Exhibit 10.A(i)b


 


	
  

  	
   

  	
  LIMITED LIABILITY PARTNERSHIP

  



 


EXECUTION COPY


 


10 JUNE 2003


 


 


ECOLAB INC.


 


as Issuer


 


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

  
	
   

  	
   

  
	
  1.

  	
  Interpretation

  
	
   

  	
   

  
	
  2.

  	
  Appointments

  
	
   

  	
   

  
	
  3.

  	
  Issue Of Notes

  
	
   

  	
   

  
	
  4.

  	
  Payment

  
	
   

  	
   

  
	
  5.

  	
  Cancellation, Destruction,
  Records And Custody

  
	
   

  	
   

  
	
  6.

  	
  Fees And Expenses

  
	
   

  	
   

  
	
  7.

  	
  Indemnity

  
	
   

  	
   

  
	
  8.

  	
  No Liability For
  Consequential Loss

  
	
   

  	
   

  
	
  9.

  	
  Agents Of The Issuer

  
	
   

  	
   

  
	
  10.

  	
  General

  
	
   

  	
   

  
	
  11.

  	
  Changes In Agent

  
	
   

  	
   

  
	
  12.

  	
  Agent As Holders Of Notes

  
	
   

  	
   

  
	
  13.

  	
  Notices

  
	
   

  	
   

  
	
  14.

  	
  Law And Jurisdiction

  
	
   

  	
   

  
	
  15.

  	
  Rights Of Third Parties

  
	
   

  	
   

  
	
  16.

  	
  Modification

  
	
   

  	
   

  
	
  17.

  	
  Counterparts

  
	
   

  
	
  SCHEDULE 

  	
  Forms Of Note

  
			



 


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THIS AGREEMENT is made on 10 June 2003


 


BETWEEN


 


(1)           ECOLAB INC. (the “Issuer”); and


 


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


 


WHEREAS


 


(A)          Pursuant
to, and subject to the terms and conditions of, a dealer agreement of even date
herewith between the Issuer, the Arranger referred to therein and the dealers
from time to time party thereto (together, the “Dealers” and each, a “Dealer”)
(such agreement as amended or supplemented from time to time herein being referred
to as the “Dealer Agreement”) the Issuer may from time to time issue
Notes (as defined below).


 


(B)           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


 


(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 Issuer and 


 


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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 Issuer 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 the Issuer from time to time pursuant to this Agreement;


 


“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 the
Issuer purchased or to be purchased 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
Issuer and the Agent and, unless the context otherwise requires, includes the
commercial paper notes represented by the Global Notes;


 


“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.


 


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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 Issuer hereby appoints 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, 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 Issuer and the Agent from time to time and shall be duly executed
either manually or in facsimile on behalf of the Issuer and authenticated by an
authorised signatory or signatories of the Agent.  The 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 Issuer shall give to the Agent by fax or telex or through the
CitiTreasury Manager 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:


 


3.2.1        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 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.


 


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3.3           If any such Notes as are mentioned in Clause 3.2 are not to be issued
on any issue date, the 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 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 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
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.


 


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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 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 Issuer to the relevant account notified by the 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 Issuer.


 


3.7           If the Agent pays an amount (the “Advance”) to the 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 Issuer, the Agent shall promptly inform the relevant
Dealer and request that Dealer to make good the Payment, failing which the
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 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.


 


3.9           The 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         The
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
Issuer 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
Issuer 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 Issuer will notify the Agent two business days prior to the new issue.


 


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4.             PAYMENT


 


4.1           The Issuer undertakes in respect of each Note issued by the 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 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 Issuer not less than 21 days prior
notice in writing of such requirement.


 


4.2           The 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 Issuer and the Agent), send to the Agent irrevocable confirmation
that payment will be made and the details of the bank through which the Issuer
is to make the payment due pursuant to this Clause 4.2.


 


4.3           The 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 the Issuer under
Clause 4.4, the 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).


 


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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 Issuer otherwise directs, destroy the cancelled Notes, and as soon as
reasonably practicable after each maturity date, furnish at the request of the
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
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           The 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.


 


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


 


6.             FEES AND EXPENSES


 


6.1           The Issuer 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 the Issuer, at the time and in accordance with the
manner stated therein.


 


6.2           The Issuer 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           The Issuer 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.


 


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7.             INDEMNITY


 


7.1           The Issuer 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 the Issuer on demand
by the Issuer against any losses, liabilities, costs, expenses, claims, actions
or demands which the Issuer may incur or which may be made against the 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 the Issuer, nor the Issuer 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 ISSUER


 


9.1           In acting hereunder and in connection with the Notes, the Agent shall act
solely as agent of the Issuer and will not thereby assume any obligations
towards or relationship of agency or trust for any holders of Notes, including
as a custodian, 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 Issuer notwithstanding its appointments as issue agent and paying
agent hereunder.


 


10.           GENERAL


 


10.1         Prior
to the first issue of the Notes, the 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.


 


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10.3         Except
as ordered by a court of competent jurisdiction or as required by law, and
notwithstanding any notice to the contrary, the Issuer 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 Issuer,
and the Issuer 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 Issuer.


 


11.2         The
Issuer agrees with the Agent that if, by the day falling 10 days before the
expiry of any notice under Clause 11.1, the Issuer has not appointed a
replacement Agent, then the Agent shall be entitled, on behalf of the Issuer,
to appoint in its place any reputable financial institution of good standing
(subject to the proviso in Clause 12 below) and the Issuer 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 


 


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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         The
Issuer 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         The
Issuer irrevocably waives 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         The
Issuer agrees 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 the Issuer’s behalf, the Issuer shall, on the written demand of the
Agent, appoint a further person in England to accept service of process on its
behalf and, failing such appointment within 15 days, the Agent shall be
entitled to appoint such a person by written notice to the Issuer.  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.


 


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.


 


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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.


 


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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)


 


	
  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)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fixed Interest Rate:(3)
                               %per
  annum

  	
   

  	
  Margin:(4)
                                                                     %

  
	
   

  	
   

  	
   

  
	
  Calculation Agent:(5) 

  	
   

  	
  Interest Payment Dates:(6) 

  
	
  (Interest)

  	
   

  	
   

  



 


1.             For
value received, ECOLAB INC. (the “Issuer”) promises to pay to the bearer of
this Global Note on the above-mentioned Maturity Date:


 












(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
floating rate interest bearing Notes only.


(6)   Complete for
interest bearing Notes.


 


14

















 


(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 a note agency agreement dated 10 June 2003 between 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.
If, as was agreed by the EU Council of Economic and Finance Ministers on 21
January 2003, the new directive on the taxation of savings income is
implemented, the Issuer will ensure that it maintains an issue and paying agent
in a member state of the European Union that will not be obliged to withhold or
deduct tax pursuant to such directive or any law implementing or complying
with, or introduced to conform to, such directive (if such a member state of
the European Union exists.  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.


 


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:


 


15

















 


(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 any European Union directive on the taxation of
savings (as was agreed by the EU Council of Economic and Finance Ministers on
21 January 2003) 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.


 


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


 


16

















 


“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.


 


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.


 


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 10
June 2003, entered into by the Issuer).


 


9.             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; and


 


(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.


 


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


 


17

















 


(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.


 


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


 


(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”); 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.


 


18

















 


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 11(b), and (B) in any other case, the rate
which is determined in accordance with the provisions of paragraph 11(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 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 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 called an “Interest
Period” for the purposes of this paragraph 11; 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).


 


12.           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;


 


19

















 


(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


 


(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.


 


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


 


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


 


15.


 


(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 


 


20

















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.


 


16.           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.

  
	
  without recourse, warranty or liability and for

  authentication purposes only

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  (Authorised Signatory)

  	
   

  	
   

  	
  (Authorised Signatory)

  	
   

  



 


21

















 


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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


22

















 


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.

  
			



 


 


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.


 


23

















 


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.


 


ECOLAB INC.

(incorporated
under the laws of the State of Delaware)


 


	
  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)   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
floating rate interest bearing Notes only.


 


24

















 


1.             For
value received, ECOLAB INC. (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.


 


All such payments shall be made in
accordance with a note agency agreement dated 10 June 2003 between 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. If, as was agreed by the EU Council of Economic and Finance Ministers on
21 January 2003, the new directive on the taxation of savings income is
implemented, the Issuer will ensure that it maintains an issue and paying agent
in a member state of the European Union that will not be obliged to withhold or
deduct tax pursuant to such directive or any law implementing or complying
with, or introduced to conform to, such directive (if such a member state of
the European Union exists).  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:


 


25

















 


(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 any European Union directive on the taxation of
savings (as was agreed by the EU Council of Economic and Finance Ministers on
21 January 2003) 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


 


(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


 


26

















 


“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.


 


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.             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;
and


 


(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.


 


7.             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.


 


8.             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 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:


 


27

















 


“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 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 


 


28

















 


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 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 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).


 


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


 


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


 


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


 


12.


 


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


 


29

















 


(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.


 


13.           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.

  
	
  without recourse, warranty or liability and for

  authentication purposes only

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  (Authorised Signatory)

  	
   

  	
   

  	
  (Authorised Signatory)

  	
   

  



 


30

















 


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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


31

















 


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.

  
			



 


 


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.


 


32

















 


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.


 


£[500,000][1,000,000]


 


ECOLAB INC.

(incorporated
under the laws of the State of Delaware)


 


	
  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)   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.


 


33

















 


1.             For
value received, ECOLAB INC. (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 on the reverse of this Note.


 


All such payments shall be made in
accordance with a note agency agreement dated 10 June 2003 between 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.  If, as was agreed by
the EU Council of Economic and Finance Ministers on 21 January 2003, the new
directive on the taxation of savings income is implemented, the Issuer will
ensure that it maintains an issue and paying agent in a member state of the
European Union that will not be obliged to withhold or deduct tax pursuant to such
directive or any law implementing or complying with, or introduced to conform
to, such directive (if such a member state of the European Union exists).  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


 


34

















 


(b)           where
such deduction or withholding is imposed on a payment to an individual and is
required to be made pursuant to any European Union directive on the taxation of
savings (as was agreed by the EU Council of Economic and Finance Ministers on
21 January 2003) 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


 


(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.


 


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


 


35

















 


(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.


 


9.             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.

  
	
  without recourse, warranty or liability and for

  authentication purposes only

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  (Authorised Signatory)

  	
   

  	
   

  	
  (Authorised Signatory)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Authorised Signatory)

  	
   

  	
   

  	
   

  



 


36

















 


[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; and


 


(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.


 


(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;


 


(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 


 


37

















 


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 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 called an “Interest
Period” for the purposes of this paragraph (C).


 


38

















 


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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


39

















 


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.

  
			



 


 


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.


 


40

















 


SIGNATURE PAGES


 


	
  The Issuer

  
	
   

  
	
  ECOLAB INC.

  
	
   

  	
   

  
	
  By:

  	
  /s/Mark D. Vangsgard

  	
   

  
	
   

  	
   

  
	
   

  	
  Mark D. Vangsgard

  
	
   

  	
   

  
	
  Address:

  	
  370 North Wabasha Street

  
	
   

  	
  St. Paul

  
	
   

  	
  MN 55102-1390

  
	
   

  	
  U.S.A.

  
	
   

  	
   

  
	
  Telephone:

  	
  +1 651 293 2157

  
	
  Facsimile:

  	
  + 1 651 293 2379

  
	
  Attention:

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  The Agent

  
	
   

  	
   

  
	
  CITIBANK, N.A.

  
	
   

  	
   

  
	
  By:

  	
  /s/Marne Lidster

  	
   

  
	
   

  	
   

  
	
   

  	
  Marne Lidster

  
	
   

  	
   

  
	
  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

  
				



 


41