ECOLAB INC (Form: 8-K, Received: 12/16/2005 16:32:11)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 13, 2005

ECOLAB INC.

(Exact name of registrant as specified in its charter)

Delaware	1-9328	41-0231510
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

370 Wabasha Street North, Saint Paul, Minnesota	55102
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code 651-293-2233

(Not applicable)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13a-4(c) under the Exchange Act (17 CRF 240.13e-4(c))

Item 1.01. Material Definitive Agreement .

On December 15, 2005, Ecolab Inc. amended the Ecolab Mirror Savings Plan (“Mirror Plan”) and on December 13, 2005, Ecolab amended the Ecolab Executive Death Benefits Plan (“Death Benefits Plan”). The descriptions of the respective amendments and plans set forth below are qualified in their entirety by reference to the applicable plan documents filed by Ecolab, from time to time, with the Securities and Exchange Commission.

The amendment to the Mirror Plan is effective January 1, 2006, and generally provides that (1) participants can no longer be deemed to invest deferrals and Ecolab’s matching contributions in the Ecolab Stock Fund, and (2) an investment election will become irrevocable on December 31 of the year prior to the year in which services to which the compensation relates are performed, as expressly required by the American Jobs Creation Act of 2004. Also, the amendment provides that participants will not be permitted to transfer existing account balances to the Ecolab Stock Fund, but may transfer existing account balances out of the Ecolab Stock Fund. Once amounts are transferred out of the Ecolab Stock Fund they may not be transferred back to the Fund. A copy of Amendment No. 2 to the Mirror Plan in connection with this disclosure under Item 1.01 of Form 8-K is attached hereto as Exhibit (10)A.

Under the Ecolab Mirror Savings Plan, participating executives can defer up to 25% of their base pay and annual incentive bonus. Ecolab generally matches 100% of a participant’s deferrals up to 3% of compensation and 50% of a participant’s deferrals of the next 2% of compensation, reduced by the match that could be received by the participant in the Corporation’s Ecolab Savings Plan and ESOP. Except as to the restrictions on the Ecolab Stock Fund effective January 1, 2006, the investment options generally are the same as those offered for the Ecolab Savings Plan and ESOP. Deferrals and Ecolab’s matching contribution earn the rate of return equal to the rate of return of the designated investment funds. However, unlike the Ecolab Savings Plan and ESOP, assets are not actually invested in the designated funds. Subject to certain forfeiture provisions, participants are 100% vested in their deferrals and the Ecolab’s matching contribution. This plan is unfunded and participants are general unsecured creditors of Ecolab.

The amendment to the Death Benefits Plan is effective as of August 12, 2005, and raises the maximum lump sum death benefit paid to the beneficiary for a qualifying executive to $9,000,000, up from $3,000,000. A copy of Amendment No. 3 to the Death Benefits Plan in connection with this disclosure under Item 1.01 of Form 8-K is attached hereto as Exhibit (10)B.

Under the Death Benefits Plan, an executive is eligible for a death benefit equal to three times the executive’s prior year compensation (base salary and bonus), limited to a $9,000,000 benefit. Additionally, a retired executive who has satisfied certain age and service requirements is eligible for a post-retirement death benefit equal to two times such executive’s high five-year average compensation, up to a maximum of $750,000. Ecolab pays the entire cost of these benefits.

Item 9.01 Financial Statements and Exhibits

(10)A.

Amendment No. 2 to the Ecolab Mirror Savings Plan (as Amended and Restated Effective as of March 1, 2002).

(10)B.

Amendment No. 3 to the Ecolab Executive Death Benefits Plan (as Amended and Restated effective March 1, 1994).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ECOLAB INC.

Date: December 16, 2005	By:	/s/Timothy P. Dordell
	Timothy P. Dordell
	Assistant Secretary

EXHIBIT INDEX

Exhibit No.	Description	Method Of Filing
(10)A.	Amendment No. 2 to the Ecolab Mirror Savings Plan (as Amended and Restated Effective as of March 1, 2002).	Filed herewith electronically.

(10)B.	Amendment No. 3 to the Ecolab Executive Death Benefits Plan (as Amended and Restated effective March 1, 1994).	Filed herewith electronically.

Exhibit (10)A

AMENDMENT NO. 2

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

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

Exhibit (10)B

AMENDMENT NO. 3

TO THE

ECOLAB EXECUTIVE DEATH BENEFITS PLAN

(As Amended and Restated Effective March 1, 1994)

Pursuant to Section 1.3 of the Ecolab Executive Death Benefits Plan (As Amended and Restated Effective March 1, 1994) (the “Plan”) and Section 5.1 of the Ecolab Inc. Administrative Document for Non-Qualified Benefit Plans (the “Administrative Document”), which is incorporated into the Plan by reference, Ecolab Inc. (the “Company”) hereby amends the Plan as set forth below. Words and phrases used herein with initial capital letters which are defined in the Plan or the Administrative Document are used herein as so defined.

1. Effective August 12, 2005, Subsection (2)(a) of Section 3.2 of the Plan is hereby amended in its entirety to read as follows:

(a.) “The Death Beneficiary of a deceased Executive who is covered by the provisions of this Section 3.2 shall be entitled to receive a lump sum Executive Death Benefit in an amount equal to the lesser of (i) nine million dollars ($9,000,000) or (ii) three hundred percent (300%) of the Executive’s Annual Compensation (A) for the last full Plan Year that ended prior to the Executive’s death in which the Executive actively performed services as an Employee, or (B) if the Executive did not actively perform services as an Employee in any full prior Plan Year, for the last Plan Year in which the Executive actively performed services as an Employee, in which case his Annual Compensation shall be annualized based on the number of days employed by the Controlled Group out of a Plan Year of 365 days.”

IN WITNESS WHEREOF , the Company has caused this instrument to be executed by its authorized officers and its corporate seal affixed, this 13 day of December, 2005.

		ECOLAB INC.


(Seal)		/s/ Steven L. Fritze
		By: Steven L. Fritze
		Title: Executive Vice President and Chief Financial Officer

Attest:

/s/ Lawrence T. Bell
Lawrence T. Bell