Exhibit 4A


 


AMENDMENT TO RIGHTS AGREEMENT


 


This Amendment (the “Amendment”), dated and effective
as of December 6, 2004 and executed among Ecolab Inc., (the “Company”), Equiserve
Trust Company, N.A. (“Equiserve”) and Computershare Investor Services, LLC (“Computershare”),
hereby amends the Rights Agreement originally between the Company and First
Chicago Trust Company of New York dated as of February 24, 1996 (the “Rights
Agreement”).


 


W
I T N E S S E T H


 


WHEREAS,
the Company and First Chicago Trust Company of New York previously entered into
the Rights Agreement, pursuant to which First Chicago was appointed to serve as
the Rights Agent; and


 


WHEREAS,
Equiserve was appointed as successor Rights Agent pursuant to the amendment effective
on November 5, 2001; and


 


WHEREAS, Equiserve desires to
resign as Rights Agent and the Company desires to accept such resignation and
appoint Computershare as successor Rights Agent under the Rights Agreement, and


 


WHEREAS,
in connection with the resignation of Equiserve as Rights Agent and the
appointment of Computershare as successor Rights Agent, the Company, Equiserve
and Computershare desire to amend the Rights Agreement in certain respects.


 


NOW,
THEREFORE, in consideration of the promises and the mutual
agreements herein set forth, the parties agree as follows:


 


Section 1.
 Resignation
of Rights Agent.  Equiserve hereby
resigns as Rights Agent under the Rights Agreement and the Company hereby
accepts Equiserve’s resignation.


 


Section 2.  Appointment of the Successor Rights Agent.  The Company hereby appoints Computershare as
successor Rights Agent under the Rights Agreement and Computershare hereby
accepts such appointment.


 


Section 3.  Amendment of Rights Agreement.  The Rights Agreement shall be further amended
as follows:


 


(a)                                  “Computershare
Investor Services, LLC” shall be substituted throughout the Rights Agreement,
Exhibits and other attachments for “Equiserve Trust Company, N.A.” including
substituting all abbreviations therefore.


 


(b)                                 Section 21
of the Rights Agreement is hereby amended to read in its entirety as follows:


 





















 


Section 21.  Change
of Rights Agent.  The Rights Agent or any successor Rights
Agent may resign and be discharged from its duties under this Agreement upon
thirty (30) days’ notice in writing mailed to the Company, and to each transfer
agent of the Common Stock and Preferred Stock, by registered or certified mail,
and to the holders of the Rights Certificates by first-class mail. The Company
may remove the Rights Agent or any successor Rights Agent upon thirty (30) days’
notice in writing, mailed to the Rights Agent or successor Rights Agent, as the
case may be, and to each transfer agent of the Common Stock and Preferred
Stock, by registered or certified mail, and to the holders of the Rights Certificates
by first-class mail. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor to
the Rights Agent. If the Company shall fail to make such appointment within a
period of thirty (30) days after giving notice of such removal or after it has
been notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of a Rights Certificate (who shall,
with such notice, submit his Rights Certificate for inspection by the Company),
then any registered holder of any Rights Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any successor
Rights Agent, whether appointed by the Company or by such a court, shall be a
corporation, trust company, or limited liability company organized and doing
business under the laws of the United States or of any state of the United
States, in good standing, which is authorized under such laws to exercise
corporate trust or stock transfer powers and is subject to supervision or
examination by federal or state authority.


 


After appointment, the successor Rights Agent shall be vested with the
same powers, rights, duties and responsibilities as if it had been originally
named as Rights Agent without further act or deed; but the predecessor Rights
Agent shall deliver and transfer to the successor Rights Agent any property at
the time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Not later than the effective
date of any such appointment, the Company shall file notice thereof in writing
with the predecessor Rights Agent and each transfer agent of the Common Stock
and the Preferred Stock, and mail a notice thereof in writing to the registered
holders of the Rights Certificates. Failure to give any notice provided for in
this Section 21, however, or any defect therein, shall not affect the
legality or validity of the resignation or removal of the Rights Agent or the
appointment of the successor Rights Agent, as the case may be.


 


(c)                                  Section 26
of the Rights Agreement is hereby amended by deleting the address for notice or
demand to be given to the Rights Agent by the Company and substituting in lieu
therefor the following:


 


2





















 


Computershare
Investor Services, LLC


2
North LaSalle Street


Chicago,
Illinois 60602


Attention:  Relationship Manager


 


with a
copy to:


 


Computershare
Investor Services, LLC


2
North LaSalle Street


Chicago,
Illinois 60602


Attention:  Director of Relationship Management


 


Section 5. 
Continued Effectiveness. The parties hereto hereby acknowledge
and agree that, except as specifically supplemented and amended, changed or
modified hereby, the Rights Agreement, as previously amended to the date
hereof, shall remain in full force and effect in accordance with its terms.


 


Section 6. 
Execution in Counterparts. 
This Amendment may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute one and the same instrument.


 


Section 7.  Terms. 
Except as otherwise expressly provided herein, or unless the context
otherwise requires, all terms used herein have the meanings assigned to them in
the Rights Agreement.


 


[Signature Page Follows]


 


3





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and effective as of the day and year above written.


 


 


	
   

  	
  ECOLAB INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/Lawrence T. Bell

  
	
   

  	
   

  	
    Lawrence T. Bell

  
	
   

  	
  Its

  	
    Senior Vice President, General Counsel

    and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EQUISERVE TRUST
  COMPANY, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/Thomas Tighe

  
	
   

  	
   

  	
    Thomas Tighe

  
	
   

  	
  Its

  	
    Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPUTERSHARE
  INVESTOR

  SERVICES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/Cynthia Nisley

  
	
   

  	
   

  	
    Cynthia Nisley

  
	
   

  	
  Its

  	
    Director of Relationship Management

  
				



 


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