Exhibit
10.B


 


ECOLAB
MIRROR PENSION PLAN


(As
Amended and Restated Effective as of January 1, 2003)


 


WHEREAS, Ecolab Inc. (the “Company”) has established
the Ecolab Pension Plan (the “Pension Plan”), a qualified defined benefit
pension plan; and


 


WHEREAS, Sections 401(a)(17) and 415 of the Code place
certain limitations on the amount of benefits that would otherwise be made
available under the Pension Plan for certain participants; and


 


WHEREAS, the Company previously established the Ecolab
Mirror Pension Plan (the “Plan”) to provide the benefits which would otherwise
have been payable to such participants under the Pension Plan except for such
limitations, in consideration of services performed and to be performed by such
participants for the Company and certain related corporations.


 


NOW, THEREFORE, pursuant to Section 1.3 of the Plan
and Section 5.1 of the Ecolab Inc. Administrative Document for Non-Qualified
Benefit Plans, the Company hereby amends and restates the Plan in its entirety
to read as follows:


 


ARTICLE
I


PREFACE


 


SECTION 1.1.                                                  Effective
Date.  The effective date of this
Plan restatement is January 1, 2003, provided that the effective date of
Exhibit A shall be the date this restatement is executed.


 


SECTION 1.2.                                                  Purpose
of the Plan.  The purpose of this
Plan is to provide additional retirement benefits for certain management and
highly compensated employees of the Company who perform management and
professional functions for the Company and certain related entities.


 


SECTION 1.3.                                                  Administrative
Document.  This Plan includes the
Ecolab Inc.  Administrative Document for
Non-Qualified Benefit Plans (the “Administrative Document”), which is
incorporated herein by reference.


 


ARTICLE
II


DEFINITIONS


 


Words and phrases used herein with initial capital letters
which are defined in the Administrative Document or the Pension Plan are used
herein as so defined, unless otherwise specifically defined herein or the
context clearly indicates otherwise. The following words and phrases when used
in this Plan with initial capital letters shall have the following respective
meanings, unless the context clearly indicates otherwise:


 

















 


SECTION 2.1.                                                  “Actual
Pension Plan Benefit” shall mean the amount of the monthly benefit which
would be or is payable to the Executive under the Pension Plan calculated on a
single life annuity basis commencing at age 65.


 


SECTION 2.2.                                                  “Actuarial
Factors”  shall mean the actuarial assumptions set forth in Exhibit A
which is attached to and forms a part of this Plan.


 


SECTION 2.3.                                                  “Code
Limitations” shall mean the limitations imposed by Sections 401(a)(17) and
415 of the Code, or any successor(s) thereto, on the amount of the benefits
which may be payable to or with respect to an Executive from the Pension Plan.


 


SECTION 2.4.                                                  “Death
Beneficiary” shall mean the Beneficiary, from time to time, who is entitled
to receive part or all of a pension or other benefit payable with respect to
the Participant under the Pension Plan. If the Executive is married on the date
of his death and has been married to such spouse throughout the one-year period
ending on the date of his death, his designation of a Death Beneficiary other
than, or in addition to, his spouse under the Plan shall not be effective
unless such spouse has consented in writing to such designation.


 


SECTION 2.5.                                                  “Executive”
shall mean an Employee of an Employer (1) whose Annual Compensation from the
Employers exceeds the dollar limitation described in Section 401(a)(17) of the
Code for a Plan Year, (2) who is a Participant in the Pension Plan, and (3) who
is selected by the Administrator to participate in the Plan.


 


SECTION 2.6.                                                  “Mirror
Savings Plan” shall mean the Ecolab Mirror Savings Plan, as such plan may
be amended from time to time.


 


SECTION 2.7.                                                  “Mirror
Pension Benefit” shall mean the retirement benefit determined under Article
III.


 


SECTION 2.8.                                                  “Mirror
Pre-Retirement Pension Benefit” shall mean the pre-retirement benefit
determined under Article IV.


 


SECTION 2.9.                                                  “Plan”
shall mean this Ecolab Mirror Pension Plan, as it may be amended from time to
time.


 


ARTICLE III


MIRROR
PENSION BENEFITS


 


SECTION 3.1.                                                  Amount
of Mirror Pension Benefits.


 


(1)                                  In
General.  Each Executive whose
benefits under the Pension Plan payable on or after the Effective Date are
reduced due to (1) the Code Limitations, or (2) the Executive’s deferrals of
compensation under the Mirror Savings Plan, shall be entitled to a Mirror
Pension Benefit, which shall be determined as hereinafter provided.


 


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(2)                                  Standard
Mirror Pension Benefits.  The
Standard Mirror Pension Benefit shall be a monthly retirement benefit
calculated using the final average pay benefit formula specified in Article 4
of the Pension Plan equal to the difference between (a) and (b), where:


 


(a)  =            the
amount of the monthly benefit payable to the Executive under the Pension Plan
calculated on a single life annuity basis commencing at age 65, determined
under the Pension Plan as in effect on the date of the Executive’s termination
of employment with the Controlled Group but calculated as if (i) the Pension
Plan did not contain the Code Limitations, and (ii) the definition of Annual
Compensation under the Pension Plan included the Executive’s deferrals under
the Mirror Savings Plan or its predecessor plan; and


 


(b)  =                            the amount
of the Actual Pension Plan Benefit.


 


(3)                                  Cash
Balance Mirror Pension Benefits. 
The Administrator shall establish an “Excess Retirement Account” for
each Executive who is accruing benefits under the cash balance formula
described in Article 6 of the Pension Plan. 
As of the end of each calendar year (or at such other time as a
Contribution Credit is made to the Executive’s Retirement Account under the
Pension Plan), the Administrator shall credit each Executive’s Excess
Retirement Account under this Plan with an amount equal to the difference
between (a) and (b) where:


 


(a)  =                            the amount
that would have been credited to the Executive’s Retirement Account under the
Pension Plan if (i) the Pension Plan did not contain the Code Limitations, and
(ii) the definition of Annual Compensation under the Pension Plan included the
Executive’s deferrals under the Mirror Savings Plan; and


 


(b)  =                            the amount
which is actually credited to the Executive’s Retirement Account under the
Pension Plan.


 


The Administrator shall also credit each Executive’s Excess Retirement
Account with Interest Credits in accordance with the rules specified in the
Pension Plan.


 


SECTION 3.2.                                                  Time
of Payment.  An Executive’s Mirror
Pension Benefit shall be paid or commence to be paid at the same time and under
the same conditions as the benefits payable to the Executive under the Pension
Plan. Notwithstanding the foregoing, if payment at such time is prevented due
to reasons outside of the Administrator’s control, the Mirror Pension Benefits
shall commence as soon as practicable after the benefits commence under the
Pension Plan, and the first payment hereunder shall include any Mirror Pension
Benefits not made as a result of the delay in payment.


 


SECTION 3.3.                                                  Form
of Payment for Cash Balance Mirror Pension Benefits.  Notwithstanding any provision of the Plan to the contrary, a
Cash Balance Mirror Pension Benefit calculated in accordance with Section
3.1(3) shall automatically be paid to the 


 


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Participant in the form of a single lump sum payment
in an amount equal to the balance in the Participant’s Excess Retirement
Account on the date the payment is processed.


 


SECTION 3.4.                                                  Form
of Payment for Standard Mirror Pension Benefits.


 


(1)                                  In
General.  The provisions of this
Section 3.4 shall only apply to the payment of a Standard Mirror Pension
Benefit calculated in accordance with Section 3.1(2).  The Standard Mirror Pension Benefit shall be payable in the same
form and for the same duration as the benefits payable to the Executive under
the Pension Plan; provided, however, that if the form of payment of the
Standard Mirror Pension Benefit selected by the Participant is not a single
life annuity commencing at age 65, the amount of such Benefit shall be adjusted
to an amount which results in a Benefit payable which is the Actuarial
Equivalent of a single life annuity commencing at age 65. An election by an
Executive of a form of benefit under the Pension Plan shall be deemed to be an
election by such Executive of the form of his Standard Mirror Pension
Benefit.  In the absence of an election
by the Executive of the form of his Standard Mirror Pension Benefit under the
Pension Plan, the form of Standard Mirror Pension Benefit for an unmarried
Executive shall be a single life annuity commencing at age 65, and for a
married Executive shall be a joint and 50% survivor benefit which is the
Actuarial Equivalent of such single life annuity.


 


(2)                                  Lump
Sum Election.


 


(a)                                                        Notwithstanding
the foregoing, an Executive may elect to receive the Standard Mirror Pension
Benefit or to have his Death Beneficiary receive a Standard Mirror
Pre-Retirement Pension Benefit in the form of a single lump sum payment by
filing a notice in writing on a form provided by the Administrator, signed by
the Executive and filed with the Administrator prior to the Executive’s
termination of employment with the Controlled Group because of involuntary
termination, death or Disability, or at least one (1) year prior to the
Executive’s voluntary retirement or termination of employment. Any such
election may be changed at any time and from time to time without the consent
of any existing Death Beneficiary or any other person other than, if
applicable, his or her spouse, by filing a later signed written election with
the Administrator; provided that any election made less than one (1) year prior
to the Executive’s voluntary retirement or termination of employment shall not
be valid. An Executive’s election of a lump sum payment under this Subsection
shall be controlling with respect to any payment of Standard Mirror
Pre-Retirement Pension Benefits to his Death Beneficiary. Notwithstanding the
foregoing, an Executive shall be permitted to make an election to receive his
Standard Mirror Pension Benefit in the form of a lump sum payment within the
one (1) year period prior to his voluntary termination if (and only if) the
amount of the Standard Mirror Pension Benefit payable to the Executive is
reduced by ten percent (10%).


 


(b)                                                       The
lump sum payment described in paragraph (a) of this Subsection shall be
calculated (i) by converting the Executive’s Standard Mirror 


 


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Pension Benefit
(calculated in accordance with the provisions of Section 3.1(2)) at the time of
the commencement of such Benefit into a lump sum amount of equivalent actuarial
value when computed using the Actuarial Factors for this purpose, and then
applying the ten percent (10%) reduction, if applicable, or (ii) by converting
the Death Beneficiary’s Standard Mirror Pre-Retirement Pension Benefit
(calculated in accordance with the provisions of Section 4.2(2)) at the time of
the commencement of such Benefit into a lump sum amount of equivalent actuarial
value when computed using the Actuarial Factors for this purpose, and then
applying the ten percent (10%) reduction, if applicable.


 


(c)                                                        Notwithstanding
any provision of this Plan to the contrary, in the event the equivalent
actuarial value of the Executive’s Standard Mirror Pension Benefit, when
computed using the Actuarial Factors specified in Exhibit A for this purpose,
does not exceed $25,000, such Benefit shall be paid in the form of a single
lump sum payment.


 


ARTICLE IV


MIRROR
PRE-RETIREMENT PENSION BENEFIT


 


SECTION 4.1.                                                  Eligibility.  The Death Beneficiary of an Executive who
dies after attaining eligibility for a pre-retirement death benefit under the
Pension Plan, but prior to commencing to receive Mirror Pension Benefits
hereunder shall be entitled to receive the Mirror Pre-Retirement Pension
Benefits described in Section 4.2 in lieu of any other benefits described in
the Plan.


 


SECTION 4.2.                                                  Amount,
Form and Timing of Mirror Pre-Retirement Benefits.


 


(1)                                  Cash
Balance Mirror Pre-Retirement Death Benefits.  A Death Beneficiary who is eligible for a Cash Balance Mirror
Pre-Retirement Pension Benefit shall receive a Cash Balance Mirror
Pre-Retirement Pension Benefit, payable at the same time as the pre-retirement
death benefits and (if applicable) the optional death benefits described in the
Pension Plan, as determined by the Administrator.  The Cash Balance Mirror Pre-Retirement Pension Benefit shall
automatically be paid in the form of a lump sum payment in an amount equal to
the balance in the Participant’s Excess Retirement Account on the date the
payment is processed.


 


(2)                                  Standard
Mirror Pre-Retirement Death Benefits. 
A Death Beneficiary who is eligible for a Standard Mirror Pre-Retirement
Benefit shall receive a Standard Mirror Pre-Retirement Benefit based on the Executive’s
Standard Mirror Pension Benefit hereunder. The Standard Mirror Pre-Retirement
Benefit shall be calculated in accordance with, and payable at the same time
and (except as provided in Section 3.4(2)) in the same manner as, the
pre-retirement death benefits and (if applicable) the optional death benefits
described in the Pension Plan, as determined by the Administrator.


 


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ARTICLE V


VESTING


 


SECTION 5.1.                                                  Vesting.


 


(1)                                  In
General. Except as provided in Subsection (2) and (3) of this Section, an
Executive or Death Beneficiary shall become vested in the Mirror Pension Plan
Benefits in accordance with the vesting provisions of the Pension Plan.


 


(2)                                  Forfeiture
Provision.


 


(a) 
Notwithstanding the provisions of Subsection (1) hereof, but subject to
the requirements of clause (b) of this Subsection, the Employers shall be
relieved of any obligation to pay or provide any future Mirror Pension Benefits
and Mirror Pre-Retirement Pension Benefits under this Plan and shall be
entitled to recover amounts already distributed if, without the written consent
of the Company, the Executive, whether before or after termination with the
Controlled Group (i) participates in dishonesty , fraud, misrepresentation,
embezzlement or deliberate injury or attempted injury, in each case related to
the Company or a Controlled Group member, (ii) commits any unlawful or criminal
activity of a serious nature, (iii) commits any intentional and deliberate
breach of a duty or duties that, individually or in the aggregate, are material
in relation to the Executive’s overall duties or (iv) materially breaches any
confidentiality or non-compete agreement entered into with the Company or a
Controlled Group member.  The Employers
shall have the burden of proving that one of the foregoing events have
occurred.


 


(b) 
Notwithstanding the foregoing, an Executive shall not forfeit any
portion of his Mirror Pension Benefits or Mirror Pre-Retirement Pension
Benefits under clause (a) of this Subsection unless (i) the Executive receives
reasonable notice in writing setting forth the grounds for the forfeiture, (ii)
if requested by the Executive, the Executive (and/or the Executive’s counsel or
other representative) is granted a hearing before the full Board of Directors
of the Company (the “Board”) and (iii) a majority of the members of the full
Board determine that the Executive violated one or more of the provisions of
clause (a) of this Subsection.


 


(3)                                  Acceleration
of Vesting.   Notwithstanding the
provisions of Subsection (1) hereof, the Mirror Pension Benefits of the
Executives (a) who are employed by the Controlled Group on the date of a Change
in Control or (b) whose employment with the Company was terminated prior to a
Change in Control but the Executive reasonably demonstrates that the
termination occurred at the request of a third party who has taken steps
reasonably calculated to effect the Change in Control, shall become immediately
100% vested upon the occurrence of such Change in Control.


 


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ARTICLE VI


AMENDMENT
AND TERMINATION


 


SECTION 6.1.                                                  Effect
of Amendment and Termination.  No
amendment or termination of the Plan shall, without the consent of the
Executive (or, in the case of his death, his Death Beneficiary), adversely
affect the vested Mirror Pension Benefit or vested Mirror Pre-Retirement
Pension Benefit under the Plan of any Executive or Death Beneficiary as such
Benefit exists on the date of such amendment or termination.


 


SECTION 6.2.                                                  Limitation
on Payments and Benefits. 
Notwithstanding any provision of this Plan to the contrary, if any
amount or benefit to be paid or provided under this Plan or any other plan or
agreement between the Executive and a Controlled Group member would be an “Excess
Parachute Payment,” within the meaning of Section 280G of the Code, or any
successor provision thereto, but for the application of this sentence, then the
payments and benefits to be paid or provided under this Plan shall be reduced
to the minimum extent necessary (but in no event to less than zero) so that no
portion of any such payment or benefit, as so reduced, constitutes an Excess
Parachute Payment; provided, however, that the foregoing reduction shall be
made only if and to the extent that such reduction would result in an
increase in the aggregate payment and benefits to be provided to the Executive,
determined on an after-tax basis (taking into account the excise tax imposed
pursuant to Section 4999 of the Code, or any successor provision thereto, any
tax imposed by any comparable provision of state law, and any applicable
federal, state and local income taxes). 
If requested by the Executive or the Company, the determination of
whether any reduction in such payments or benefits to be provided under this
Plan or otherwise is required pursuant to the preceding sentence shall be made
by the Company’s independent accountants, at the expense of the Company, and
the determination of the Company’s independent accountants shall be final and
binding on all persons.   The fact that
the Executive’s right to payments or benefits may be reduced by reason of the
limitations contained in this Section 6.2 shall not of itself limit or
otherwise affect any other rights of the Executive pursuant to this Plan.  In the event that any payment or benefit
intended to be provided under this Plan or otherwise is required to be reduced
pursuant to this Section, the Executive (in his sole discretion) shall be
entitled to designate the payments and/or benefits to be so reduced in order to
give effect to this Section.  The
Company shall provide the Executive with all information reasonably requested
by the Executive to permit the Executive to make such designation.  In the event that the Executive fails to
make such designation within ten (10) business days of receiving such
information, the Company may effect such reduction in any manner it deems
appropriate.


 


SECTION 6.3.                                                  Establishment
of Trust Fund.


 


(1)                                  In
General.  The Plan is intended to be
an unfunded, non-qualified retirement plan. 
However, the Company may enter into a trust agreement with a trustee to
establish a trust fund (the “Trust Fund”) and to transfer assets thereto (or
cause assets to be transferred thereto), subject to the claims of the creditors
of the Employers, pursuant to which some or all of the Mirror Pension Benefits
and Mirror Pre-Retirement Pension


 


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Benefits shall be paid. 
Payments from the Trust Fund shall discharge the Employers’ obligation
to make payments under the Plan to the extent that Trust Fund assets are used
to satisfy such obligations.


 


(2)  Upon a
Change in Control.


 


(a)  Within
thirty (30) business days of the occurrence of a Change in Control, to the
extent it has not already done so, the Company shall be required to establish
an irrevocable Trust Fund for the purpose of paying Mirror Pension Benefits and
Mirror Pre-Retirement Pension Benefits. 
Except as described in the following sentence, all contributions to the
Trust Fund shall be irrevocable and the Company shall not have the right to
direct the trustee to return to the Employers, or divert to others, any of the
assets of the Trust Fund until after satisfaction of all liabilities to all of
the Executives and their Death Beneficiaries under the Plan.  Any assets deposited in the Trust Fund shall
be subject to the claims of the creditors of the Employers and any excess
assets remaining in the Trust Fund after satisfaction of all liabilities shall
revert to the Company.


 


(b)                                 In
addition to the requirements described in Subsection (a) above, the Trust Fund
which becomes effective on the Change in Control shall be subject to the
following additional requirements:


 


(i)                                     the
Trustee of the Trust Fund shall be a third party corporate or institutional
trustee;


 


(ii)                                  the
Trust Fund shall satisfy the requirements of a grantor trust under the Code;
and


 


(iii)                               the Trust Fund shall
automatically terminate (A) in the event that it is determined by a final
decision of the United States Department of Labor (or, if an appeal is taken
therefrom, by a court of competent jurisdiction) that by reason of the creation
of, and a transfer of assets to, the Trust, the Trust is considered “funded”
for purposes of Title I of ERISA or (B) in the event that it is determined by a
final decision of the Internal Revenue Service (or, if an appeal is taken
therefrom, by a court of competent jurisdiction) that (I) a transfer of assets
to the Trust is considered a transfer of property for purposes of Code Section
83 or any successor provision thereto, or (II) pursuant to Code Section 451 or
any successor provision thereto, amounts are includable as compensation in the
gross income of a Trust Fund beneficiary in a taxable year that is prior to the
taxable year or years in which such amounts would otherwise actually be
distributed or made available to such beneficiary by the trustee.  Upon such a termination of the Trust, all of
the assets in the Trust Fund attributable to the accrued Mirror Pension
Benefits and Mirror Pre-Retirement Pension Benefits shall be immediately
distributed to the Executives and the remaining assets, if any, shall revert
back to the Company.


 


(c)                                  Within
five (5) days following establishment of the Trust Fund, the Company shall
transfer (or cause the Employers to transfer) to the trustee of such Trust Fund
an amount equal to the equivalent actuarial present value of the Mirror Pension



 


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Benefits and Mirror Pre-Retirement Pension Benefits which have been accrued
as of the date of the Change in Control on behalf of all of the Executives
under the Plan (using the Actuarial Factors specified in Exhibit A for this
purpose).


 


(d)  In January
of each year following a funding of the Trust Fund pursuant to clause (b)
above, the Company shall cause to be deposited in the Trust Fund such
additional amount (if any) by which the aggregate equivalent actuarial present
value (determined using the Actuarial Factors specified in Exhibit A) of the
sum of the Mirror Pension Benefits and Mirror Pre-Retirement Pension Benefits
for all Executives under the Plan as of December 31 of the preceding year
exceeds the fair market value of the assets of the Trust Fund as of such date.


 


(e) 
Notwithstanding the foregoing, an Employer shall not be required to make
any contributions to the Trust Fund if the Employer is insolvent at the time
such contribution is required.


 


(f)  The
Administrator shall notify the trustee of the amount of Mirror Pension Benefits
and Mirror Pre-Retirement Pension Benefits to be paid to or on behalf of the
Executive from the Trust Fund and shall assist the trustee in making
distribution thereof in accordance with the terms of the Plan.


 


(g) 
Notwithstanding any provision of the Plan or the Administrative Document
to the contrary, the provision of this Section 6.3(2) hereof (i) may not be
amended following a Change in Control and (ii) prior to a Change in Control may
only be amended (A) with the written consent of each of the Executives or (B)
if the effective date of such Amendment is at least two years following the
date the Executives were given written notice of the adoption of such
amendment.


 


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IN WITNESS WHEREOF, Ecolab Inc. has executed this
Mirror Pension Plan and has caused its corporate seal to be affixed this 1 day
of May, 2003.


 


	
   

  	
  ECOLAB INC.

  
	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven L. Fritze

  	
   

  
	
   

  	
  Steven L. Fritze

  
	
   

  	
  Senior Vice President and

  Chief Financial Officer

  



 


 


(Seal)


 


 


Attest:


 


 


	
  /s/ Lawrence T. Bell

  	
   

  
	
  Lawrence T. Bell

  
	
  Senior Vice President - Law

  
	
  General Counsel and Secretary

  



 


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EXHIBIT A


 


ACTUARIAL ASSUMPTIONS

FOR STANDARD MIRROR PENSION BENEFITS

AND STANDARD MIRROR PRE-RETIREMENT PENSION BENEFITS


 


	
  1.

  	
   

  	
  Interest Rate:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A.  For Lump
  Sum

  	
   

  	
  The interest rate will be 125% of the 10-year
  Treasury rate for the month of October preceding the Plan Year (i.e., January
  1) (1) in which the retirement or other termination of employment is
  effective if the Mirror Pension Benefit is to commence immediately following
  such retirement or termination of employment or (2) in which the distribution
  becomes payable if the payment is to be deferred.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B.  General
  Actuarial Equivalence

  	
   

  	
  7.5% except as provided in item 4 below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Mortality:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A.  For Lump
  Sum

  	
   

  	
  Revenue Ruling 2001-62 prescribed table. (The basis
  is the 1994 unisex pension tables)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B.  General
  Actuarial Equivalence

  	
   

  	
  1971 Group Annuity Table

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Annuity Values Weighted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A.  For Lump
  Sum

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B.  General
  Actuarial Equivalence

  	
   

  	
  75% male, 25% female

  



 


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  4.

  	
   

  	
  Early Commencement

  	
   

  	
  The Mirror Pension Benefit shall be reduced by one
  two hundred eightieth (1/280th) for each month that the date of
  the commencement of payment precedes the date on which the Executive will
  attain age sixty-two (62).  If the
  Executive’s Ecolab Pension Plan benefit is affected by Section 415 of the
  Code, the Administrator shall make such further adjustments to the Mirror
  Pension Benefit as the Administrator, in his or her sole discretion, deems
  appropriate to ensure that the total early retirement benefit from the Ecolab
  Pension Plan and the Ecolab Mirror Pension Plan equals the early retirement
  benefit the Executive would have been entitled to under the Ecolab Pension
  Plan without regard to the Code Limitations and non-qualified deferrals.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  If payment is in the form of a single lump sum, the
  lump sum amount shall be based on the lump sum interest rate defined in item
  1 above, the mortality assumptions specified in items 2 and 3 above, and the
  “early retirement benefit” immediate annuity amount as determined under this
  item 4.

  



 


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