0001104659-04-006565 Sample Contracts

AMENDMENT NO. 2 to CREDIT AGREEMENT (364 Day Facility) Dated as of October 30, 2003
Credit Agreement • March 5th, 2004 • Ecolab Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • New York

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (“Amendment”), dated as of October 30, 2003, is entered into by and among Ecolab Inc., a Delaware corporation (the “Borrower”), the financial institutions party hereto (the “Banks”), and Citicorp USA, Inc. (“Citicorp”), as administrative agent (the “Agent”) for the Banks. Each capitalized term used herein and not defined herein shall have the meaning ascribed thereto in the below-defined “Credit Agreement”.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 5th, 2004 • Ecolab Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Delaware

AGREEMENT, effective as of , , between Ecolab Inc., a Delaware corporation (the “Company”), and (the “Director”), a director of the Company;

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