or coupon]

  



 


 


Confirmed:


 


 


	
   

  	
   

  
	
  For [ECOLAB
  INC./ECOLAB B.V./ECOLAB HOLDING GMBH](1)

  



 


Note:                   The Calculation Agent is required to notify the
Issue and Paying Agent for the Notes of the Redemption Amount immediately upon
completing its calculation of the same.


 






(1) Delete as appropriate.


 


33

















 


Form of Definitive Note

(for use where the Issuer accepts the

proceeds of issue in the United Kingdom)


 


The Note covered hereby has not been registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) and may not be
offered or sold within the United States or to, or for the account or benefit
of, U.S. persons. Terms used in this paragraph have the meanings given to them
by Regulation S under the Securities Act.


 


Any United States person who holds this Note or any Note covered hereby
will be subject to limitations under the United States income tax laws,
including the limitations provided in sections 165(j) and 1287(a) of the United
States Internal Revenue Code of 1986, as amended (the “Code”). By accepting
this Note or any Note covered hereby, the holder represents and warrants that
it is not a United States person (other than an exempt recipient described in
section 6049(b)(4) of the Code and regulations thereunder) and that it is not
acting for or on behalf of a United States person (other than an exempt
recipient described in section 6049(b)(4) of the Code and regulations
thereunder). Terms used in this paragraph have the meanings given to them by
the applicable provisions of the Code and the regulations thereunder.


 


Unless between individuals not acting in the conduct of a business or
profession, each transaction regarding this Note which involves the physical
delivery thereof within, from or into The Netherlands, must be effected (as
required by the Dutch Savings Certificates Act (Wet inzake
Spaarbewijzen) of 21 May 1985 (as amended)) through the mediation of
the Issuer or an admitted institution of Euronext Amsterdam N.V., admitted in a
function on one or more of the markets or systems operated by Euronext
Amsterdam N.V. (toegelaten instelling) and must
either be:


 


(1)                                  between individuals or legal entities who or
which trade or invest in securities in the conduct of a profession or trade
(which includes banks, dealers, insurance companies, pension funds, other
institutional investors and commercial enterprises which regularly, as an
ancillary activity, invest in securities); or, in any other case


 


(2)                                  recorded in a transaction note which includes
the name and address of each party to the transaction, the nature of the
transaction and the details and serial number of this Note.(1)


 


£[500,000][1,000,000]


 






(1)                                  This legend should be placed on zero coupon or
discounted Multicurrency Notes and Multicurrency Notes on which interest only
becomes due at maturity which (ii) are issued within The Netherlands, or issued
outside The Netherlands but distributed within The Netherlands in the course of
initial distribution or immediately thereafter and (b) are not admitted to
trading on Eurolist by Euronext.


 


 


34

















 


ECOLAB INC.


 (incorporated under the laws of
the State of Delaware)


ECOLAB B.V.


(incorporated with limited liability under the laws of The Netherlands
having its statutory seat in Nieuwegein)


ECOLAB HOLDING GMBH


(incorporated with limited liability under the laws of
Germany)


 


guaranteed by


 


ECOLAB INC.


(in respect of Notes issued by Ecolab B.V. and


Ecolab Holding GmbH)


 


	
  No:

  	
   

  	
  Series No.:

  
	
   

  	
   

  	
   

  
	
  Issued in London on:

  	
   

  	
  Maturity Date:

  
	
   

  	
   

  	
   

  
	
  Denomination:

  	
   

  	
  Nominal Amount:(1)

  (words and figures)

  
	
   

  	
   

  	
   

  
	
  Reference Rate:(2)                                                months
  LIBOR

  	
   

  	
  Calculation Agent:(3)

  (Principal)

  
	
   

  	
   

  	
   

  
	
  Fixed Interest Rate:(4)
                                               
  %per annum

  	
   

  	
  Margin:(5)
                                                                                  %

  
	
   

  	
   

  	
   

  
	
  Calculation Agent:(6)

  	
   

  	
  Interest Payment Dates:(7)

  
	
  (Interest)

  	
   

  	
  (Interest)

  



 


 


1.                                 For value received, [ECOLAB INC./ECOLAB
B.V./ECOLAB HOLDING GMBH](1) (the “Issuer”)
promises to pay to the bearer of this Note on the above-mentioned Maturity
Date:


 


(a)                                      the above-mentioned Nominal Amount; or


 


(b)                                     if this Note is index-linked, an amount
(representing either principal or interest) to be calculated by the Calculation
Agent named above, in accordance with the redemption or interest calculation, a
copy of which is attached to this Note and/or is available for inspection at
the offices of the Issue and Paying Agent referred to below,


 






(1) Complete for Notes other
than index-linked Notes.


 


(2) Complete for floating rate
interest bearing Notes only.


 


(3) Complete for index-linked
Notes only.


 


(4) Complete for fixed rate
interest bearing Notes only.


 


(5) Complete for floating rate
interest bearing Notes only.


 


(6) Complete for floating rate
interest bearing Notes only.


 


(7) Complete for interest
bearing Notes if interest is payable before the Maturity Date.


 


(8) Delete as appropriate.


 


 


35

















 


together with interest thereon at the rate and at the times (if any)
specified on the reverse of this Note.


 


All such payments shall be made in accordance with an amended and
restated note agency agreement dated 2 December 2005 between, among others, the
Issuer and the issue and paying agent referred to therein, a copy of which is
available for inspection at the offices of Citibank, N.A. (the “Issue and Paying Agent”) at 5 Carmelite Street, London EC4Y
0PA, and subject to and in accordance with the terms and conditions set forth
below. All such payments shall be made upon presentation and surrender of this
Note at the offices of the Issue and Paying Agent referred to above by transfer
to a sterling account maintained by the bearer in London. The Issuer [and the
Guarantor](1) will ensure that they maintain a paying agent in an EU Member
State that will not be obliged to withhold or deduct any tax pursuant to
European Council Directive 2003/48/EC or any law implementing or complying
with, or introduced in order to conform to, such Directive.. Payments to the
bearer of this Note shall not be made to an address or a bank account
maintained within the United States, the Notes may not be presented for payment
within the United States, and demand for payments under the Notes may not be
made within the United States.


 


2.                                 All payments in respect of this Note by or on
behalf of the Issuer shall be made without set-off, counterclaim, fees,
liabilities or similar deductions and free and clear of, and without deduction
or withholding for or on account of, taxes, levies, duties, assessments or
charges of any nature now or hereafter imposed, levied, collected, withheld or
assessed in any jurisdiction through, in or from which such payments are made
or any political subdivision or taxing authority of or in any of the foregoing
(“Taxes”). If the Issuer or any agent
thereof is required by law or regulation to make any deduction or withholding
for or on account of Taxes, the Issuer shall, to the extent permitted by
applicable law or regulation, pay such additional amounts as shall be necessary
in order that the net amounts received by the bearer of this Note after such
deduction or withholding shall equal the amount which would have been
receivable hereunder in the absence of such deduction or withholding, except
that no such additional amounts shall be payable where this Note is presented
for payment:


 


(a)                                      by or on behalf of a holder which is liable to
such Taxes by reason of its having some connection with the jurisdiction
imposing the Taxes other than the mere holding of this Note; or


 


(b)                                     where such deduction or withholding is imposed
on a payment to an individual and is required to be made pursuant to European
Council Directive 2003/48/EC or any law implementing or complying with, or
introduced in order to conform to, such directive; or


 


(c)                                      by or on behalf of a holder who would have been
able to avoid such withholding or deduction by presenting the relevant Note or
Coupon to another issue and paying agent in a member state of the European
Union, or


 






(1) Delete where Ecolab Inc. is the Issuer, otherwise retain.


 


 


36

















 


(d)                                     more than 15 days after the Maturity Date or,
if applicable, the relevant Interest Payment Date or (in either case) the date
on which payment hereof is duly provided for, whichever occurs later, except to
the extent that the holder would have been entitled to such additional amounts
if it had presented this note on the last day of each 15 day period.


 


3.                                 The payment obligation of the Issuer
represented by this Note constitutes and at all times shall constitute a direct
and unsecured obligation of the Issuer ranking pari passu with
all present and future unsecured and unsubordinated indebtedness of the Issuer
other than obligations preferred by mandatory provisions of law.


 


4.                                 If the Maturity Date or, if applicable, the
relevant Interest Payment Date is not a Payment Business Day (as defined
herein) payment in respect hereof will not be made and credit or transfer
instructions shall not be given until the next following Payment Business Day (provided that, if such postponed payment would have the
effect of extending the tenor of the relevant Note to more than 183 days,
payment will be made and credit and transfer instructions will be given, on the
immediately preceding Payment Business Day) and the bearer of this Note shall not
be entitled to any adjustment to interest or other sums in respect of such
payment. As used in this Note, “Payment Business Day”
means any day other than a Saturday or Sunday which is a day on which
commercial banks and foreign exchange markets settle payments and are open for
general business in London and in the place of payment.


 


5.                                 This Note is negotiable and, accordingly, title
hereto shall pass by delivery and the bearer shall be treated as being
absolutely entitled to receive payment upon due presentation hereof
(notwithstanding any notation of ownership or other writing thereon or notice
of any previous loss or theft thereof).


 


6.                                 This Note shall not be validly issued unless
manually authenticated by Citibank, N.A. as Issue and Paying Agent.


 


7.                                 This Note and all matters arising from or
connected with it are governed by, and shall be construed in accordance with,
English law.


 


8.                                 If the proceeds of this Note are accepted in
the United Kingdom, the Principal Amount or Minimum Redemption Amount (as applicable)
shall be not less than £100,000 (or the equivalent in any other currency).


 


9.                                 [This Note has the benefit of a guarantee
issued by Ecolab Inc. on 2 December 2005, copies of which are available for
inspection during normal business hours at the office of the Issue and Paying
Agent referred to above.](1)


 


10.


 


(a)                                      English courts:  The courts of England have exclusive jurisdiction to settle any dispute
(a “Dispute”) arising from or connected
with this Note.


 






(1) Delete where Ecolab Inc. is the Issuer, otherwise retain.


 


 


37

















 


(b)                                     Appropriate forum:  The Issuer agrees that the courts of England are the most appropriate
and convenient courts to settle any Dispute and, accordingly, that it will not
argue to the contrary.


 


(c)                                      Rights of the bearer to take
proceedings outside England:  Clause 8(a) (English courts) is for the benefit
of the bearer only. As a result, nothing in this clause 8 prevents the bearer
from taking proceedings relating to a Dispute (“Proceedings”)
in any other courts with jurisdiction. To the extent allowed by law, the bearer
may take concurrent Proceedings in any number of jurisdictions.


 


(d)                                     Process agent:  The Issuer agrees that the documents which start any Proceedings and any
other documents required to be served in relation to those Proceedings may be
served on it by being delivered to Law Debenture Corporate Services Limited at
Fifth Floor, 100 Wood Street, London EC2V 7EX or, if different, its registered
office for the time being or at any address of the Issuer in Great Britain at
which process may be served on it in accordance with Part XXIII of the
Companies Act 1985. If such person is not or ceases to be effectively appointed
to accept service of process on behalf of the Issuer, the Issuer shall, on the
written demand of the bearer addressed to the Issuer and delivered to the
Issuer or to the Specified Office of the Issue and Paying Agent appoint a
further person in England to accept service of process on its behalf and,
failing such appointment within 15 days, the bearer shall be entitled to
appoint such a person by written notice addressed to the Issuer and delivered
to the Issuer or to the Specified Office of the Issue and Paying Agent. Nothing
in this paragraph shall affect the right of the bearer to serve process in any
other manner permitted by law. This clause applies to Proceedings in England
and to Proceedings elsewhere.


 


EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION IN CONNECTION WITH THIS NOTE OR ANY TRANSACTION CONTEMPLATED BY
THIS NOTE. THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY COURT.


 


11.                           No person shall have any right to enforce any
provision of this Note under the Contracts (Rights of Third Parties) Act 1999,
but this does not affect any right or remedy of a third party which exists or
is available apart from that Act.


 


 


38

















 


	
  AUTHENTICATED by
  

  	
   

  	
  Signed on behalf of: 

  
	
  CITIBANK, N.A.

  	
   

  	
  [ECOLAB INC. /ECOLAB B.V./ECOLAB 

  
	
  without recourse, warranty or liability and for

  	
   

  	
  HOLDING GMBH](1)

  
	
  authentication purposes only

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  (Authorised Signatory)

  	
   

  	
   

  	
  (Authorised Signatory)

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  (Authorised Signatory)

  	
   

  	
   

  



 


 






(1) Delete as appropriate.


 


39

















 


[On the Reverse]


 


(A)                        If this is an interest bearing Note, then:


 


(a)                                      notwithstanding the provisions of paragraph 1
above, if any payment of interest in respect of this Note falling due for
payment prior to the above-mentioned Maturity Date remains unpaid on the
fifteenth day after falling so due, the amount referred to in part (a) or (b)
(as the case may be) of paragraph 1 shall be payable on such fifteenth day;


 


(b)                                     upon each payment of interest (if any) prior to
the Maturity Date in respect of this Note, the Schedule hereto shall be duly
completed by the Issue and Paying Agent to reflect such payment; and


 


(c)                                      if no Interest Payment Dates are specified on
the face of the Note, the Interest Payment Date shall be the Maturity Date.


 


(B)                          If this is a fixed rate interest bearing Note,
interest shall be calculated on the Nominal Amount as follows:


 


(a)                                      interest shall be payable on the Nominal Amount
in respect of each successive Interest Period (as defined below) from the Issue
Date to the Maturity Date only, in arrear on the relevant Interest Payment
Date, on the basis of the actual number of days in such Interest Period and a
year of 365 days at the above-mentioned Fixed Interest Rate with the resulting
figure being rounded to the nearest penny (with halves being rounded upwards);
and


 


(b)                                     the period beginning on the Issue Date and
ending on the first Interest Payment Date and each successive period beginning
on an Interest Payment Date and ending on the next succeeding Interest Payment
Date is an “Interest Period” for the purposes
of this paragraph (B).


 


(C)                          If this is a floating rate interest bearing
Note, interest shall be calculated on the Nominal Amount as follows:


 


(a)                                      the Rate of Interest will be the aggregate of
LIBOR and the above-mentioned Margin (if any) above or below LIBOR. Interest
shall be payable on the Nominal Amount in respect of each successive Interest
Period (as defined below) from the Issue Date to the Maturity Date only, in
arrear on the relevant Interest Payment Date, on the basis of the actual number
of days in such Interest Period and a year of 365 days. As used in this Note, “LIBOR”
shall be equal to the rate defined as “LIBOR-BBA” in respect of Sterling (as
defined in the 2000 ISDA Definitions published by the International Swaps and
Derivatives Association, Inc., as amended, updated or replaced as at the date
of this Note (the “ISDA Definitions”))
as at 11.00 a.m. (London time) or as near thereto as practicable on the first
day of the relevant Interest Period (the “LIBOR Interest
Determination Date”), as if the Reset Date (as defined in the ISDA
Definitions) were the first day of such Interest Period and the Designated
Maturity (as defined in the ISDA Definitions) were the number of months
specified on the face of this Note in relation to the Reference Rate;


 


 


40

















 


(b)                                     the Calculation Agent will, as soon as
practicable after 11.00 a.m. (London time) on the LIBOR Interest Determination
Date, determine the Rate of Interest and calculate the amount of interest
payable (the “Amount of Interest”) for the
relevant Interest Period. “Rate of Interest”
means the rate which is determined in accordance with the provisions of
sub-paragraph (a) above. The Amount of Interest shall be calculated by applying
the Rate of Interest to the Nominal Amount of one Note of each denomination,
multiplying such product by the actual number of days in the Interest Period
concerned divided by 365 and rounding the resulting figure to the nearest penny.
The determination of the Rate of Interest and the Amount of Interest by the
Calculation Agent named above shall (in the absence of manifest error) be final
and binding upon all parties;


 


(c)                                      a certificate of the Calculation Agent as to
the Rate of Interest payable hereon for any Interest Period shall be conclusive
and binding as between the Issuer and the bearer hereof;


 


(d)                                     the period beginning (and including) on the
Issue Date and ending on (but excluding) the first Interest Payment Date and
each successive period beginning on (and including) an Interest Payment Date
and ending on (but excluding) the next succeeding Interest Payment Date is
called an “Interest Period” for the purposes
of this paragraph (C).


 


 


41

















 


SCHEDULE

Payments of Interest


 


The following payments of interest in respect of this Note have been
made:


 


 


	
  Date

  Made

  	
   

  	
  Payment

  From

  	
   

  	
  Payment

  To

  	
   

  	
  Amount

  Paid

  	
   

  	
  Notation

  on behalf

  of Issue and

  Paying

  Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


42

















 


Pro-forma Redemption or Interest Calculation

(Index linked Note)


 


This is the Redemption or Interest Calculation relating to the attached
index-linked Note:


 


 


	
  Calculation Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Calculation Agent:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Redemption Amount:

  	
   

  	
  to be calculated by the Calculation Agent as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Insert particulars of index and redemption calculation]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Indicate whether the calculation refers to principal or coupon]

  



 


 


Confirmed:


 


	
   

  	
   

  
	
  For [ECOLAB
  INC./ECOLAB B.V./ECOLAB HOLDING GMBH](1)

  



 


 


Note:                   The Calculation Agent is required to notify the
Issue and Paying Agent for the Notes of the Redemption Amount immediately upon
completing its calculation of the same.


 






(1) Delete as appropriate.


 


 


43

















 


SIGNATURE PAGES


 


 


	
  The Issuers

  	
   

  
	
   

  	
   

  
	
  ECOLAB INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/Mark D. Vangsgard

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  370 North Wabasha Street

  
	
   

  	
  St. Paul

  
	
   

  	
  MN 55102-1390

  
	
   

  	
  U.S.A.

  
	
   

  	
   

  
	
  Telephone:

  	
  +1 651 293 4506

  
	
  Facsimile:

  	
  + 1 651 293 2379

  
	
  Attention:

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
  ECOLAB B.V.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/Mark D. Vangsgard

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  Edisonbaan 9-11

  
	
   

  	
  3439 MN Nieuwegein

  
	
   

  	
  The Netherlands

  
	
   

  	
   

  
	
  Telephone:

  	
  +32 2 46 75144

  
	
  Facsimile:

  	
  +32 2 46 75133

  
	
  Attention:

  	
  BENELUX Controller

  
	
   

  	
   

  
	
  (cc. Ecolab Inc. as specified above)

  
	
   

  	
   

  
	
  ECOLAB HOLDING GMBH

  
	
   

  	
   

  
	
  By:

  	
  /s/Timothy P. Dordell

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  Reisholzer Werftstraße 38-42

  
	
   

  	
  D-40589 Düsseldorf

  
	
   

  	
  Germany

  
	
   

  	
   

  
	
  Telephone:

  	
  +49 211 9893 270

  
	
  Facsimile:

  	
  +49 211 9893 297

  
	
  Attention:

  	
  Tax and Treasury, Europe

  
	
   

  	
   

  
	
  (cc. Ecolab Inc. as specified above)

  
					



 


 


44

















 


	
  The Guarantor

  	
   

  
	
   

  	
   

  
	
  ECOLAB INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/Mark D. Vangsgard

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  370 North Wabasha Street

  
	
   

  	
  St. Paul

  
	
   

  	
  MN 55102-1390

  
	
   

  	
  U.S.A.

  
	
   

  	
   

  
	
  Telephone:

  	
  +1 651 293 4506

  
	
  Facsimile:

  	
  + 1 651 293 2379

  
	
  Attention:

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  The Agent

  	
   

  
	
   

  	
   

  
	
  CITIBANK, N.A.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/David Nares

  	
   

  
	
   

  	
   

  
	
   

  	
  David Nares, Vice President

  
	
   

  	
   

  
	
  Address:

  	
  5 Carmelite Street

  
	
   

  	
  London EC4Y 0PA

  
	
   

  	
   

  
	
  Telephone:

  	
  +44 20 7508 3826

  
	
  Telex No:

  	
  940500 CITIUK G

  
	
  Facsimile:

  	
  +44 20 7508 3884

  
	
   

  	
   

  
	
  Attention:

  	
  Agency and Trust

  
				



 


45