ECOLAB INC. — Director's Dealing 2012

Dec 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2012-12-05

Reporting Person: Taylor Stephen M (EVP and Pres. - Global Energy)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-05	Employee Stock Option (Right to Buy)	$71.54	A	32600	Acquired	2022-12-05	Common Stock (32600)	Direct
2012-12-05	Employee Stock Option (Right to Buy)	$71.54	A	97900	Acquired	2022-12-05	Common Stock (97900)	Direct
2012-12-05	Restricted Stock Units	$	A	21540	Acquired		Common Stock (21540)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6272	Direct

Footnotes

F1: The option will be exercisable, on a cumulative basis, as to one-third of the option shares (excluding any fractional portion less than one share), on each of the first and second anniversaries of the date of grant and as to the remaining shares on the third anniversary of the date of grant.

F2: Each restricted stock unit represents a contingent right to receive one share of Ecolab Inc. common stock. The units will vest, subject to continued employment, as to 50% of the grant amount on the third anniversary of the date of grant, 25% of the grant amount on the fourth anniversary of the date of grant and 25% of the grant amount on the fifth anniversary of the date of grant.