EXHIBIT (C)(3)
ACKNOWLEDGEMENT
Loctite Corporation, a Delaware corporation, hereby acknow-
ledges that, for purposes of the agreement made as of May 23, 1985
between Loctite Corporation and Henkel of America, Inc. (the
"Standstill Agreement"), (1) any shares of common stock of
Loctite Corporation transferred by Xxxxxxxxx X. Xxxxxxx to Theta
II Limited, a personal holding company established by Xx. Xxxxxxx
to own his holdings of common stock of Loctite Corporation,
including without limitation any shares of common stock of
Loctite Corporation issued in respect of such shares, and any
shares of capital stock of Theta II Limited held by Xxxxxxxxx X.
Xxxxxxx, as long as Theta II Limited owns any shares of common
stock of Loctite Corporation, are subject to Section 7(b) of the
stock purchase agreement dated as of May 23, 1985 (the "Stock
Purchase Agreement") referred to in the Standstill Agreement, (2)
each of Xxxxxxxxx X. Xxxxxxx and Theta II Limited is deemed a
"Seller" for purposes of Section 7(b) of the Stock Purchase
Agreement, and (3) the acquisition at some later date by Xxxxxx
KGaA or any of its affiliates of any shares referred to in (1)
above will be deemed to be a purchase "pursuant to Section 7(b)
of the Stock Purchase Agreement" within the meaning of Section
1(b) of the Standstill Agreement.
LOCTITE CORPORATION
February 4, 1992 By /s/ Xxxxxxx X. Xxxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxxx
Date Chairman and C.E.O.
