EXHIBIT (10)H(v)


 


AMENDMENT NO. 4


 


TO THE


 


ECOLAB EXECUTIVE DEATH BENEFITS
PLAN

(As Amended and Restated Effective March 1, 1994)


 


Pursuant to Section 1.3 of the Ecolab Executive Death Benefits
Plan (As Amended and Restated Effective March 1, 1994) and as subsequently
amended (the “Plan”) and Section 5.1 of the Ecolab Inc. Administrative
Document for Non-Qualified Benefit Plans (the “Administrative Document”), which
is incorporated into the Plan by reference, Ecolab Inc. (the “Company”) hereby
amends the Plan as set forth below, effective as of January 1, 2005.  Words and phrases used herein with initial
capital letters which are defined in the Plan or the Administrative Document
are used herein as so defined.


 


1.             Article I of the Plan is hereby amended by adding,
immediately after Section 1.3 thereof, a new Section 1.4 to read as
follows:


 


Section 1.4             Code Section 409A.  To the extent
that any benefits provided under the Plan constitute “deferred compensation”
within the meaning of Section 409A of the Internal Revenue Code and any
guidance issued thereunder (the “409A Guidance”), the Plan is intended to
comply with the provisions of the 409A Guidance so as to prevent the inclusion
in gross income of any amount payable to an Executive or his Death Beneficiary
hereunder in a taxable year that is prior to the taxable year or years in which
such amounts would otherwise be actually distributed or made available to the
Executive or his Death Beneficiary.  All
Plan provisions shall be interpreted in a manner consistent with 409A
Guidance.  Notwithstanding the foregoing,
neither the Company nor the Administrator guarantee any tax consequences of any
Executive’s or Death Beneficiary’s participation in or entitlement to or
receipt of payments from, the Plan, and each Executive or his Death Beneficiary
shall be solely responsible for payment of any tax obligations of such
individual incurred in connection with participation in the Plan.


 


2.             Section 3.2(2)(b) of the Plan
is hereby amended by adding a new sentence to the end thereof to read as
follows:


 


If the Executive
surrenders, terminates or takes a distribution, a withdrawal or a loan under
such insurance contract, neither the Executive nor any Death Beneficiary of the
Executive shall thereafter be entitled to any Executive Death Benefit under the
Plan.


 


3.             Section 3.2(2)(c) of the Plan
is hereby amended by adding a new sentence to the end thereof to read as
follows:


 

















 


Payment of any “gross-up”
amount to an Executive’s Death Beneficiary shall be made by the end of the Death
Beneficiary’s taxable year next following the taxable year in which he remits
the related taxes.


 


4.             Section 3.3(2)(b) of the Plan
is hereby amended by adding a new sentence to the end thereof to read as
follows:


 


If the Executive
surrenders, terminates or takes a distribution, a withdrawal or a loan under
such the insurance contract, neither the Executive nor any Death Beneficiary of
the Executive shall thereafter be entitled to any Executive Death Benefit under
the Plan.


 


5.             The Plan is hereby amended by adding a
new Article VI, immediately after Article V thereof, to read as
follows:


 


ARTICLE VI

FUNDING OF EXECUTIVE DEATH BENEFITS


 


Section 6.1             Applicability.  The
provisions of the Article VI shall apply to any Executive who is covered
by a MetLife Executive Benefit Universal Life Insurance policy (“EBUL Policy”)
procured by the Company to fund its obligation under the Plan pursuant to Section 3.2(2)(b) and
3.3(2)(b).  Nothing in the Plan shall be
interpreted to require the Company to maintain existing or procure any new
policies underwritten by Metropolitan Life Insurance Company or any other
insurance underwriter.  The Company may,
at any time and without the consent of any Executive, modify the terms of or
discontinue any arrangement pursuant to which the Company funds its obligations
under the Plan through life insurance contracts, except as provided in Article V.


 


Section 6.2             Specified Face Amount.  A EBUL Policy
covering an Executive has the face amount determined pursuant to Section 3.2(2)(a),
which upon the Executive’s Retirement is reduced to the amount specified in Section 3.3(2)(a) (unless
the Executive pays an additional premium to obtain a higher face amount of the
policy, subject to MetLife’s underwriting requirements).  Each EBUL Policy is subject to and governed
by the terms and conditions stated therein.


 


Section 6.3             Payment of Premiums.  The Company
will pay premiums due with respect to an Executive’s EBUL Policy annually over
a period beginning with the year in which the Executive become a participant in
the Plan and ending on the later of the year in which the Executive attains age
65 or the year containing the fifteenth (15th)
anniversary of the Executive’s 


 


2

















 


participation in the Plan
(the “Funding Period”).  Premiums will be
paid by the payment due date in accordance with the terms of the EBUL Policy,
but in no event later than the last day of the year following the year in which
the premium expense was incurred.


 


Section 6.4             Premium Amount.  The amount of
the premium paid by the Company each year of the Funding Period shall be equal
to the amount that, if paid annually for the remainder of the Funding Period,
will be sufficient, based on MetLife’s then current credited interest rate and
the Executive’s cost-of-insurance to (1) support the pre-retirement and
post-retirement Executive Death Benefit to which the Executive is entitled
under the Plan and (2) build up sufficient cash value in the EBUL Policy
to endow the post-retirement face value of the policy at the Executive’s age
95.  At the end of the Funding Period,
the Company will have no further obligation to pay premiums on the EBUL Policy
and the Company’s obligations to pay the Executive Death Benefit to the
Executive’s Death Beneficiary shall be deemed satisfied in full.


 


Section 6.5             Policy Surrender.  If at any
time before the Executive Death Benefit is paid under the EBUL Policy upon the
Executive’s death, the Executive surrenders, terminates or takes a
distribution, a withdrawal or a loan under the EBUL Policy, neither the
Executive nor his Death Beneficiaries shall be entitled to any further
Executive Death Benefits under the Plan.


 


6.             In all other respects the Plan remains
unchanged.


 


IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its authorized officers and its corporate seal affixed, this 19th day of
December, 2008.


 


 


	
   

  	
   

  	
  ECOLAB INC.  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/Steven L. Fritze

  
	
  (Seal)

  	
   

  	
  By: 

  	
  Steven L. Fritze

  
	
   

  	
   

  	
  Title: 

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/Lawrence T. Bell

  	
   

  	
   

  
	
  By: 

  	
  Lawrence
  T. Bell

  	
   

  	
   

  
	
  Title:
  

  	
  General
  Counsel and Secretary

  	
   

  	
   

  



 


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