0000903423-08-000902 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 10th, 2008 • Henkel Kgaa /New/ • Soap, detergents, cleang preparations, perfumes, cosmetics • Delaware

THIS STOCK PURCHASE AGREEMENT, dated as of November 10, 2008 (this “Agreement”), is by and among Henkel AG & Co. KGaA, organized under the laws of the Federal Republic of Germany (“Henkel KGaA”), Henkel Corporation, a Delaware corporation (“Henkel Corp.,” and, together with Henkel KGaA, the “Selling Stockholders”), and Ecolab Inc., a Delaware corporation (the “Company”).

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AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED STOCKHOLDER’S AGREEMENT
Stockholder’s Agreement • November 10th, 2008 • Henkel Kgaa /New/ • Soap, detergents, cleang preparations, perfumes, cosmetics

AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED STOCKHOLDER’S AGREEMENT (this “Amendment”), dated as of November 10, 2008, between Ecolab Inc., a Delaware corporation (the “Company”) and Henkel AG & Co. KGaA (f/k/a Henkel Kommanditgesellschaft auf Aktien), organized under the laws of the Federal Republic of Germany (the “Stockholder”).

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