Exhibit (10)A


 


AMENDMENT NO. 2


 


TO


 


THE ECOLAB MIRROR SAVINGS PLAN


(As Amended and Restated
Effective as of March 1, 2002)


 


 


WHEREAS, Ecolab Inc. (the “Company”) adopted an
amended and restated Ecolab Mirror Savings Plan (the “Plan”) effective as of
March 1, 2002; and


 


WHEREAS, the Company now desires to amend the
Plan to (1) specify that Executive Deferral directions made pursuant to Section
3.1 of the Plan become irrevocable on the last day of the period prior to the
period in which Base Salary and Bonus to which such Executive Deferral relates
is earned, (2) eliminate the hypothetical Ecolab Stock Fund as a Hypothetical
Investment Fund under the Plan for future Executive Deferrals and Matching
Contributions and (3) prohibit Executives from designating the Ecolab Stock
Fund as the Hypothetical Investment Fund for any existing portion of their
Accounts hypothetically invested in another Hypothetical Investment Fund;


 


NOW, THEREFORE, pursuant to Section 1.3 of the Plan and Section 5.1
of the Administrative Document, the Company hereby adopts this Amendment No. 2
to the Plan effective as of the dates set forth below.


 


Words used herein with initial capital letters that are defined in the
Plan are used herein as so defined.


 


 


Section 1


 


Effective as of January 1, 2005, the third sentence of Section 3.2(1)
of the Plan is hereby deleted and the following is substituted therefor:


 


“Any direction made in accordance with Section 3.1
shall remain in effect until changed or revoked, except that such direction
shall become irrevocable on the last day of the Plan Year immediately preceding
the Plan Year with respect to which the Base Salary and Bonus subject to such
direction are earned (or, with respect to the first period of eligibility, such
direction shall be irrevocable on the last day of the 30-day election period
with respect to Base Salary and Bonus earned during the same Plan Year).  An Executive may change or revoke a direction
with respect to the deferral of Base Salary and Bonus earned in a subsequent
Plan Year at any time prior to such direction becoming irrevocable.”


 


 
















 


Section 2


 


Effective January 1, 2006, the heading of Subsection (1) of Section 6.1
of the Plan is hereby amended to read as follows:


 


“Hypothetical Investment Fund for Matching
Contributions prior to January 1, 2006.”


 


 


Section 3


 


Effective January 1, 2006, Section 6.1 of the Plan is hereby amended by
the addition of a new Subsection (1A) immediately following Subsection (1)
thereof to read as follows:


 


“(1A)      Hypothetical
Investment Fund for Matching Contributions on and after January 1, 2006.


 


(a)                             Notwithstanding the provisions of
Subsection (1) above, Matching Contributions made on or after January 1, 2006
shall be deemed to be made in cash and invested in accordance with the
Hypothetical Investment Fund election(s) in effect from time to time for
Executive Deferrals under Subsection (2) below.


 


(b)                            Notwithstanding further, any Executive,
regardless of age or service, may, at any time, elect to designate one or more
of the Investment Funds under the Savings Plan (other than the Ecolab Stock
Fund) as the Hypothetical Investment Fund(s) for that part of his Account which
is attributable to Matching Contributions.”


 


 


Section 4


 


Effective January 1, 2006, the first two sentence of Section 6.1(2) of
the Plan are hereby amended to read as follows:


 


“To the extent permitted by Code Section 409A, the
Hypothetical Investment Funds for purposes of the portion of an Executive’s
Account which is attributable to his Executive Deferrals shall be those same Investment
funds designated by the Company under the Savings Plan, provided, however that
effective January 1, 2006, the Ecolab Stock Fund will not be a Hypothetical
Investment Fund with respect to the investment of Executive Deferrals made on
or after January 1, 2006.  Each Executive
(or his Death Beneficiary) may elect, in a manner prescribed by the
Administrator from time to time, one or more Hypothetical Investment Funds in
which his Executive Deferrals are deemed to have been invested for purposes of
crediting earnings and losses to the portion of the Executive’s Account which
is attributable to Executive Deferrals, provided, however, that effective


 


 


2
















 


January 1, 2006, no Executive or Death Beneficiary may
elect the Ecolab Stock Fund as a Hypothetical Investment Fund with respect to
Executive Deferrals.”


 


IN WITNESS WHEREOF, Ecolab Inc. has executed this Amendment No. 2 and
has caused its corporate seal to be affixed this 15 day of December, 2005.


 


 


 


	
   

  	
  ECOLAB INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Steven L. Fritze

  	
   

  
	
  (Seal)

   

  	
  By: Steven L. Fritze

  Title: Executive Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
  /s/ Lawrence T. Bell

  	
   

  	
   

  
	
  Lawrence T. Bell

  Senior Vice President,

  General Counsel and Secretary

  	
   

  
				



 


 


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