0001104659-12-082587 Sample Contracts

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • December 7th, 2012 • Ecolab Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Delaware

This Amendment No. 2 to Rights Agreement (this “Amendment”) is dated as of December 6, 2012 (the “Effective Date”) and amends the Rights Agreement, dated as of February 24, 2006, as amended on May 4, 2012 (the “Rights Agreement”), between Ecolab Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., successor Rights Agent to Computershare Investor Services, LLC, a Delaware limited liability company, as Rights Agent (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Rights Agreement.

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