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Limited Liability Partnership

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LIMITED LIABILITY PARTNERSHIP




EXECUTION COPY



ECOLAB INC.



U.S.$200,000,000



EURO-COMMERCIAL PAPER PROGRAMME








DEED OF COVENANT













THIS DEED OF COVENANT is made on 10 June 2003



BY



(1) ECOLAB INC. (the " Issuer ")



IN FAVOUR OF



(2) THE ACCOUNTHOLDERS (as defined below).



WHEREAS



(A) The Issuer has established a Euro Commercial Paper Programme (the " Programme ") for the issuance of notes (the " Notes "), in connection with which it has entered into a dealer agreement dated 10 June 2003 (the " Dealer Agreement ") and an issue and paying agency agreement dated 10 June 2003 (the " Agency Agreement ").



(B) The Issuer wishes to make certain arrangements for the Accountholders in the event that any Global Note (as defined in the Dealer Agreement) becomes void in accordance with its terms.



NOW THIS DEED OF COVENANT WITNESSES as follows:



1. INTERPRETATION



1.1 Definitions

All terms and expressions which have defined meanings in the Dealer Agreement or the Agency Agreement shall have the same meanings in this Deed of Covenant except where the context requires otherwise or unless otherwise stated. In addition, in this Deed of Covenant the following expressions have the following meanings:



"Accountholder" means any accountholder with a Clearing System which at the Determination Date has credited to its securities account with such Clearing System one or more Entries in respect of a Global Note, except for any Clearing System in its capacity as an accountholder of another Clearing System;



"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 the Agent and in which Notes may from time to time be held, or any successor to such entities;



"Determination Date" means, in relation to any Global Note, the date on which such Global Note becomes void in accordance with its terms;



" Direct Rights " means the rights referred to in Clause 2.1 ( Direct Rights - Creation );



" Entry " means, in relation to a Global Note, any entry which is made in the securities account of any Accountholder with a Clearing System in respect of Notes represented by such Global Note; and



2






" Principal Amount " means, in respect of any Entry, the aggregate principal amount of the Notes to which such Entry relates.



1.2 Clauses

Any reference in this Deed of Covenant to a Clause is, unless otherwise stated, to a clause hereof.



1.3 Other Agreements

All references in this Deed of Covenant to an agreement, instrument or other document (including the Dealer Agreement and the Agency Agreement) shall be construed as a reference to that agreement, instrument or other document as the same may be amended, supplemented, replaced or novated from time to time.



1.4 Legislation

Any reference in this Agreement to any legislation (whether primary legislation or regulations or other subsidiary legislation made pursuant to primary legislation) shall be construed as a reference to such legislation as the same may have been, or may from time to time be, amended or re-enacted.



1.5 Headings

Headings and sub-headings are for ease of reference only and shall not affect the construction of this Deed of Covenant.



1.6 Benefit of Deed of Covenant

Any Notes issued under the Programme on or after the date of this Deed of Covenant shall have the benefit of this Deed of Covenant but shall not have the benefit of any subsequent deed of covenant relating to the Programme (unless expressly so provided in any such subsequent deed).



2. Direct Rights



2.1 Creation

I
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