Issuing And Paying Agent Agreement

ISSUING AND PAYING AGENT AGREEMENT





This Issuing and Paying Agency Agreement (the "Agreement"), dated as of July 10, 2000, between Ecolab Inc., a Delaware corporation (the "Issuer") and Bank One, National Association, a national banking association (the "IPA"), as issuing and paying agent, in connection with the issuance and payment, in book entry only form, of certain commercial paper master notes (collectively the " Notes"). The Issuer hereby appoints the IPA its agent to issue, deliver and pay such Notes as herein set forth. The Issuer hereby agrees with the IPA as follows:



1. Definitions .



Terms capitalized shall have the meanings assigned them below.





"Advance" means funds credited by the IPA to or on behalf of the Issuer for the purpose of either crediting Proceeds to the Note Account or remitting payment on Notes at their maturity.





"Agreement" means this Issuing and Paying Agency Agreement as defined in the preamble, and includes the terms of the Exhibits.





"Business Day" means any day that both the IPA and DTC are open for business.





"Certificate Agreement" means the Commercial Paper Certificate Agreement dated May 17, 1994, between DTC and the IPA (formerly known as The First National Bank of Chicago), a copy of which is attached hereto as Exhibit C.





"Dealer" means any person other than an Issuer Agent which has been authorized by the Issuer to deliver Issuance Instructions to the IPA and is listed on an Incumbency Certificate.





"DTC" means The Depository Trust Company, a New York limited purpose trust company, and its successors and assigns.





"GAITIR License Agreement" means the nonexclusive, nontransferable license agreement to use certain software products and associated printed documentation pursuant to a separate license agreement attached as Exhibit E.





"Incumbency Certificate" means the certificate of the Issuer, substantially in the form of Exhibit A, executed by its Secretary or any of its Assistant Secretaries, which identifies Issuer Agents from time to time.





"Indemnified Persons" means the IPA and its officers, directors, employees, and agents.








"Issuance Instructions" means the instructions as to issuance of Notes delivered to the IPA by an Issuer Agent or Dealer pursuant to Section 3.B. of the Agreement.





"Issuer Agents" means those officers, employees, or agents of the Issuer identified on an Incumbency Certificate the Issuer has authorized to execute Notes, deliver Note Issuance Instructions, and deliver other notices hereunder to the IPA.





"Manual" means the DTC Commercial Paper Issuing/Paying Agent Manual, as modified from time to time, including the rules of the DTC Same Day funds Settlement System, Money Market Instruments Program.





"Maturity Date" means the date any Note is payable by its terms.





"Note" or "Notes" means the commercial paper master notes of the Issuer issued pursuant to the Agreement substantially in the form set forth in Exhibit B.





"Note Account" means the Issuer92s demand deposit account number 55-02365 established at the IPA pursuant to Section 6.A.





"Proceeds" means, with respect to any Note, funds representing the purchase price for its original issuance.





"Representation Letter" means the agreement by and among the IPA, the Issuer and DTC with respect to the Notes substantially in the form set forth in Exhibit D.





2. Authorization .



The Issuer shall deliver to the IPA upon execution of this Agreement an Incumbency Certificate to designate the Issuer Agents and Dealers to the IPA. Until the IPA receives a subsequent Incumbency Certificate from the Issuer, it may rely on the last such Incumbency Certificate delivered to it. Any Note bearing the signature of an Issuer Agent on the date such signature is affixed thereto shall bind the Issuer after the authentication and delivery of such Note even if such person shall have ceased to hold his or her office on the date such Note is authenticated and delivered.





3. Notes .



A. The Notes shall be issued to DTC, or its nominee in substantially the form set forth in Exhibit B, as appropriate. In connection with the issuance of Notes, (i) the IPA and DTC have previously entered into the Certificate Agreement and (ii) the IPA, the Issuer and DTC shall jointly execute the Representation Letter. The Issuer understands and acknowledges that the execution of the Certificate Agreement and the Representation Letter by the IPA is a necessary condition precedent to the acceptance of the Notes by DTC and as such, the Issuer agrees, (x) to be bound by the provisions of the Certificate Agreement and Representation



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Letter and (y) that the Certificate Agreement and Representation Letter shall supplement the provisions of this Agreement.





B. Prior to 12:00 noon (Chicago time) on each issuance date, an Issuer Agent or Dealer shall provide the IPA with Issuance Instructions specifying the issue date, interest rate (if applicable), maturity date (which shall be no later than 270 days from the date of issuance thereof), proceeds amount, maturity amount, payee and payee92s settlement bank (which bank must be a participant in the DTC book entry commercial paper program).



C. Following receipt of Issuance Instructions, the IPA will process such Issuance Instructions in accordance with and subject to (i) this Agreement, (ii) the procedures set forth in the Manual, (iii) the terms and conditions of the Certificate Agreement and (iv) the terms and conditions of the Representation Letter. Unless otherwise instructed by an Issuer Agent or Dealer, Notes delivered under this Agreement shall be made against payment as more fully set forth in Section 4 below. In the event of a conflict between the terms of this Agreement and the terms of the Manual, the Certificate Agreement, or the Representation Letter, the provisions of this Agreement shall control.





4. Proceeds of Sale of Notes .



A. The Issuer understands that when the IPA is instructed to deliver against payment, the processing of Issuance Instructions may not be completed simultaneously against the receipt of payment. Accordingly, the IPA is authorized to initiate delivery and to receive payment from the purchaser in accordance with the provisions of the Manual. All such payments shall be credited upon receipt to the Note Account. The Issuer hereby agrees to bear the risk that the IPA fails to receive payment of the Proceeds of any Notes issued pursuant to Issuance Instructions.





B. Funds received by the IPA as Proceeds will be credited to the Note Account. Prior to receipt of such Proceeds, the IPA may, but shall not be obligated to, credit such Proceeds to the Issuer by making an Advance. Upon telephonic, written (which may be in facsimile form), or electronic instructions received by the IPA from an Issuer Agent, an Advance may be (i) used in payment of Notes presented for payment upon maturity, (ii) deposited to an account of the Issuer at the IPA, or (iii) transferred to the account of the Issuer at another bank. If the IPA, in its sole discretion, makes an ...