Exhibit 4B


 


	
   

  	
  COMMON STOCK

  	
  COMMON STOCK

  
	
   

  	
   

  	
   

  
	
   

  	
  PAR VALUE $1.00

  	
  THIS
  CERTIFICATE IS TRANSFERABLE IN 

  NEW YORK, NY OR CHICAGO, IL     

   

  



 


	
  Certificate

  Number

  	
   

  	
  

  	
   

  	
  Shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ECOLAB INC.
INCORPORATED
  UNDER THE LAWS OF THE STATE OF DELAWARE

  	
   

  	
   

  



 


	
   

  	
  THIS CERTIFIES THAT

  	
  CUSIP 278865 10 0

  
	
   

  	
   

  	
   

  
	
   

  	
  is the owner of

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FULLY-PAID
  AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

  
	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  	
  

  	
   

  
	
   

  	
   

  	
  DATED

  	
   

  
	
   

  	
  /s/ A. L. Schuman

  	
  COUNTERSIGNED AND REGISTERED:

  
	
   

  	
  Chairman

  	
  COMPUTERSHARE INVESTOR SERVICES, LLC.

  
	
   

  	
   

  	
  (CHICAGO)

  
	
   

  	
   

  	
  TRANSFER AGENT AND REGISTRAR,

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ L. T. Bell

  	
   

  
	
   

  	
  Secretary

  	
  By:

  	
   

  
	
   

  	
   

  	
  AUTHORIZED SIGNATURE

  
							



 


	
  SECURITY INSTRUCTIONS ON REVERSE

  


















 


ECOLAB INC.


 


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


 


This certificate also evidences and entitles the
holder hereof to certain Rights as set forth in the Rights Agreement between
Ecolab Inc. (the “Company”) and Computershare Investor Services, LLC (the
“Rights Agent”), dated as of February 24, 2006, as amended from time to time
(the “Rights Agreement”), the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal offices of the
Company. Under certain circumstances, as set forth in the Rights Agreement,
such Rights will be evidenced by separate certificates and will no longer be
evidenced by this certificate. The Company will mail to the holder of this
certificate a copy of the Rights Agreement, as in effect on the date of
mailing, without charge promptly after receipt of a written request therefor.
Under certain circumstances set forth in the Rights Agreement, Rights issued
to, or held by, any Person who is, was or becomes an Acquiring Person or an
Adverse Person or any Affiliate or Associate thereof (as such terms are defined
in the Rights Agreement), whether currently held by or on behalf of such Person
or by any subsequent holder, may become null and void.


 


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


 


	
  TEN COM -as tenants in common

  	
   

  	
  UNIF GIFT MIN ACT-
                   Custodian              

  
	
   

  	
   

  	
   

  	
  (Cust)

  	
  (Minor)

  
	
  TEN ENT -as tenants by the entireties

  	
   

  	
   

  	
  under Uniform Gifts to Minors Act

  
	
   

  	
   

  	
   

  	
   

  
	
  JT TEN - as joint tenants with right of
  survivorship

  	
   

  	
  UNIF TRF MIN ACT -
                   Custodian
  (until age        )

  
	
  and not as tenants in common

  	
   

  	
   

  	
  (Cust)

  	
  (Minor)

  
	
   

  	
   

  	
   

  	
  under
  Uniform Transfers to Minors Act

  
	
   

  	
   

  	
   

  	
  (State)

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

  	
   

  
							



 


 


For value received,                                    hereby
sell, assign and transfer unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE                                                 




 


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)




 


 


 


 


                                                                                                                                                                                                        Shares

of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint


 


                                                                                                                                                                                                     Attorney

to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
  20

  	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE:

  	
  THE SIGNATURE TO THIS ASSIGNMENT

  MUST CORRESPOND WITH THE NAME

  AS WRITTEN UPON THE FACE OF THE

  CERTIFICATE, IN EVERY PARTICULAR,

  WITHOUT ALTERATION OR

  ENLARGEMENT, OR ANY CHANGE

  WHATEVER.

  
									



 


	
  Signature(s) Guaranteed:

  
	
   

  
	
  BY:

  	
   

  	
   

  



 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE

GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan

Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED

SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO

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


 


SECURITY INSTRUCTIONS


 


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