ECOLAB INC (Form: S-8 POS, Received: 12/02/2011 17:02:16)

As filed with the Securities and Exchange Commission on December 2, 2011

Registration No. 333-176601

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

ON FORM S-8

TO FORM S-4 REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

ECOLAB INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		41-0231510
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

370 Wabasha Street North St. Paul, Minnesota		55102
(Address of Principal Executive Offices)		(Zip Code)

Second Amended and Restated Nalco Holding Company 2004 Stock Incentive Plan

J. Erik Fyrwald Employment Letter Agreement

Ecolab Inc. 2010 Stock Incentive Plan

(Full Title of Plan)

James J. Seifert

Executive Vice President, General Counsel and Secretary

Ecolab Inc.

370 Wabasha Street North

St. Paul, Minnesota 55102

(Name and Address of Agent for Service)

(651) 293-2981

(Telephone Number, including Area Code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered		Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee(2)
Common Shares, par value $1.00 per share (1)
Second Amended and Restated Nalco Holding Company 2004 Stock Incentive Plan	2,352,367	(3)
J. Erik Fyrwald Employment Letter Agreement	197,079	(4)
Amended and Restated Ecolab Inc. 2010 Stock Incentive Plan	423,770	(5)
Total	2,973,216		N/A	N/A	N/A

(1)		Includes associated share purchase rights issuable with respect to such shares pursuant to the Rights Agreement dated as of February 26, 2006, as amended, between Ecolab Inc. (the “Registrant”) and Computershare Investor Services, LLC, as rights agent.

(2)		The registration fee in respect of such shares of common stock of the Registrant, par value $1.00 per share (“Common Stock”), was paid in connection with the original filing on August 31, 2011 of the Registrant’s Registration Statement on Form S-4 (Registration 333-176601). The Registration Statement was declared effective on October 28, 2011.

(3)		Represents 2,352,367 shares of Common Stock issuable under outstanding awards granted under the Amended and Restated Nalco Holding Company 2004 Stock Incentive Plan (the “Nalco Plan”), which plan was assumed in connection with the Merger (defined below) involving the Registrant and Nalco Holding Company, a Delaware corporation (“Nalco”). Pursuant to Rule 416 under the Securities Act, this Registration Statement includes such additional and indeterminate number of additional shares of Common Stock that may be issuable under the Nalco Plan if the antidilution provisions of the Nalco Plan become operative.

(4)		Represents 197,079 shares of Common Stock issuable under outstanding awards granted by Nalco to J. Erik Fyrwald pursuant to an employment letter agreement dated as of February 21, 2008 (the “Fyrwald Agreement”), which agreement was assumed in connection with the Merger involving the Registrant and Nalco. Pursuant to Rule 416 under the Securities Act, this Registration Statement includes such additional and indeterminate number of additional shares of Common Stock that may be issuable under the Fyrwald Agreement if the antidilution provisions of the Fyrwald Agreement become operative.

(5)		Represents 423,770 shares of Common Stock issuable pursuant to the Ecolab Inc. 2010 Stock Incentive Plan (the “Ecolab Plan”). The foregoing shares of Common Stock were added to the Ecolab Plan at the time of the assumption of the Nalco Plan by the Registrant in connection with the Merger. Pursuant to Rule 416 under the Securities Act, this Registration Statement includes such additional and indeterminate number of additional shares of Common Stock that may be issuable under the Ecolab Plan if the antidilution provisions of the Ecolab Plan become operative.

EXPLANATORY NOTE

The Registrant hereby amends its Registration Statement on Form S-4 (Registration No. 333- 176601 ), as previously amended by Amendments No. 1, No. 2 and No. 3 thereto, which was declared effective by the Securities and Exchange Commission (the “SEC” or the “Commission”) on October 28, 2011 (the “Form S-4”), by filing this Post-Effective Amendment No. 1 on Form S-8 (this “Post-Effective Amendment No. 1”). The Form S-4, as amended by this Post-Effective Amendment No. 1, is referred to herein as the “Registration Statement.” On December 1, 2011, pursuant to the Agreement and Plan of Merger dated as of July 19, 2011 (the “Merger Agreement”) by and among the Registrant, Sustainability Partners Corporation, a Delaware corporation and wholly-owned subsidiary of the Registrant (“Merger Sub”), and Nalco, Nalco merged with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly-owned subsidiary of the Registrant. As of the effective time of the Merger, the Registrant assumed all of the obligations of Nalco under the Nalco Plan and the Fyrwald Agreement, each outstanding award under the Nalco Plan and the Fyrwald Agreement and all agreements evidencing the grants thereof, and adopted a Second Amended and Restated Nalco Holding Company 2004 Stock Incentive Plan (the “Amended Nalco Plan”). In addition, at the time of the adoption of the Amended Nalco Plan, the Registrant added 1,405,530 shares of Common Stock formerly reserved for issuance pursuant to the Nalco Plan to the Ecolab Plan in accordance with the terms of the Ecolab Plan. From and after the effective time of the Merger, all awards outstanding under the Nalco Plan as of immediately prior to the effective time of the Merger are and will be subject to the terms of the Amended Nalco Plan, and all awards outstanding under the Fyrwald Agreement as of immediately prior to the effective time of the Merger are and will continue to be subject to the terms of the Fyrwald Agreement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 have been or will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by the Registrant with the SEC are incorporated by reference in this Registration Statement:

· Annual Report on Form 10-K for the year ended December 31, 2010, filed on February 25, 2011;

· Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2011, filed on May 5, 2011, June 30, 2011, filed on August 4, 2011, and September 30, 2011, filed on October 31, 2011;

· Current Reports on Form 8-K filed on February 17, 2011 (except with respect to Item 2.02), May 6, 2011, July 20, 2011 (except with respect to Item 2.02), July 27, 2011 (except with respect to Item 2.02), August 24, 2011, August 30, 2011, September 6, 2011, September 8, 2011, October 25, 2011 (except with respect to Item 2.02), October 28, 2011, October 31, 2011, October 31, 2011, November 8, 2011, November 14, 2011, November 30, 2011 (except with respect to Item 7.01) and December 2, 2011;

· all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since December 31, 2010; and

· the descriptions of the Registrant’s common stock, preferred stock and preferred stock purchase rights contained in its registration statements on Form 8-A, including any amendments or reports filed for the purpose of updating these descriptions.

All documents filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement (except for portions of the Registrant’s current reports furnished, as opposed to filed, on Form 8-K), and prior to the filing of a post-effective amendment which indicates that all securities offered pursuant to this Registration Statement have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be a part of this Registration Statement from the date of filing of these documents.

Any statement contained in a document incorporated, or deemed to be incorporated, by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or incorporated by reference or in any other subsequently filed document that also is or is deemed to be incorporated by reference modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Independent Registered Public Accounting Firm

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this Registration Statement by reference to the Annual Report on Form 10-K for the year ended December 31, 2010 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

With respect to the unaudited financial information of the Registrant for the three-month periods ended March 31, 2011 and 2010, the six-month periods ended June 30, 2011 and 2010 and the nine-months periods ended September 30, 2011 and 2010, incorporated by reference in this Registration Statement, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate reports dated May 5, 2011, August 4, 2011 and October 31, 2011, incorporated by reference herein state that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act for their reports on the unaudited financial information because those reports are not a “report” or a “part” of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Subsection (a) of Section 145 of the General Corporation Law of Delaware empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against

expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorney’s fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted under similar standards, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case the person is fairly and reasonably entitled to indemnity for the expenses which the court shall deem proper.

Section 145 further provides that, to the extent a director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) or in the defense of any claim, issue or matter therein, the person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; the right to indemnification and advancement of expenses arising under a provision of the certificate of incorporation or bylaws shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or commission explicitly authorizes such elimination or impairment after such act or omission has occurred; and that the scope of indemnification extends to directors, officers, employees or agents of a constituent corporation absorbed in a consolidation or merger and persons serving in that capacity at the request of the constituent corporation for another. Section 145 also empowers the corporation to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against or incurred by the person in any such capacity or arising out of the person’s status as such, whether or not the corporation would have the power to indemnify the person against such liabilities under Section 145, including liabilities under the Securities Act.

Article V of the Registrant’s By-Laws provides for indemnification of the Registrant’s officers and directors to the full extent allowed by Delaware law.

In addition, Article IV of the Registrant’s Restated Certificate of Incorporation provides that the Registrant’s directors do not have personal liability to the Registrant or its stockholders for monetary damages for any breach of their fiduciary duty as directors, except (i) for a breach of the duty of loyalty, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, (iii) for willful or negligent violations of certain provisions under the General Corporation Law of Delaware imposing certain requirements with respect to stock repurchases, redemptions and dividends, or (iv) for any transaction from which the director derived an improper personal benefit. Subject to these exceptions, under Article IV, directors do not have any personal liability to the Registrant or its stockholders for any violation of their fiduciary duty.

The Registrant has directors and officers liability insurance which protects directors and officers against liabilities and expenses incurred by any of them in certain stated proceedings and under certain stated conditions.

The Registrant has entered into indemnification agreements with each of its directors. These indemnification agreements provide for the prompt indemnification “to the fullest extent permitted by law” and for the prompt advancement of expenses, including attorneys’ fees and other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness or participating in (including on appeal) any threatened, pending or completed action, suit or proceeding related to the fact

that the director is or was a director, officer, employee, agent or fiduciary of the Registrant or is or was serving at the request of the Registrant as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by a director in any such capacity. The indemnification agreements further provide that the Registrant has the burden of proving that a director is not entitled to indemnification in any particular case.

The foregoing represents a summary of the general effect of the General Corporation Law of Delaware, the Registrant’s By-Laws and Restated Certificate of Incorporation, the Registrant’s directors and officers liability insurance coverage and the indemnification agreements for purposes of general description only.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits

The following is a complete list of exhibits filed or incorporated by reference as part of this Registration Statement:

Exhibit Number		Exhibit
4.1		Restated Certificate of Incorporation of Ecolab Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 2, 2011).**
4.2		By-Laws, as amended through February 26, 2010 (incorporated by reference to Exhibit (3) to the Registrant’s Current Report on Form 8-K filed on March 1, 2010).**
4.3		Second Amended and Restated Nalco Holding Company 2004 Stock Incentive Plan.*
4.4		J. Erik Fyrwald Employment Letter Agreement dated as of February 21, 2008.*
4.5		Ecolab Inc. 2010 Stock Incentive Plan (i ncorporated by reference to Exhibit (10)A to the Registrant’s Current Report on Form 8-K filed on May 11, 2010)**
5.1		Opinion of James J. Seifert, General Counsel and Secretary of the Registrant, as to the validity of the shares of the Registrant’s Common Stock.*
15.1		Awareness Letter of PricewaterhouseCoopers LLP.*
23.1		Consent of James J. Seifert, General Counsel and Secretary of the Registrant (included in Exhibit 5.1).**
23.2		Consent of PricewaterhouseCoopers LLP.*
23.3		Consent of PricewaterhouseCoopers LLP.*
23.4		Consent of Ernst & Young LLP.*
24.1		Powers of Attorney (included on the signature page to the Registrant’s Registration Statement on Form S-4 to which this post-effective amendment relates).**
99.1		Opinion of Baker & McKenzie LLP as to certain tax matters.*
99.2		Opinion of Cravath, Swaine & Moore LLP as to certain tax matters.*

* Filed herewith.

** Previously filed.

Item 9. Undertakings

(a) The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Paul, State of Minnesota, on December 2, 2011.

	ECOLAB INC.

	By:	/s/ MICHAEL C. MCCORMICK
	Name:	Michael C. McCormick
	Title:	Corporate Compliance Officer, Associate General Counsel and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below as of December 2, 2011.

Signature		Title

*		Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
Douglas M. Baker, Jr.

*		Chief Financial Officer
Steven L. Fritze		(Principal Financial Officer)

*		Vice President and Corporate Controller
John J. Corkrean		(Principal Accounting Officer)

*		Director
Barbara J. Beck


*		Director
Leslie S. Biller


*		Director
Jerry A. Grundhofer


*		Director
Arthur J. Higgins


*		Director
Joel W. Johnson


*		Director
Jerry W. Levin

Signature		Title

*		Director
Robert L. Lumpkins


*		Director
C. Scott O’Hara


*		Director
Victoria J. Reich


*		Director
John J. Zillmer

*By:	/s/ MICHAEL C. MCCORMICK
	Michael C. McCormick, Esq.	Attorney-in-fact

Directors not signing: Paul J. Norris, Daniel S. Sanders and Mary M. VanDeWeghe

INDEX TO EXHIBITS

Exhibit Number		Exhibit
4.1		Restated Certificate of Incorporation of Ecolab Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 2, 2011).**
4.2		By-Laws, as amended through February 26, 2010 (incorporated by reference to Exhibit (3) to the Registrant’s Current Report on Form 8-K filed on March 1, 2010).**
4.3		Second Amended and Restated Nalco Holding Company 2004 Stock Incentive Plan.*
4.4		J. Erik Fyrwald Employment Letter Agreement dated as of February 21, 2008.*
4.5		Ecolab Inc. 2010 Stock Incentive Plan (i ncorporated by reference to Exhibit (10)A to the Registrant’s Current Report on Form 8-K filed on May 11, 2010)**
5.1		Opinion of James J. Seifert, General Counsel and Secretary of the Registrant, as to the validity of the shares of the Registrant’s Common Stock.*
15.1		Awareness Letter of PricewaterhouseCoopers LLP.*
23.1		Consent of James J. Seifert, General Counsel and Secretary of the Registrant (included in Exhibit 5.1).**
23.2		Consent of PricewaterhouseCoopers LLP.*
23.3		Consent of PricewaterhouseCoopers LLP.*
23.4		Consent of Ernst & Young LLP.*
24.1		Powers of Attorney (included on the signature page to the Registrant’s Registration Statement on Form S-4 to which this post-effective amendment relates).**
99.1		Opinion of Baker & McKenzie LLP as to certain tax matters.*
99.2		Opinion of Cravath, Swaine & Moore LLP as to certain tax matters.*

* Filed herewith.

** Previously filed.

Exhibit 4.3

SECOND AMENDED AND RESTATED NALCO HOLDING COMPANY 2004
STOCK INCENTIVE PLAN

The Second Amended and Restated Nalco Holding Company 2004 Stock Incentive Plan is effective as of December 1, 2011.

1. The Merger

Nalco Holding Company, a Delaware corporation (“Nalco”), previously adopted the Amended and Restated Nalco Holding Company 2004 Stock Incentive Plan (the “Nalco Plan”).

On December 1, 2011, pursuant to the Agreement and Plan of Merger dated as of July 19, 2011 (the “Merger Agreement”) by and among the Ecolab Inc., a Delaware corporation (the “Company”), Sustainability Partners Corporation, a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Nalco, Nalco merged with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly-owned subsidiary of the Company.

At the effective time of the Merger, in accordance with the Merger Agreement, the Company assumed all the obligations of Nalco under the Nalco Plan, each outstanding award under the Nalco Plan and all agreements evidencing the grants thereof, and it approved certain amendments to the Nalco Plan as set forth herein. All Awards (as defined below) outstanding under the Nalco Plan as of immediately prior to the effective time of the Merger will, from and after the effective time of the Merger, be subject to the terms of this Second Amended and Restated Nalco Holding Company 2004 Stock Incentive Plan (the “Plan”).

2. Purpose of the Plan

The purpose of the Plan is to aid the Company and its Affiliates (as defined below) in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting of Awards. The Company expects that it will benefit from the added interest which such key employees, directors or consultants will have in the welfare of the Company as a result of their proprietary interest in the Company’s success.

3. Definitions

The following capitalized terms used in the Plan have the respective meanings set forth in this Section:

(a) Act : The Securities Exchange Act of 1934, as amended, or any successor thereto.

(b) Affiliate : With respect to any Person, any other Person, directly or indirectly, controlling, controlled by or under common control with such Person or any other Person designated by the Committee in which any Person has an interest.

(d) Award Agreement : Any written agreement, contract, or other instrument or document evidencing any Award, which may, but need not, be executed or acknowledged by a Participant.

(e) Board : The Board of Directors of the Company.

(f) Change in Control : Shall mean the consummation of any transaction in one or a series of transactions, including, without limitation, any mergers or consolidations, the results of which is that any Person, becomes the beneficial owner, directly or indirectly, of (i) more than 50% of the voting stock of the Company or (ii) all or substantially all of the assets of the Company. The Merger shall not be considered a Change in Control for purposes of the Plan except as may be reflected in contractual obligations existing before the Effective Date..

(g) Code : The Internal Revenue Code of 1986, as amended, or any successor thereto.

(h) Committee : The Compensation Committee of the Board or any other committee designated by the Board.

(i) Company : Ecolab Inc., a Delaware corporation.

(j) Effective Date : The date on which the effective time of the Merger occurs as provided in the Merger Agreement.

(k) Employment : (i) a Participant’s employment if the Participant is an employee of the Company or any of its Affiliates, (ii) a Participant’s services as a consultant, if the Participant is a consultant to the Company or any of its Affiliates and (iii) a Participant’s services as an non-employee director, if the Participant is a non-employee member of the Board or the board of directors of an Affiliate; provided that unless otherwise determined by the Committee, a change in a Participant’s status from employee to non-employee (other than a director of the Company or an Affiliate) shall constitute a termination of employment hereunder.

(l) Fair Market Value : On a given date, (a) if there is a public market for the Shares on such date, the closing price of the Shares on such stock exchange on which the Shares are principally trading on the date in question, or, if there were no such other price as determined in good faith and disclosed by the Compensation Committee.

(m) ISO : An Option that is also an incentive stock option granted pursuant to Section 7(d) of the Plan.

(n) Merger : The merger contemplated by the Merger Agreement.

(o) Merger Agreement : The Agreement and Plan of Merger dated as of July 19, 2011 by and among the Company, Sustainability Partners Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company, and Nalco Holding Company, a Delaware corporation.

(p) Nalco : Nalco Holding Company, a Delaware corporation.

(q) Nalco Plan : The Amended and Restated Nalco Holding Company 2004 Stock Incentive Plan previously adopted by Nalco.

(r) Option : A stock option granted pursuant to Section 7 of the Plan.

(s) Option Price : The purchase price per Share of an Option, as determined pursuant to Section 7(a) of the Plan.

(t) Other Stock-Based Award : Any award granted under Section 9 of the Plan.

(u) Participant : An employee, director or consultant of the Company or its Affiliates who is selected by the Committee to participate in the Plan.

(v) Performance-Based Awards . Certain other Stock-Based Awards granted pursuant to Section 9(b) of the Plan.

(w) Person : Any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, governmental body or other entity of any kind.

(x) Plan : The Second Amended and Restated Nalco Holding Company 2004 Stock Incentive Plan. The Plan supersedes and replaces in its entirety the Nalco Plan.

(y) Shares : Shares of common stock of the Company, par value $1.00 per share, together with the rights distributed to holders of common stock pursuant to the Rights Agreement dated as of February 24, 2006, as amended, between the Company and Computershare Investor Services, LLC, as rights agent, attached thereto or associated therewith.

(z) Stock Appreciation Right : Any right granted under Section 8 of the Plan.

(aa) Subsidiary : A subsidiary corporation, as defined in Section 424(f) of the Code.

4. Shares Subject to the Plan

The total number of Shares which may be issued under the Plan is [ · ]. The Shares may consist, in whole or in part, of unissued Shares or treasury Shares. The maximum number of Shares for which Options and Stock Appreciation Rights may be granted during a calendar year to any Participant shall be 500,000. The issuance of Shares or the payment of cash upon the exercise of an Award shall reduce the total number of Shares available under the Plan, as applicable. Shares which are subject to Awards (or portion thereof) that terminate or lapse may be granted again under the Plan.

5. Administration

(a) The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof consisting solely of at least two individuals who are intended to qualify as “Non-Employee Directors” within the meaning of Rule 16b-3 under the Act and “outside directors” within the meaning of Section 162(m) of the Code (or any successor section thereto). Without limiting the foregoing, the Board may, in its sole discretion, take any action designated to the Committee under this Plan as it may deem necessary.

(b) The Committee shall have the full power and authority to make, and establish the terms and conditions of, any Award to any person eligible to be a Participant, consistent with the provisions of the Plan and to waive any such terms and conditions at any time (including, without limitation, accelerating or waiving any vesting conditions). Awards may, in the discretion of the Committee, be made under the Plan in assumption of, or in

substitution for, outstanding awards previously granted by the Company or its Affiliates or a company acquired by the Company or with which the Company combines. The number of Shares underlying such substitute awards shall be counted against the aggregate number of Shares available for Awards under the Plan.

(c) The Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan, and may delegate such authority, as it deems appropriate. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors).

(d) The Committee shall require payment of any amount it may determine to be necessary to withhold for federal, state, local, or other taxes as a result of the exercise, grant or vesting of an Award. Unless the Committee specifies otherwise, the Participant may elect to pay a portion or all of such withholding taxes by having Shares withheld by the Company with a Fair Market Value equal to the minimum statutory withholding rate from any Shares that would have otherwise been received by the Participant in connection with the exercise of an Option.

(e) The Committee may provide, in an Award agreement or otherwise, that an Award shall be forfeited in the event that the Participant breaches (i) any confidentiality, noncompetition, nonsolicitation, inventions or other similar provision under which the Participant is subject, (ii) any provision in an employment agreement or (iii) any Company policy.

6. Limitations

No Awards may be granted under the Plan after the Effective Date, but Awards theretofore granted may extend beyond that date.

7. Options

Options granted under the Plan shall be, as determined by the Committee, non-qualified stock options or ISOs for federal income tax purposes, as evidenced by the related Award Agreements, and shall be subject to the foregoing and the following terms and conditions as set forth in the applicable Award Agreement:

(a) Option Price . The Option Price shall be determined by the Committee, and, shall not be less than 100% of the Fair Market Value of the Shares on the date an Option is granted.

(b) Exercisability . Options granted under the Plan shall be exercisable at such time and upon such terms and conditions as may be determined by the Committee, but in no event shall an Option be exercisable more than ten years after the date it is granted.

(c) Exercise of Options . Except as otherwise provided in the Plan or in an Award Agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of this Section 7, the exercise date of an Option shall

be the date a notice of exercise is received by the Company, together with payment (or to the extent permitted by applicable law, provision for payment) of the full purchase price in accordance with this Section 7(c). The purchase price for the Shares as to which an Option is exercised shall be paid to the Company as designated by the Committee, pursuant to one or more of the following methods: (i) in cash, or its equivalent (e.g., by check), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased to the Company and satisfying such other requirements as may be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee or generally accepted accounting principles); (iii) partly in cash and partly in such Shares; (iv) if there is a public market for the Shares at such time, subject to such rules as may be established by the Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the aggregate Option Price for the shares being purchased or (v) such other method as approved by the Committee. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.

(d) ISOs . The Committee may grant Options under the Plan that are intended to be ISOs. Such ISOs shall comply with the requirements of Section 422 of the Code. No ISO may be granted to any Participant who at the time of such grant is not an employee of the Company or of any of its Subsidiaries. In addition, no ISO may be granted to any Participant who at the time of such grant owns more than 10% of the total combined voting power of all classes of stock of the Company or of any of its Subsidiaries, unless (i) the Option Price for such ISO is at least 110% of the Fair Market Value of a Share on the date the ISO is granted and (ii) the date on which such ISO terminates is a date not later than the day preceding the fifth anniversary of the date on which the ISO is granted. Any Participant who disposes of Shares acquired upon the exercise of an ISO either (I) within two years after the date of grant of such ISO or (II) within one year after the transfer of such Shares to the Participant, shall notify the Company of such disposition and of the amount realized upon such disposition. All Options granted under the Plan are intended to be non-qualified stock options, unless the applicable Award Agreement expressly states that the Option is intended to be an ISO. If an Option is intended to be an ISO, and if for any reason such Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a non-qualified stock option granted under the Plan; provided that such Option (or portion thereof) otherwise complies with the Plan’s requirements relating to non-qualified stock options. In no event shall any member of the Committee, the Company or any of its Affiliates (or their respective employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of an Option to qualify for any reason as an ISO.

(e) Attestation . Wherever in this Plan or any Award Agreement a Participant is permitted to pay the Option Price or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment and

shall withhold such number of Shares from the Shares acquired by the exercise of the Option.

8. Stock Appreciation Rights

(a) Grants . The Committee may grant (i) a Stock Appreciation Right independent of an Option or (ii) a Stock Appreciation Right in connection with an Option, or a portion thereof. A Stock Appreciation Right granted pursuant to clause (ii) of the preceding sentence (A) may be granted at the time the related Option is granted or at any time prior to the exercise or cancellation of the related Option, (B) shall cover the same number of Shares covered by an Option (or such lesser number of Shares as the Committee may determine) and (C) shall be subject to the same terms and conditions as such Option except for such additional limitations as are contemplated by this Section 8 (or such additional limitations as may be included in an Award agreement).

(b) Terms . The exercise price per Share of a Stock Appreciation Right shall be an amount determined by the Committee but in no event shall such amount be less than the Fair Market Value of a Share on the date the Stock Appreciation Right is granted; provided that notwithstanding the foregoing in the case of a Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, the exercise price may not be less than the Option Price of the related Option. Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the exercise price per Share, times (ii) the number of Shares covered by the Stock Appreciation Right. Each Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, shall entitle a Participant to surrender to the Company the unexercised Option, or any portion thereof, and to receive from the Company in exchange therefore an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the Option Price per Share, times (ii) the number of Shares covered by the Option, or portion thereof, which is surrendered. Payment shall be made in Shares or in cash, or partly in Shares and partly in cash (any such Shares valued at such Fair Market Value), all as shall be determined by the Committee. Stock Appreciation Rights may be exercised from time to time upon actual receipt by the Company of written notice of exercise stating the number of Shares with respect to which the Stock Appreciation Right is being exercised. The date a notice of exercise is received by the Company shall be the exercise date. No fractional Shares will be issued in payment for Stock Appreciation Rights, but instead cash will be paid for a fraction or, if the Committee should so determine, the number of Shares will be rounded downward to the next whole Share.

(c) Limitations . The Committee may impose, in its discretion, such conditions upon the exercisability or transferability of Stock Appreciation Rights as it may deem fit.

9. Other Stock-Based Awards

(a) Generally . The Committee, in its sole discretion, may grant the right to purchase Shares, Awards of Shares, Awards of restricted Shares, Awards of phantom stock units and other Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares (“Other Stock-Based Awards”). Such Other Stock-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall determine, including, without limitation, the right to receive one or more Shares (or the

equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Committee shall determine: (a) the number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards; (b) whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and (c) all other terms and conditions of such Other Stock-Based Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable).

(b) Performance-Based Awards . Notwithstanding anything to the contrary herein, certain other Stock-Based Awards granted under this Section 9 may be granted in a manner which is deductible by the Company under Section 162(m) of the Code (or any successor section thereto) (such awards, “Performance-Based Awards”). A Participant’s Performance-Based Award shall be determined based on the attainment of written performance goals approved by the Committee for a performance period established by the Committee (i) while the outcome for that performance period is substantially uncertain and (ii) no more than 90 days after the commencement of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25 percent of the relevant performance period. The performance goals, which must be objective, shall be based upon one or more of the following criteria; (i) consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); (ii) net income; (iii) operating income; (iv) earnings per Share; (v) book value per Share; (vi) return on shareholder’s equity; (vii) expense management; (viii) return on investment; (ix) improvements in capital structure; (x) profitability of an identifiable business unit or product; (xi) maintenance or improvement of profit margins; (xii) stock price; (xiii) market share; (xiv) revenues or sales; (xv) costs; (xvi) cash flow; (xvii) working capital and (xviii) return on assets. The foregoing criteria may relate to the Company, one or more of its Subsidiaries or one or more of its divisions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one ore more peer group companies or indices, or any combination thereof, all as the Committee shall determine. In addition, to the degree consistent with Section 162(m) of the Code (or any successor section thereto), the performance goals may relate to the Company, one or more of its Subsidiaries or one or more of its divisions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as the Committee shall determine. In addition, to the degree consistent with Section 162(m) of the Code (or any successor section thereto), the performance goals may be calculated without regard to the extraordinary items. The maximum amount of a Performance-Based Award during a calendar year to any Participant shall be; (x) with respect to Performance-Based Awards that are Options or Stock Appreciation Rights shall be 500,000 shares and (y) with respect to Performance-Based Awards that are not Options or Stock Appreciation Rights shall be $4,000,000; provided that in no event shall the aggregate Fair Market Value of the Shares underlying all Awards granted to a Participant during a calendar year (including the Black-Scholes value of any Options or Stock Appreciation Rights), exceed $4,000,000. The Committee shall determine whether, with respect to a performance period, the applicable performance goals have been met with respect to a given Participant and, if they have, to so certify and ascertain the amount of the applicable Performance-Based Award. No Performance-Based Awards will be paid for such performance period until such certification is made by the

Committee. The amount of the Performance-Based Award actually paid to a given Participant may be less than the amount determined by the applicable performance goal formula, at the discretion of the Committee. The amount of the Performance-Based Award determined by the Committee for a performance period shall be paid to the Participant at such time as determined by the Committee in its sole discretion after the end of such performance period; provided that a Participant may, if and to the extent permitted by the Committee and consistent with the provisions of Sections 162(m) and 409A of the Code, elect to defer payment of a Performance-Based Award.

10. Adjustments Upon Certain Events

Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Awards granted under the Plan:

(a) Generally . In the event of any change in the outstanding Shares after the Effective Date by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination or transaction or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares other than regular cash dividends or any transaction similar to the foregoing, the Committee in its sole discretion and without liability to any person may make such substitution or adjustment, if any, as it deems to be equitable, as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the Option Price or exercise price of any Stock Appreciation Right and/or (iii) any other affected terms of such Awards. Except in a manner consistent with the foregoing, neither the Compensation Committee nor the Board shall have authority to change the exercise price of previously granted stock options.

(b) Change in Control . To the extent not prohibited or penalized under Section 409A of the Code, the event of a Change of Control after the Effective Date, the Committee may, in its sole discretion, provide for the (i) termination of an Award upon the consummation of the Change of Control, but only if such Award has vested and is paid out or the Participant has been permitted to exercise the Option in full for a period of not less than 30 days prior to the Change of Control, (ii) acceleration of the vesting of all or any portion of an Award, (iii) payment of an amount (in cash or, in the discretion of the Committee, in the form of consideration paid to shareholders of the Company in connection with such Change of Control) in exchange for the cancellation of an Award, which, in the case of Options and Stock Appreciation Rights, may equal the excess, if any, of the Fair Market Value of the Shares subject to such Options or Stock Appreciation Rights over the aggregate Option Price or grant price of such Option or Stock Appreciation Rights, and/or (iv) issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted hereunder.

11. No Right to Employment or Awards

The granting of an Award under the Plan shall impose no obligation on the Company or any of its Affiliates to continue the Employment of a Participant and shall not lessen or affect the Company’s or its Affiliates’ rights to terminate the Employment of such Participant. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the

Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

12. Successors and Assigns

The Plan shall be binding on all successors and assigns of the Company and a Participant, including without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

13. Nontransferability of Awards

Unless otherwise determined by the Committee, an Award shall not be transferable or assignable by the Participant other than by will or by the laws of descent and distribution. An Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant.

14. Awards Subject to the Plan

In the event of a conflict between any term or provision contained in the Plan and a term or provision in any Award Agreement, the applicable terms and provisions of the Plan will govern and prevail.

15. Severability

If any provision of the Plan or any Award is, becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

16. Amendments or Termination

(a) Amendments or Termination of the Plan . The Committee may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made, without the written consent of a Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan; provided that the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws. Shareholder approval for certain amendments may also be required by NYSE, tax or regulatory requirements.

(b) Amendments to Awards . The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or retroactively; provided that no waiver, amendment, alteration, suspension, discontinuation, cancellation or termination shall impair the rights of any Participant or any holder or beneficiary of any Award theretofore granted without the consent of the affected Participant, holder or beneficiary.

(c) Compliance with Section 409A of the Code . Without limiting the generality of the foregoing paragraphs (a) and (b) of this Section 16 and notwithstanding anything herein to the contrary, this Plan and Awards issued hereunder shall be interpreted in accordance with the requirements of Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation, any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any amounts payable hereunder will be taxable to a Participant, under Section 409A of the Code and related Department of Treasury guidance, then prior to payment to such Participant of such amount, the Company may (a) adopt such amendments to the Plan and Awards and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder and/or (b) take such other actions as the Committee determines necessary or appropriate to comply with the requirements of Section 409A of the Code.

17. Other Benefit Plans

All Awards shall constitute a special incentive payment to the Participant and shall not be taken into account in computing the amount of salary or compensation of the Participant for the purpose of determining any benefits under any pension, retirement, profit-sharing, bonus, life insurance or other benefit plan of the Company or under any agreement between the Company and the Participant, unless such plan or agreement specifically provides otherwise.

18. Choice of Law

The Plan shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws, and except as otherwise provided in the pertinent Award Agreement, any and all disputes between a Participant and the Company or any Affiliate relating to an Award shall be brought only in a state or federal court of competent jurisdiction sitting in New York, New York.

19. Effectiveness of the Plan

The Plan shall be effective as of the Effective Date and, unless earlier terminated by the Committee, the Plan shall remain in effect until the exercise, forfeiture or expiration of all Awards granted pursuant to the Plan prior to the Effective Date.

Exhibit 4.4


		Nalco Company 1601 West Diehl Road Naperville, IL 60563-1198 USA

February 19, 2008

Confidential
Mr. J. Erik Fyrwald

Dear Erik:

We are pleased to confirm to you our offer of employment with Nalco Holding Company (the “Company”) according to the terms set forth in this letter:

Position; Title:		You will serve as the Company’s chief executive with the title of President and Chief Executive Officer. We anticipate that you will serve as Chairman of the Company’s Board of Directors and will continue to hold such position during your tenure as President and Chief Executive Officer, subject to election to the Board by the Company’s shareholders and election to the Chairman role by the Company’s directors.

Commencement Date:		We expect you to commence your employment on a mutually agreed date (the “Commencement Date”) as soon as practicable, but in no event later than March 1, 2008.

Base Salary:		Your base salary will be $850,000 per annum, to be reviewed annually by our Compensation Committee and subject to periodic adjustment in accordance with the Company’s executive compensation program. Our executive board members do not receive separate compensation for their service on our boards.

Annual Incentive Plan:		You will participate with other senior management in the Management Incentive Plan of Nalco Company (the “MIP”) administered by the Compensation Committee. The amounts awarded each year will be determined by the Compensation Committee typically targeting a percentage of a participating employee’s base salary, and dependent upon the level of achievement of various personal and/or Company performance objective(s) established by the Compensation Committee early in the fiscal year.

		Payment of amounts earned under the MIP, once determined by the Committee, will be made within two and one-half months following the end of the fiscal year. For the initial year your target payout under the MIP will be 100% of your base salary, with a range of award to be earned of 0% to 200% of target based on performance. The Compensation Committee intends to utilize adjusted EBITDA, cash flow, and EPS growth relative to peers in establishing performance goals for the FY08 MIP awards.

Annual Stock Awards:		The Company currently intends to include annual equity grants of stock options and performance shares (“Stock Awards”) under the Company’s 2004 Stock Incentive Plan (the “Stock Plan”) (or outside of the Stock Plan, as necessary) as a component of its executive compensation program. The amounts, terms, timing, and mix of the Stock Awards will be determined annually by the Compensation Committee based on various factors. For the initial year, you will receive Stock Awards with an aggregate fair value on the date of grant of approximately 350% of your annual base salary. The valuation will be based on application of the stock-based compensation pricing model as then adopted by the Company. Your annual Stock Awards will be evidenced by separate Award Agreements issued in accordance with the Stock Plan. For FY08, you will receive a grant of 225,000 stock options and 75,000 performance shares at target (with the performance period covering 2008-10), each having a value of approximately $1.5M, for a total long term incentive of $3.0M. You will also be granted a transition grant of 50,000 performance shares at target having a value of approximately $1.0M. The performance period will cover 2008 performance only with earned shares, if any, vesting upon continued employment through the end of 2010. These equity grants shall be subject to the same terms and conditions as stated in the Stock Plan. Executive shall be employed by the Company on the date of vesting as a condition to vesting unless Executive’s employment has been terminated due to death or disability. Per Company policy, all grants will be made on the fifth business day of the month following your commencement date, i.e., March 7, 2008.

Initial Equity Grants:		You will receive the following equity grants: Stock options: You will receive a grant of 150,000 stock options

		valued at approximately $1.0M. Such options will be issued with an exercise price based on the closing price on the date of grant, will have a 10 year term from the date of this grant, and will vest 50% on each of the 3rd and 4th anniversaries of the date of grant. Restricted shares: You will receive 200,000 restricted shares having a value of approximately $4.0M as of the date of grant and such shares will vest 50% on each of the 3rd and 4th anniversaries of the date of grant. The foregoing grant of stock options and restricted shares will also vest upon a termination by the Company without Cause or a termination by you for Good Reason as defined in the Severance Agreement. Your restricted shares and stock options will be evidenced by separate Award Agreements issued in accordance with the terms and conditions substantially similar to those in the Stock Plan (if such awards are issued outside of the Stock Plan). Per Company policy, all grants will be made on the fifth business day of the month following your commencement date, i.e., March 7, 2008.

Equity Ownership Policy:		The Company maintains equity ownership requirements for its executive officers. The Chief Executive Officer is expected to own Company stock worth five times (5x) his or her annual salary. You will have five (5) years in which to meet this equity ownership requirement. The Company will provide you with additional details on the policy and how it is applied.

Severance Agreement and Representations:		The Company intends to enter into a Severance Agreement with you contemporaneous with your acceptance of this letter agreement. Your Severance Agreement will provide for certain severance payments and continuation of certain benefits for a period following (i) a termination by the Company without Cause or a termination by you for Good Reason (as such terms are defined in the Severance Agreement), and (ii) execution and delivery to the Company of a prescribed form of waiver and release. Your Severance Agreement also will impose certain restrictive covenants on you, including matters pertaining to confidentiality, cooperation, non-competition, non-solicitation, and non-disparagement. Your severance protection includes the following: (i) severance payment under the Severance Agreement equal to two times (2x) the sum of your base salary and target MIP (defined above) payment, plus a

		prorata MIP payment for the year in which the termination occurs; (ii) 18 months of continued medical and dental coverage for which you will only pay the active employee rate(s); (iii) Eligibility for certain outplacement services following termination; and If the termination occurs following a Change in Control, an excise tax gross-up payment if your severance and related payments are subject to excise tax under Section 280G of the Internal Revenue Code of 1986, as amended from time to time, and the regulations issued thereunder, but which shall only be payable if your after-tax benefits exceed by ten percent (10%) the amount you would receive if your benefits and payments were capped at the maximum that could be paid to you without the imposition of such excise tax. You represent and warrant that: (i) there are no contractual or legal impediments that restrict your acceptance of employment with Nalco or would in any way restrict your performance of your job and (ii) you will not bring or use any confidential or proprietary information or property of any prior employer.

Transition Assistance:		You will be covered by the Company’s standard relocation program plus up to $15,000 of legal fees related to the initiation of your employment with the Company.

Benefits and Perquisites:		You will be eligible for the standard retirement programs and other health and welfare benefit programs as outlined in the term sheet.

This letter agreement, including the various separate agreements referred to herein, embodies the full contents of your employment offer. We would like and expect a response to this offer letter by February 21, 2008, at which time this offer expires.

Erik, we are very excited about the prospect of your joining Nalco. We look forward to welcoming you to the Company.

		Sincerely yours,

		NALCO HOLDING COMPANY


		/s/ Rodney F. Chase
		Rodney F. Chase
		Interim Chairman of the Board


		/s/ Stephen N. Landsman
		Stephen N. Landsman
		Vice President and General Counsel

		Pursuant to Authorization of the Board of Directors

Accepted:

/s/ J. Erik Fyrwald		February 21, 2008
J. Erik Fyrwald		Date

Exhibit 5.1

[Ecolab Inc. Letterhead]

Ecolab Inc.

370 Wabasha Street North

St. Paul, Minnesota 55102

December 2, 2011

Re: Issuance of Ecolab Inc. Common Stock .

Ladies and Gentlemen:

I am the General Counsel and Secretary of Ecolab Inc., a Delaware corporation (the “Company”), and have acted as counsel for the Company in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), for the purpose of registering under the Securities Act shares of the Company’s Common Stock, $1.00 par value per share (the “Shares”), in connection with the Company’s assumption of the Second Amended and Restated Nalco Holding Company 2004 Stock Incentive Plan (the “Amended Nalco Plan”) and the employment letter agreement dated as of February 22, 2008 between Nalco Holding Company, a Delaware corporation (“Nalco”) and J. Erik Fyrwald (the “Fyrwald Agreement”) and the addition of Shares that were formerly reserved for issuance pursuant to the Amended Nalco Plan to the Ecolab Inc. 2010 Stock Incentive Plan (the “Ecolab Plan”) in accordance with the terms of the Ecolab Plan.

In connection with this opinion, I or attorneys under my supervision have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents (including the Amended Nalco Plan, the Fyrwald Agreement and the Ecolab Plan), corporate records, certificates and other instruments as I have deemed necessary or advisable for purposes of expressing the opinions contained herein.

In connection with this opinion expressed below, I have assumed (i) the accuracy, completeness and authenticity of all documents reviewed and the genuineness of all signatures, (ii) the conformity of all copies of documents reviewed to the originals thereof and (iii) the legal capacity of all natural persons who are signatories of documents reviewed. In addition, I have assumed, but not verified, the accuracy of the factual matters presented by each document reviewed.

Based upon and subject to the foregoing, and subject to the other qualifications and limitations set forth herein, I am of the opinion that:

1. The Company has the corporate authority to issue the Shares pursuant to the terms of each of the Amended Nalco Plan, the Fyrwald Agreement and the Ecolab Plan.

2. The Shares, when issued or transferred, delivered and paid for in accordance with the Amended Nalco Plan, the Fyrwald Agreement and the Ecolab Plan, as applicable, will be validly issued and, subject to any restrictions imposed by the Amended Nalco Plan, the Fyrwald Agreement and the Ecolab Plan, as applicable, fully paid and non-assessable.

The opinions expressed herein are limited to the General Corporation Law of the State of Delaware, including the statutory provisions, applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such laws, and I do not express any opinion with respect to any other law.

Any change in applicable law or in the facts or documents on which my opinion is based, or any inaccuracy of the representations, warranties or assumptions on which I have relied, may affect the validity of the foregoing opinion. This opinion letter is expressly limited to the matters set forth above, and I express no opinion, whether by implication or otherwise, as to any other matters. The opinion expressed above is given as of the date of this opinion letter, and I disclaim any obligation to update or supplement this opinion letter, regardless of any change after the date hereof in any applicable law or my awareness after the date hereof of any facts that may change the opinions expressed above or any inaccuracy of the representations, warranties or assumptions upon which I have relied in rendering this opinion letter. This

opinion letter is an expression of my professional judgment on the legal issues expressly addressed herein and is provided as a legal opinion only and not as a guaranty or warranty of the matters discussed herein.

I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement.

	Very truly yours,

	/s/ James J. Seifert
	James J. Seifert
	General Counsel and Secretary

Exhibit 15.1

December 2, 2011

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We are aware that our reports dated May 5, 2011, August 4, 2011 and October 31, 2011 on our review of interim financial information of Ecolab Inc. for the three-month periods ended March 31, 2011 and 2010, for the three and six-month periods ended June 30, 2011 and 2010 and for the three and nine-month periods ended September 30, 2011 and 2010 and included in the Company’s quarterly reports on Form 10-Q for the quarters ended March 31, 2011, June 30, 2011 and September 30, 2011, respectively, are incorporated by reference in the Post-Effective Amendment on Form S-8 to its Registration Statement on Form S-4 dated December 2, 2011.

Very truly yours,

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Minneapolis, Minnesota

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Post-Effective Amendment on Form S-8 to the Registration Statement on Form S-4 of Ecolab Inc. of our report dated February 25, 2011 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the 2010 Annual Report to Shareholders, which is incorporated by reference in Ecolab Inc.’s Annual Report on Form 10-K for the year ended December 31, 2010. We also consent to the reference to us as experts under the heading “Independent Registered Public Accounting Firm” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Minneapolis, Minnesota

December 2, 2011

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Post-Effective Amendment on Form S-8 to the Registration Statement on Form S-4 of Ecolab Inc. of our report dated February 25, 2011 relating to the financial statements of Nalco Holding Company for the year ended December 31, 2010, which appears in Ecolab Inc.’s Current Report on Form 8-K filed on December 2, 2011.

/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
December 2, 2011

Exhibit 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment on Form S-8 to the Registration Statement (No. 333-176601) on Form S-4 of Ecolab Inc. of our report dated February 26, 2010 with respect to the consolidated financial statements of Nalco Holding Company as of December 31, 2009 and for each of the two years in the period ended December 31, 2009 , which appears in Ecolab Inc.’s Current Report on Form 8-K filed on December 2, 2011 with the Securities and Exchange Commission.

/s/ Ernst & Young LLP
Ernst & Young LLP
Chicago, Illinois
December 2, 2011

Exhibit 99.1

[Letterhead of]

Baker & McKenzie LLP

December 1, 2011

Ecolab Inc.
370 Wabasha Street North
St. Paul, Minnesota 55102

RE: Agreement and Plan of Merger Among Ecolab Inc., Sustainability Partners Corporation and Nalco Holding Company

Ladies and Gentlemen:

We have acted as counsel for Ecolab Inc., a Delaware corporation (the “Company”), in connection with the Agreement and Plan of Merger dated as of July 19, 2011 (the “Agreement”), among Ecolab, Sustainability Partners Corporation, a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Nalco Holding Company, a Delaware corporation (“Nalco”), whereby Nalco will merge with and into Merger Sub (the “Merger”) with Merger Sub becoming the “Surviving Corporation”, on the terms and conditions set forth therein. For purposes of this opinion, capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in the Agreement and references herein to the Agreement shall include all exhibits and schedules thereto. This opinion is delivered pursuant to Section 8.2(d) of the Agreement.

We have examined the (i) the Agreement, (ii) the registration statement of Ecolab on Form S-4 (the “Registration Statement”) and (iii) the representation letters of the Company (together with Merger Sub) and Nalco delivered to us for purposes of this opinion (the “Representation Letters”). In addition, we have examined, and relied as to matters of fact upon, originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments and made such other inquiries as we have deemed necessary or appropriate to enable us to render the opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing.

In rendering such opinion, we have assumed, with your permission, that (i) the Merger will be effected in accordance with the Agreement, (ii) the statements concerning the Merger set forth in the Agreement and the Registration Statement are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, (iii) the representations made by the Company (together with Merger Sub) and Nalco in their respective Representation Letters are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time and (iv) any representations made in the Agreement or the Representation Letters “to the knowledge of”, or based on the belief of the Company, Merger Sub or Nalco or similarly qualified are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, in each case without such qualification and (v) all applicable reporting requirements have been or will be satisfied. We have also assumed that the parties have complied with and, if applicable, will continue to comply with, the covenants contained in the Agreement. If any of the above described assumptions are untrue for any reason,

our opinion as expressed below may be adversely affected and may not be relied upon.

Based upon the foregoing, and subject to the limitations, qualifications and assumptions stated herein, in our opinion (i) the Merger will be treated for U.S. Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) each of Ecolab, Merger Sub, and Nalco will be a party to such reorganization within the meaning of Section 368(b) of the Code.

We express our opinion herein only as to those matters specifically set forth above and no opinion should be inferred as to the tax consequences of the Merger under any state, local or foreign laws, or with respect to other areas of U.S. Federal taxation. We do not express any opinion herein concerning any law other than the Federal law of the United States.

Our opinion is based on current statutory, regulatory and judicial authority, any of which might be changed at any time with retroactive effect. We disclaim any undertaking to advise you of any subsequent changes of the matters stated, represented or assumed herein or any subsequent changes in applicable law, regulations or interpretations thereof.

We hereby consent to the filing of this opinion in Exhibit 99.1 to the Registration Statement.

To ensure compliance with requirements by the Internal Revenue Service, we inform you that: (i) any U.S. Federal tax advice contained in this document (including any attachment) is not intended or written by us to be used, and cannot be used, by any taxpayer for the purpose of avoiding tax penalties under the Code; (ii) such advice was written in connection with the promotion or marketing of the transaction or matters addressed herein; and (iii) taxpayers should seek advice based on their particular circumstances from an independent tax advisor.

	Very truly yours,

	/s/ Baker & McKenzie LLP

	Baker & McKenzie LLP

Exhibit 99.2

[Letterhead of]

CRAVATH, SWAINE & MOORE LLP

[New York Office]

December 1, 2011

Nalco Holding Company

Tax Opinion Regarding Merger

Ladies and Gentlemen:

We have acted as counsel for Nalco Holding Company, a Delaware corporation (“Nalco”), in connection with the Agreement and Plan of Merger dated as of July 19, 2011 (the “Agreement”), among Ecolab Inc., a Delaware corporation (“Ecolab”), Sustainability Partners Corporation, a Delaware corporation and a direct, wholly owned Subsidiary of Ecolab (“Merger Sub”), and Nalco, whereby Nalco will merge with and into Merger Sub (the “Merger”) with Merger Sub becoming the “Surviving Corporation”, on the terms and conditions set forth therein. For purposes of this opinion, capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in the Agreement and references herein to the Agreement shall include all exhibits and schedules thereto. This opinion is delivered pursuant to Section 8.3(c) of the Agreement.

We have examined (i) the Agreement, (ii) the registration statement of Ecolab on Form S-4 (the “Registration Statement”) and (iii) the representation letters of Ecolab (together with Merger Sub) and Nalco delivered to us for purposes of this opinion (the “Representation Letters”). In addition, we have examined, and relied as to matters of fact upon, originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments and made such other inquiries as we have deemed necessary or appropriate to enable us to render the opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing.

In rendering such opinion, we have assumed, with your permission, that (i) the Merger will be effected in accordance with the Agreement, (ii) the statements concerning the Merger set forth in the Agreement and the Registration Statement are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, (iii) the representations made by Ecolab (together with Merger Sub) and Nalco in their respective Representation Letters and in the Agreement are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, (iv) any representations or statements made in the Agreement or the Representation Letters “to the knowledge of”, or based on the belief of Ecolab, Merger Sub or Nalco or similarly qualified are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, in each case without such qualification and (v) all applicable reporting requirements have been or will be satisfied. We have also assumed that the parties have satisfied and complied with and, if applicable, will continue to satisfy and comply with, the relevant covenants and obligations contained in the Agreement and the various other documents related thereto. If any assumption above is untrue for any reason, our opinion might be adversely affected and may not be relied upon.

Based upon the foregoing, and subject to the limitations, qualifications and assumptions stated herein, in our opinion (i) the Merger will be treated for U.S. Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) each of Nalco, Ecolab and Merger Sub will be a party to such reorganization within the meaning of Section 368(b) of the Code.

We hereby consent to the filing of this opinion as Exhibit 99.2 to the Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement.

To ensure compliance with requirements imposed by the IRS, we inform you that: (i) any U.S. Federal tax advice contained in this document (including any attachment) is not intended or written by us to be used, and cannot be used, by any taxpayer for the purpose of avoiding tax penalties under the Internal Revenue Code; (ii) such advice was written in connection with the promotion or marketing of the transactions or matters addressed herein; and (iii) taxpayers should seek advice based on their particular circumstances from an independent tax advisor.

	Very truly yours,


	/s/ CRAVATH, SWAINE & MOORE LLP

Nalco Holding Company
1601 West Diehl Road
Naperville, Illinois 60563-1198