S-8

As filed with the Securities and Exchange Commission on October 30, 2014

Registration No. 333-        

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ECOLAB INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 41-0231510
(I.R.S. Employer
Identification Number)

370 Wabasha Street North

St. Paul, Minnesota 55102

(Address of Registrant’s Principal Executive Office) (Zip Code)

ECOLAB SAVINGS PLAN AND ESOP FOR

TRADITIONAL BENEFIT EMPLOYEES

(Full Title of the Plan)

James J. Seifert

Executive Vice President, General Counsel and Secretary

Ecolab Inc.

370 Wabasha Street North

St. Paul, Minnesota 55102

1-800-232-6522

(Name and Address, Including Zip Code, and 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 (Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be registered(1)(2)	Proposed maximum offering price per share(3)		Proposed maximum aggregate offering price(3)		Amount of registration fee(3)
Common Stock, par value $1.00 per share	8,000,000 shares	$	108.75	$	870,000,000	$	101,094.00

(1)In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described in this Registration Statement.

(2)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 Savings Plan and ESOP for Traditional Benefit Employees if the antidilution provisions of such plan become operative.

(3)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act.  This fee is calculated based upon the average of the high and low sale prices of Common Stock on October 29, 2014 as reported on the Consolidated Transaction Reporting System of the New York Stock Exchange.

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 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 Ecolab or by the Ecolab Savings Plan and ESOP for Traditional Benefit Employees (the “Plan”) with the SEC are incorporated by reference in this Registration Statement:

(1)Ecolab’s Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 28, 2014;

(2)The Plan’s Annual Report on Form 11-K for the year ended December 31, 2013, filed on June 25, 2014;

(3)All other reports filed by Ecolab pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since December 31, 2013;  and

(4)The description of Ecolab’s common stock contained in its registration statement on Form 8-A, including any amendments or reports filed for the purpose of updating that description.

All documents filed by Ecolab or the Plan 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 Ecolab’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 those 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 Ecolab’s Annual Report on Form 10-K for the year ended December 31, 2013 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the Champion

2

business Ecolab acquired during 2013) 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 consolidated financial information of Ecolab for the three-month periods ended March 31, 2014 and 2013, the six-month periods ended June 30, 2014 and 2013 and the nine-month periods ended September 30, 2014 and 2013, 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 8, 2014, August 7, 2014 and October 30, 2014 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.

The financial statements of the Plan incorporated in this Registration Statement by reference to the Plan’s Annual Report on Form 11-K for the year ended December 31, 2013 have been so incorporated in reliance on the report of McGladrey LLP, an independent registered accounting firm, given on the authority of said firm as experts in auditing and accounting.

Item 4.Description of Securities.

Not applicable.

Item 5.Interests of Named Experts and Counsel.

The validity of the securities subject to this Registration Statement has been passed upon by David F. Duvick, Senior SEC Counsel and Assistant Secretary for Ecolab.  Mr. Duvick beneficially owns, or has the right to acquire, shares of Common Stock, including options to purchase Common Stock, under Ecolab stock incentive plans.  Mr. Duvick is eligible to participate in the Plan.

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

3

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 the 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; that 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 the 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 ommission 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 Ecolab’s By-Laws provides for indemnification of Ecolab’s officers and directors to the full extent allowed by Delaware law.

In addition, Article IV of Ecolab’s Restated Certificate of Incorporation provides that Ecolab’s directors do not have personal liability to Ecolab or its stockholders for monetary damages for any breach of their fiduciary duty as directors, except (1) for a breach of the duty of loyalty, (2) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, (3) 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 (4) 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 Ecolab or its stockholders for any violation of their fiduciary duty.

Ecolab has directors and officers liability insurance which protects each director or officer from certain claims and suits, including stockholder derivative suits, even where the director may be determined to not be entitled to indemnification under the General Corporation Law of Delaware and claims and suits arising under the Securities Act.  The policy may also afford coverage under circumstances where the facts do not justify a finding that the director or officer acted in good faith and in a manner that was in or not opposed to the best interests of Ecolab.

Ecolab 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, trustee, agent or fiduciary of Ecolab or is or was serving at the request of Ecolab 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 Ecolab has the burden of proving that a director is not entitled to indemnification in any particular case.

4

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

Item 7.Exemptions from Registration Claimed.

Not applicable.

Item 8.    Exhibits

The following exhibits are filed with or incorporated by reference into this Registration Statement:

Exhibit No.	Description
4.1	Restated Certificate of Incorporation of Ecolab Inc., effective as of January 2, 2013 (incorporated by reference to Exhibit (3.2) of Ecolab’s Form 8-K dated January 2, 2013. (File No. 001-9328)).
4.2	By-Laws, as amended through February 26, 2010 (incorporated by reference to Exhibit (3.2) of Ecolab’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 001-9328)).
4.3	(i)	Ecolab Savings Plan and ESOP for Traditional Benefit Employees, effective January 1, 2013 (incorporated by reference to Exhibit 4.3 of Ecolab’s Form S-8 as filed with the SEC on October 30, 2013 (SEC file number 333-184650)).
	(ii)	First Amendment to Ecolab Savings Plan and ESOP for Traditional Benefit Employees, effective as of January 1, 2013 (filed herewith electronically).
	(iii)	Second Amendment to Ecolab Savings Plan and ESOP for Traditional Benefit Employees, effective as of January 1, 2013 (filed herewith electronically).
	(iv)	Third Amendment to Ecolab Savings Plan and ESOP for Traditional Benefit Employees, effective January 1, 2014 (filed herewith electronically).
	(v)	Fourth Amendment to Ecolab Savings Plan and ESOP for Traditional Benefit Employees, effective October 27, 2014 (filed herewith electronically).
5.1	Opinion and Consent of David F. Duvick (filed herewith electronically).
5.2	Opinion and Consent of Oppenheimer Wolff and Donnelly LLP (filed herewith electronically).
15.1	Awareness Letter of PricewaterhouseCoopers LLP (filed herewith electronically).
23.1	Consent of David F. Duvick (included in Exhibit 5.1).
23.2	Consent of Oppenheimer Wolff and Donnelly LLP (included in Exhibit 5.2).
23.3	Consent of PricewaterhouseCoopers LLP (filed herewith electronically).
23.4	Consent of McGladrey LLP (filed herewith electronically).
24.1	Powers of Attorney (filed herewith electronically).

Item 9.Undertakings.

(a)   The undersigned registrant hereby undertakes:

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

5

(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 this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this 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 SEC pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

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

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this 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.

(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 undersigned 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 this 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 SEC 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.

6

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 of 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 October 30, 2014.

ECOLAB INC.
By:	/s/Douglas M. Baker, Jr.
	Douglas M. Baker, Jr.
	Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on October 30, 2014 by the following persons in the capacities indicated.

Signature	Title
/s/Douglas M. Baker, Jr.	Chairman of the Board and Chief Executive Officer (principal executive officer) and Director
Douglas M. Baker, Jr.
/s/Daniel J. Schmechel	Chief Financial Officer (principal financial officer)
Daniel J. Schmechel
/s/Bryan L. Hughes	Senior Vice President and Corporate Controller (principal accounting officer)
Bryan L. Hughes
/s/Theodore D. Herzog
Theodore D. Herzog, as attorney-in-fact for Barbara J. Beck, Leslie S. Biller, Carl M. Casale, Stephen I. Chazen, Jerry A. Grundhofer, Arthur J. Higgins, Joel W. Johnson, Michael Larson, Jerry W. Levin, Robert L. Lumpkins, Victoria J. Reich, Suzanne M. Vautrinot and John J. Zillmer	Directors

Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have 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 October 30, 2014.

ECOLAB SAVINGS PLAN AND ESOP FOR TRADITIONAL BENEFIT EMPLOYEES

By:	/s/Suzanne M. Hanson
	Suzanne M. Hanson
	Vice President, Global Benefits
	Human Resources
	Ecolab Inc.
	(Plan Administrator)

7

ECOLAB INC.

REGISTRATION STATEMENT ON FORM S-8

INDEX TO EXHIBITS

Exhibit  No.	Description		Method of Filing
4.1	Restated Certificate of Incorporation of Ecolab Inc., effective as of January 2, 2013.		Incorporated by reference to Exhibit (3.2) of Ecolab’s Form 8-K dated January 2, 2013 (File No. 001-9328)
4.2	By-Laws, as amended through February 26, 2010.		Incorporated by reference to Exhibit 3.2 of Ecolab’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 001-9328)
4.3	(i)	Ecolab Savings Plan and ESOP for Traditional Benefit Employees, effective January 1, 2013.	Incorporated by reference to Exhibit 4.3 of Ecolab’s Form S-8 as filed with the SEC on October 30, 2013 (File No. 333-184650)
	(ii)	First Amendment to Ecolab Savings Plan and ESOP for Traditional Benefit Employees, effective as of January 1, 2013.	Filed herewith electronically
	(iii)	Second Amendment to Ecolab Savings Plan and ESOP for Traditional Benefit Employees, effective as of January 1, 2013.	Filed herewith electronically
	(iv)	Third Amendment to Ecolab Savings Plan and ESOP for Traditional Benefit Employees, effective January 1, 2014.	Filed herewith electronically
	(v)	Fourth Amendment to Ecolab Savings Plan and ESOP for Traditional Benefit Employees, effective October 27, 2014.	Filed herewith electronically
5.1	Opinion and Consent of David F. Duvick		Filed herewith electronically
5.2	Opinion and Consent of Oppenheimer Wolff and Donnelly LLP.		Filed herewith electronically
15.1	Awareness Letter of PricewaterhouseCoopers LLP		Files herewith electronically
23.1	Consent of David F. Duvick.		Included in Exhibit 5.1
23.2	Consent of Oppenheimer Wolff and Donnelly LLP.		Included in Exhibit 5.2
23.3	Consent of PricewaterhouseCoopers LLP.		Filed herewith electronically
23.4	Consent of McGladrey LLP.		Filed herewith electronically
24.1	Powers of Attorney.		Filed herewith electronically

8

EX-4.3(II)

Exhibit 4.3(ii)

ECOLAB SAVINGS PLAN AND ESOP

FOR TRADITIONAL BENEFIT EMPLOYEES

2013

First Amendment

Pursuant to Section 10.2 of the “Ecolab Savings Plan and ESOP for Traditional Benefit Employees,” the Company amends the Plan, effective as of January 1, 2013, as follows:

1.  Section 2.1 Eligibility is amended to read as follows:

“2.1Eligibility

(A)Each individual who is determined by the Plan Administrator, as of December 31, 2012, to have an accrued benefit under the final average pay formula or the 5% cash balance formula of the Ecolab Pension Plan, by reason of participation in that plan on or before January 1, 2007, and who has an Account balance under the Ecolab Savings Plan and ESOP on December 31, 2012, will be a Participant in this Plan.

(B)An individual who is a Beneficiary or an Alternate Payee with respect to a Participant described in Subsection (A) above and has an Account balance under the Ecolab Savings Plan and ESOP on December 31, 2012, will have an Account under this Plan as of January 1, 2013, consisting of the account transferred from the Ecolab Savings Plan and ESOP.

(C)No other individual will become a Participant.”

2.The following Section 2.7 Transfer of Accounts is added to Article 2.

“2.7Transfer of Accounts

If, a Participant who has (i) terminated employment, (ii) been rehired by an Affiliated Organization and (iii) accrued a benefit under the Ecolab Savings Plan and ESOP requests a hardship withdrawal or a loan from this Plan or from the Ecolab Savings Plan and ESOP, his or her Accounts will be transferred to the Ecolab Savings Plan and ESOP in a trust to trust transfer.  Each of his Accounts will be credited to the corresponding account under the transferee plan.”

3.Subsection (B) of Section 5.3 Transfer Among Investment Funds is amended to read as follows:

“(B)A Participant’s right to transfer investments will be subject to, and limited by, restrictions imposed by the managers of the investment funds involved in the transfer.  A Participant subject to Section 16(b) of the Securities Exchange Act must inform the Company prior to completing any transactions involving the Ecolab Stock Fund.”

4.Subsection (B)(2) of Section 6.1 Non-Hardship Withdrawals is amended to read as follows:

“(2)Accounts other than the Roth 401(k) Account. Withdrawals under this clause will be charged in the following order: After-Tax Savings Contribution Account; Rollover Account; Before-Tax Savings Contribution Account; Matching Account; and Profit Sharing Account.”

5.Subsection (D) of Section 8.1 Distribution Events is amended to read as follows:

“(D)Any distribution to the Participant’s Beneficiary will be made not later than the last day of the year following the year in which the Participant’s death occurs; provided, that, the surviving Spouse of a Participant who died before January 1, 2013, will retain the option he or she had under prior plan provisions to defer distribution to a specified date not later than the date the Participant would have attained age 70-1/2.  If such a surviving Spouse dies prior to distribution of benefits to such Spouse, distribution will be made as soon as practicable after such Spouse’s death.”

6.Subsection (B)(2) of Section 8.9 Minimum Required Distributions is amended to read as follows:

“(2)If the Participant dies before distributions begin, the Participant’s entire interest will be distributed in a single lump sum not later than the last day of the year following the year in which the Participant’s death occurs; provided that the entire interest of a Participant who died before January 1, 2013 will be distributed as follows:

(a)If the Participant’s surviving Spouse is the Participant’s sole designated beneficiary, then distribution to the surviving Spouse will be made by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 1/2, if later.

(b)If the Participant’s surviving Spouse is not the Participant’s sole designated beneficiary, then distribution to the Beneficiary will be made by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(c)If the Participant’s surviving Spouse is the Participant’s sole designated beneficiary and the surviving Spouse dies after the Participant but before distribution to the surviving Spouse is made, this Section 8.9(B)(2), other than paragraph (a) above, will apply as if the surviving Spouse were the Participant.

For purposes of this Section 8.9(B)(2) unless paragraph (c) above applies, distributions are considered to begin on the Participant’s Required Beginning Date.  If paragraph (c) applies, distributions are considered to begin on the date

distributions are required to begin to the surviving Spouse under paragraph (a) above.”

7.Subsection (B)(3) of Section 13.3 Top-Heavy Provisions is amended to read as follows:

“(3)The “required aggregation group” consists of (i) each plan of an Affiliated Organization in which a key employee participates, and (ii) each other plan of an Affiliated Organization that enables a plan in which a key employee participates to meet the nondiscrimination requirements of Code section 401(a)(4) or 410.”

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by its duly authorized officers this 21st day of December, 2012.

			ECOLAB INC.
		(Seal)
			By	/s/Daniel J. Schmechel
				Daniel J. Schmechel
				Chief Financial Officer
Attest:	/s/James J. Seifert
	James J. Seifert
	Executive Vice President, General Counsel and Secretary

EX-4.3(III)

Exhibit 4.3(iii)

ECOLAB SAVINGS PLAN AND ESOP

FOR TRADITIONAL BENEFIT EMPLOYEES

Second Amendment

Pursuant to Section 10.2 of the “Ecolab Savings Plan and ESOP for Traditional Benefit Employees,” the Company amends the Plan, effective as of January 1, 2013, revising Subsection (A) of Section 11.17, defining Eligible Earnings, to read:

(A)Except as provided below, the “Eligible Earnings” of a Participant for any period are the sum of the amounts paid for that period for service as an Employee as base salary and wages, overtime pay, shift differential premium, commissions, annual incentive bonuses paid in the form of cash (but not long-term incentive bonuses), vacation pay, personal leave pay, “differential wage payment,” as defined in Code section 3401(h), and short-term disability benefits paid by the Participating Employer, increased by the amount of Elective Deferral Contributions made on behalf of the Participant for that period and by the net amount of compensation reductions experienced by the Participant during such Plan Year under any Code section 125 cafeteria plan or Code section 132(f)(4) qualified transportation fringe maintained by the Participating Employer.  Eligible Earnings will not include severance pay, executive perquisite allowance, any remuneration paid after the end of the month in which the Participant’s employment terminated, amounts deferred or paid under an agreement between the Participating Employer and the Participant that is not a plan qualified under Internal Revenue Code Section 401(a), any Matching Contributions or Profit Sharing Contributions, contributions made by the Participating Employer under any other employee benefit plan, or amounts realized by the Participant upon the exercise of a nonqualified stock option, the lapse of restrictions applicable to restricted stock or any disposition of stock acquired under a qualified or incentive stock option.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its authorized officers and its corporate seal to be affixed, on the date written below.

Dated:  May 2, 2013			ECOLAB INC.
		(Seal)
			By	/s/Daniel J. Schmechel
				Daniel J. Schmechel
				Chief Financial Officer
Attest:	/s/James J. Seifert
	James J. Seifert
	Executive Vice President, General Counsel and Secretary

EX-4.3(IV)

Exhibit 4.3(iv)

ECOLAB SAVINGS PLAN AND ESOP

FOR TRADITIONAL BENEFIT EMPLOYEES

Third Amendment

Pursuant to Section 10.2 of the “Ecolab Savings Plan and ESOP for Traditional Benefit Employees,” the Company amends the Plan, as set forth below.  Unless otherwise provided, each of the revisions of the Savings Plan will be effective January 1, 2014.

(1)Account Transfers.  Section 2.7 is amended to read:

2.7Transfer of Accounts

The Accounts of each Participant who has (i) terminated employment, (ii) become employed by an Affiliated Organization and (iii) become eligible to participate in the Ecolab Savings Plan and ESOP (or would be eligible if not subject to a collective bargaining agreement) will be transferred to the Ecolab Savings Plan and ESOP in a trust-to-trust transfer.  Each of his or her Accounts will be credited to the corresponding account under the transferee plan.

(2)Roth Contributions.  Section 3.1(C)(2) is amended to read:

(2)A Participant may elect to have any portion or all of his or her future Eligible Earnings reductions designated as Roth 401(k) Contributions.  Such election will remain in effect with respect to all Eligible Earnings reductions until changed by a new Participant election.

(3)Roth Catch-Up Contributions.  Section 3.2(D) is amended 2014, to read:

(D)Catch-Up Contributions will be allocated to the Participant’s Before-Tax Savings Contribution Account or Roth 401(k) Account in accordance with the Participant’s contribution election.

(4)Roth Rollovers.  Section 3.4(D) is amended to read:

(D)The Plan will accept a rollover contribution to a Participant’s Roth 401(k) Rollover Account, but only if it is a direct rollover from another Roth elective deferral account under an applicable retirement plan described in Code section 402A(e)(1) and only to the extent the rollover is permitted under the rules of Code section 402(c).

(5)Elimination of Withdrawal Limits.  Section 6.4 is amended to read:

6.4.Rules for Withdrawals

(A)No withdrawal from an Account may exceed the balance of such Account reduced by any outstanding loan from the Account.

(B)A withdrawal distribution will be made only upon the Participant’s application in the manner prescribed by the Administrator.

(C)The provisions of Section 8.8 will apply to any withdrawal distribution that constitutes an Eligible Rollover Distribution.

(D)Amounts withdrawn will be taken ratably from the investment funds, other than a loan account, in which the Accounts from which the withdrawal is made are invested.

(6)Section 415 Contribution Limit Corrections  Section 9.3(C) is amended, effective January 1, 2013, to read:

(C)If the Administrator, in his or her discretion, determines that the limitation under Subsection (A) would otherwise be exceeded:

(1)to the extent necessary to prevent such excess from occurring, the amount of a Participant’s Eligible Earnings reductions and Elective Deferral Contributions will be prospectively reduced; and

(2)if, in spite of such reductions and as a result of reasonable error in estimating the amount of the Participant’s Eligible Earnings, Elective Deferral Contributions, other elective deferrals within the meaning of Code section 402(g)(3), or Section 415 Wages, the limitation would otherwise be exceeded, then, such excess will be corrected in accordance with the Employee Plans Correction Resolution System under Revenue Procedure 2013-12 or such program as is then in effect.

(7)Plan Termination Vesting.  Section 10.4 is amended, effective January 1, 2013, to read:

10.4.Vesting Upon Termination, Partial Termination or Discontinuance of Contributions

Upon termination of the Plan or upon the complete discontinuance of contributions by all Participating Employers, the Accounts of each Participant will, to the extent funded, vest in full.  Upon a partial termination of the Plan, the Accounts of each Participant as to whom the Plan has been partially terminated will, to the extent funded, vest in full.

(8)Domestic Partner.  Section 11.14 is amended, effective September 16, 2013, to read:

11.14.Domestic Partner

A Participant’s “Domestic Partner” is an individual, other than the Participant’s Spouse, who satisfies one of the following conditions not later than the earlier of the date on which benefits commence and the Participant’s death:

(A)The Participant and such person are, under the laws of a state or of a jurisdiction outside the United States, the parties to a

(1)civil union,

(2)registered domestic partnership, or

(3)similar, legally-recognized arrangement,

that has not been dissolved or revoked; or

(B)The Participant and such person have filed with the Company an affidavit, in a form prescribed by the Administrator, attesting that

(1)they have an ongoing and committed “Spouse-like” relationship;

(2)they intend to continue their relationship indefinitely;

(3)each of them is 18 years of age or older and competent to enter into a contract;

(4)neither of them is the Spouse or Domestic Partner of anyone else;

(5)they are not related by blood closer than permitted by marriage law in their state of residence;

(6)they share a principal residence and intend to do so indefinitely;

(7)they are jointly responsible for the direction and financial management of their household and take joint responsibility for each other’s financial obligations; and

neither the Participant nor such person has revoked such affidavit.

(9)Spouse  Section 11.48 is amended, effective September 16, 2013, to read:

11.48.Spouse

A person is the “Spouse” of another if, and only if, such person and the other person became married to each other under the law of any jurisdiction and the marriage has not been legally terminated.  A Participant’s “surviving Spouse” is the person who was the Participant’s Spouse at the Participant’s death.

(10)Section 13.3(B)(3) is amended, effective January 1, 2013, to read:

(3)The “required aggregation group” consists of (i) each plan of an Affiliated Organization in which a key employee participates, and (ii) each other plan of an Affiliated Organization that enables a plan in which a key employee participates to meet the nondiscrimination requirements of Code section 401(a)(4) or 410.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by its duly authorized officers this 23rd day of December, 2013.

			ECOLAB INC.
		(Seal)
			By	/s/Daniel J. Schmechel
				Daniel J. Schmechel
				Chief Financial Officer
Attest:	/s/James J. Seifert
	James J. Seifert
	Executive Vice President, General Counsel and Secretary

EX-4.3(V)

Exhibit 4.3(v)

ECOLAB SAVINGS PLAN AND ESOP

FOR TRADITIONAL BENEFIT EMPLOYEES

Fourth Amendment

Pursuant to Section 10.2 of the “Ecolab Savings Plan and ESOP for Traditional Benefit Employees,” the Company amends the Plan effective as of the date of this Amendment, as set forth below.

(1)Section 2.1 Eligibility is amended to read:

2.1Eligibility

(A)Each individual who is determined by the Plan Administrator, as of December 31, 2012, to have an accrued benefit under the final average pay formula or the 5% cash balance formula of the Ecolab Pension Plan, by reason of participation in that plan on or before January 1, 2007, and who has an Account balance under the Ecolab Savings Plan and ESOP on December 31, 2012 will be a Participant in this Plan.

(B)An individual who (i) would be described in Subsection (A) but for the fact that he or she did not have an Account balance under the Ecolab Savings Plan and ESOP on December 31, 2012 because he or she was employed by an Affiliated Organization that was not a participating employer in such plan, and (ii) has been continuously employed by an Affiliated Organization since December 31, 2012, will be a Participant in this Plan as of the date her or she becomes a Qualified Employee.

(C)An individual who is a Beneficiary or an Alternate Payee with respect to a Participant described in Subsection (A) and has an Account balance under the Ecolab Savings Plan and ESOP on December 31, 2012, will have an Account under this Plan as of January 1, 2013, consisting of the account transferred from the Ecolab Savings Plan and ESOP.

(D)No other individual will become a Participant.

(2)  Section 11.17 Eligible Earnings, Subsection (C) is amended to read:

(C)Notwithstanding Subsection (A), no payment in the nature of back pay will be included in Eligible Earnings unless the order or agreement pursuant to which it is paid explicitly requires such inclusion.  To the extent that a payment in the nature of back pay is required to be taken into account for purposes of this Plan, such payment will be taken into account, in the manner prescribed by the Administrator, as Eligible Earnings as of the time such payment is made and not for any prior period to which it may relate.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its authorized officers and its corporate seal to be affixed, on the date written below.

Dated:  October 27, 2014			ECOLAB INC.
		(Seal)
			By	/s/Daniel J. Schmechel
				Daniel J. Schmechel
				Chief Financial Officer
Attest:	/s/James J. Seifert
	James J. Seifert
	Executive Vice President, General Counsel and Secretary

EX-5.1

Exhibit 5.1

		David F. Duvick SENIOR SEC COUNSEL AND ASSISTANT SECRETARY
	651 250 2492    651 293 2573	370 WABASHA STREET NORTH ST. PAUL, MN 55102-1390 Dave.duvick@ecolab.com

October 30, 2014

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C.  20549

Re: Ecolab Savings Plan and ESOP for Traditional Benefit Employees

Registration Statement on Form S-8

Dear Sir or Madam:

In my capacity as Assistant Secretary of Ecolab Inc., a Delaware corporation (the “Company”), I am acting as counsel in connection with the proposed registration by the Company of 8,000,000 shares (collectively the “Shares”), of common stock, $1.00 par value per share (the “Common Stock”), in connection with the Ecolab Savings Plan and ESOP for Traditional Benefit Employees (the “Plan”), pursuant to a registration statement on Form S-8 filed with the Securities and Exchange Commission on October 30, 2014 (the “Registration Statement”).

In acting as counsel for the Company and arriving at the opinions expressed below, I have examined and relied upon originals or copies, certified or otherwise identified to my satisfaction, of such records of the Company, agreements and other instruments, certificates of officers and representatives of the Company, certificates of public officials and other documents as I have deemed necessary or appropriate as a basis for the opinions expressed herein.  In connection with my examination, I have assumed the genuineness of all signatures, the authenticity of all documents tendered to me as originals, the legal capacity of all natural persons and the conformity to original documents of all documents submitted to me as certified or photostatic copies.

Based on the foregoing, I advise you that in my opinion:

1.The Company has the corporate authority to issue the Shares pursuant to the terms of the Plan.

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

This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended.  I express no opinion herein as to any other laws, statutes, ordinances, rules or regulations.  As used herein, the term “Delaware General Corporation Law, as amended” includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to its use as part of the Registration Statement.  In giving this consent, I do not admit that I am “expert” within the meaning of the Securities Act of 1933, as amended.

Very truly yours,

/s/David F. Duvick

David F. Duvick

Senior SEC Counsel and Assistant Secretary

2

EX-5.2

Exhibit 5.2

Oppenheimer Wolff & Donnelly LLP

Campbell Mithun Tower - Suite 2000

222 South Ninth Street

Minneapolis, MN  55402

www.Oppenheimer.com

Direct:	(612) 607-7271
Main:	(612) 607-7000
Fax:	(612) 607-7100
E-Mail:	BBelisle@oppenheimer.com

October 28, 2014

Ecolab Inc.

370 Wabasha Street North

Saint Paul, MN 55102

Re:Ecolab Savings Plan and ESOP for Traditional Benefit Employees -

Registration Statement

Greetings:

You have requested our opinion with respect to whether the Ecolab Savings Plan and ESOP for Traditional Benefit Employees as set forth in the instrument entitled “Ecolab Savings Plan and ESOP for Traditional Benefit Employees” complies with the requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

It is our opinion that the plan evidenced by the Ecolab Savings Plan and ESOP for Traditional Benefit Employees instrument complies with the requirements of ERISA.

The undersigned consents to the filing of this opinion as an exhibit to the above-captioned registration statement.

Very truly yours,

/s/Brian G. Belisle

Brian G. Belisle

Partner

EX-15.1

Exhibit 15.1

October 30, 2014

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We are aware that our reports dated May 8, 2014, August 7, 2014 and October 30, 2014 on our review of interim financial information of Ecolab Inc. for the three-month periods ended March 31, 2014 and 2013, for the three and six-month periods ended June 30, 2014 and 2013 and for the three and nine-month periods ended September 30, 2014 and 2013 and included in the Company’s quarterly reports on Form 10-Q for the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014, respectively, are incorporated by reference in its Registration Statement on Form S-8 dated October 30, 2014.

Very truly yours,

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Minneapolis, Minnesota

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 28, 2014 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the 2013 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, 2013.  We also consent to the reference to us under the heading “Independent Registered Public Accounting Firm” in such Registration Statement.

/s/PricewaterhouseCoopers LLP

PRICEWATERHOUSECOOPERS LLP

Minneapolis, Minnesota

October 30, 2014

EX-23.4

Exhibit 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Ecolab Inc. of our report dated June 25, 2014, appearing in the annual report on Form 11-K of the Ecolab Savings Plan and ESOP for Traditional Benefit Employees as of and for the year ended December 31, 2013. We also consent to the reference to our Firm under the heading “Independent Registered Public Accounting Firm” in such Registration Statement.

/s/McGladrey LLP

Minneapolis, Minnesota

October 30, 2014

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a Director of Ecolab Inc., a Delaware corporation (“Corporation”), does hereby make, nominate and appoint DOUGLAS M. BAKER, JAMES J. SEIFERT and THEODORE D. HERZOG, and each of them, individually, to be my attorney-in-fact, with full power and authority to sign his name to a Registration Statement on Form S-8 relating to the registration under the Securities Act of 1933 of not more than 8,000,000 shares of Ecolab Inc. Common Stock, par value $1.00 per share, for the Ecolab Canada Share Purchase Plan, plus an indeterminate amount of interests to be offered or sold, all for the Ecolab Savings Plan and ESOP for Traditional Benefit Employees, provided that the Registration Statement and any amendments thereto, in final form, be approved by said attorney-in-fact, and his name, when thus signed, shall have the same force and effect as though I had manually signed said document or documents.

IN WITNESS WHEREOF, I have hereunto affixed my signature this 30th day of October, 2014.

/s/Barbara J. Beck

Barbara J. Beck

/s/Les S. Biller

Les S. Biller

/s/Carl M. Casale

Carl M. Casale

/s/Stephen I. Chazen

Stephen I. Chazen

/s/Jerry A. Grundhofer

Jerry A. Grundhofer

/s/Arthur J. Higgins

Arthur J. Higgins

/s/Joel W. Johnson

Joel W. Johnson

/s/Michael Larson

Michael Larson

/s/Jerry W. Levin

Jerry W. Levin

/s/Robert L. Lumpkins

Robert L. Lumpkins

/s/Victoria J. Reich

Victoria J. Reich

/s/Suzanne M. Vautrinot

Suzanne M. Vautrinot

/s/John J. Zillmer

John J. Zillmer