LOCTITE CORP, SC 14D1, 1996-11-06

LOCTITE CORP
SC 14D1, 1996-11-06
ADHESIVES & SEALANTS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 13)

LOCTITE CORPORATION
(Name Of Subject Company)

HC INVESTMENTS, INC.
HENKEL KGaA
(Bidders)
------------------------

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Including Any Associated Stock Purchase Rights)
(Title of Class of Securities)

540137 10 6
(CUSIP Number of Class of Securities)
------------------------

DR. KARL GRUTER
HENKEL KGaA
HENKELSTRASSE 67
D-40191 DUSSELDORF
GERMANY
49-211-797-2137

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidder)
------------------------

WITH A COPY TO:

WILLIAM A. GROLL, ESQ.
CLEARY, GOTTLIEB, STEEN & HAMILTON
ONE LIBERTY PLAZA
NEW YORK, NEW YORK 10006
(212) 225-2000
------------------------

CALCULATION OF FILING FEE

<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
<S> <C>
$1,236,949,214 $247,389.84
</TABLE>

* For purposes of calculating amount of filing fee only. The amount assumes
the purchase of 21,419,034 shares of Common Stock, par value $0.01 per
share, of Loctite Corporation, at $57.75 net in cash per share, which
represents all shares reported to be outstanding, on a fully diluted basis,
at June 30, 1996 and not owned by the bidder.

** The amount of the filing fee calculated in accordance with Regulation
240.0-11 of the Securities Exchange Act of 1934 equals 1/50 of 1% of the
value of the shares to be purchased.

/ / Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.

<TABLE>
<S> <C>
AMOUNT PREVIOUSLY PAID: N/A FILING PARTY: N/A
FORM OR REGISTRATION NO.: N/A DATE FILED: N/A
</TABLE>

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NAME OF REPORTING PERSONS

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<TABLE>
<C> <S>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
HC Investments, Inc. 51-0318575
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / / (b) / /
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3 SEC USE ONLY
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4 SOURCES OF FUNDS
BK, WC, AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,208,224 Shares
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8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES / /
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7):
35.0%
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10 TYPE OF REPORTING PERSON
CO
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</TABLE>

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NAME OF REPORTING PERSONS

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<TABLE>
<C> <S>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Henkel KGaA
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / / (b) / /
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3 SEC USE ONLY
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4 SOURCES OF FUNDS
BK, WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,208,224 Shares
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8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES / /
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7):
35.0%
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10 TYPE OF REPORTING PERSON
OO
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</TABLE>
<PAGE>
This Schedule 14D-1 Tender Offer Statement (the "STATEMENT") relates to a
tender offer by HC Investments, Inc., a Delaware corporation ("PURCHASER") and
an indirect wholly-owned subsidiary of Henkel KGaA, a Kommanditgesellschaft auf
Aktien (a partnership limited by shares) organized under the laws of the Federal
Republic of Germany ("PARENT"), to purchase all outstanding shares of Common
Stock, par value $0.01 per share, of Loctite Corporation, a Delaware
corporation, including the associated common stock purchase rights (the
"RIGHTS") issued pursuant to the Rights Agreement (the "RIGHTS AGREEMENT"),
dated as of April 14, 1994, between the Company and The First National Bank of
Boston, as Rights Agent, and all benefits that may inure to holders thereof, for
a purchase price of $57.75 per share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated November 6, 1996 of Purchaser (the "OFFER TO PURCHASE")
and in the related Letter of Transmittal (collectively, the "OFFER"), and is
intended to satisfy the reporting requirements of Section 14(d) of the
Securities Exchange Act of 1934, as amended. Copies of the Offer to Purchase and
the related Letter of Transmittal are filed as Exhibits (a)(1) and (a)(2)
hereto, respectively.

ITEM 1. SECURITY AND SUBJECT COMPANY.

(a) The name of the subject company is Loctite Corporation, a Delaware
corporation (the "COMPANY"), which has its principal executive offices at 10
Columbus Boulevard, Hartford, CT 06106.

(b) The title of the securities which are the subject of the Offer is the
Company's Common Stock, $0.01 par value (the "SHARES"), including the Rights
associated therewith and issued pursuant to the Rights Agreement, at a price of
$57.75 net to the seller in cash per share. The offer is for all outstanding
Shares and Rights. The information set forth in the section entitled
"INTRODUCTION" of the Offer to Purchase is incorporated herein by reference.

(c) The information set forth in the section entitled "THE TENDER
OFFER--Price Range of the Shares; Dividends" of the Offer to Purchase is
incorporated herein by reference.

ITEM 2. IDENTITY AND BACKGROUND.

(a)-(d) and (g) This Schedule 14D-1 is being filed by Purchaser and Parent.
The information set forth in the section entitled "THE TENDER OFFER--Certain
Information Concerning Parent and Purchaser" of the Offer to Purchase and in
Schedule I to the Offer to Purchase is incorporated herein by reference.

(e)-(f) During the last five years, none of Purchaser, Parent or, to the
best knowledge of Purchaser and Parent, any executive officer or director of
Purchaser or Parent has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation of such
laws.

ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE
SUBJECT COMPANY.

(a) The information set forth in the sections entitled "SPECIAL
FACTORS--Background to the Offer," and "SPECIAL FACTORS--Interests of Certain
Persons; Stockholdings of Certain Officers and Directors; and Related
Transactions" of the Offer to Purchase is incorporated herein by reference.

(b) The information set forth in the sections entitled "SPECIAL
FACTORS--Background to the Offer" and "SPECIAL FACTORS--Fairness of the Offer"
of the Offer to Purchase is incorporated herein by reference.
<PAGE>
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a)-(b) The information set forth in the section entitled "THE TENDER
OFFER--Source and Amount of Funds" of the Offer to Purchase is incorporated
herein by reference.

ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.

(a)-(e) The information set forth in the sections entitled "INTRODUCTION"
and "SPECIAL FACTORS--Purpose and Structure of the Offer; Plans for the Company
After the Offer" of the Offer to Purchase is incorporated herein by reference.

(f)-(g) The information set forth in the sections entitled "SPECIAL
FACTORS--Purpose and Structure of the Offer; Plans for the Company After the
Offer" and "THE TENDER OFFER--Certain Effects of the Offer" of the Offer to
Purchase is incorporated herein by reference.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a)-(b) The information set forth in the sections entitled "SPECIAL
FACTORS--Background to the Offer" and "SPECIAL FACTORS--Interests of Certain
Persons; Stockholdings of Certain Officers and Directors; and Related
Transactions" of the Offer to Purchase and in Schedules I and II to the Offer to
Purchase is incorporated herein by reference.

ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.

The information set forth in the sections entitled "INTRODUCTION," "SPECIAL
FACTORS--Background to the Offer" and "SPECIAL FACTORS--Interests of Certain
Persons; Stockholdings of Certain Officers and Directors; and Related
Transactions" of the Offer to Purchase is incorporated herein by reference.

ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

The information set forth in the sections entitled "INTRODUCTION," "SPECIAL
FACTORS--Background to the Offer," "SPECIAL FACTORS--Analysis of Rothschild as
Financial Advisor to Parent" and "THE TENDER OFFER--Fees and Expenses" of the
Offer to Purchase is incorporated herein by reference.

ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.

The information set forth in the section entitled "THE TENDER OFFER--Certain
Information Concerning Parent and Purchaser" of the Offer to Purchase is
incorporated herein by reference.

ITEM 10. ADDITIONAL INFORMATION.

(a) The information set forth in the sections entitled "INTRODUCTION" and
"SPECIAL FACTORS--Background to the Offer" of the Offer to Purchase is
incorporated herein by reference.

(b)-(c) The information set forth in the sections entitled "INTRODUCTION"
and "THE TENDER OFFER--Certain Legal Matters" of the Offer to Purchase is
incorporated herein by reference.

(d) The information set forth in the section entitled "THE TENDER
OFFER--Certain Effects of the Offer" of the Offer to Purchase is incorporated
herein by reference.

(e) Not applicable.

(f) The information set forth in the Offer to Purchase and the Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2),
respectively, is incorporated herein by reference.
<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

(a)(1) Offer to Purchase.

(a)(2) Letter of Transmittal.

(a)(3) Notice of Guaranteed Delivery.

(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.

(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.

(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.

(a)(7) Text of Press Release dated November 6, 1996, issued by Purchaser.

(a)(8) Form of Summary Advertisement dated November 6, 1996.

(b) Commitment Letter of Dresdner Bank AG dated October 25, 1996 and
accepted on November 5, 1996.

(c)(1) Stock Purchase Agreement, dated as of May 23, 1985, as amended
October 11, 1985, among Henkel of America, Inc. and certain selling
stockholders listed therein.

(c)(2) Agreement, dated as of January 31, 1992, among Frederick B. Krieble,
Theta II Limited and Henkel Corporation.

(c)(3) Acknowledgment of Loctite Corporation, dated February 4, 1992.

(c)(4) Investment Agreement dated as of April 14, 1994, among Loctite
Corporation, Henkel KGaA, Henkel Corporation and HC Investments, Inc.

(c)(5) Rights Agreement, dated as of April 14, 1994, between Loctite
Corporation and The First National Bank of Boston, as Rights Agent.

(d) None.

(e) Not applicable.

(f) None.
<PAGE>
SIGNATURE

After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.

Dated: November 6, 1996

HC INVESTMENTS, INC.

by /s/ KARL GRUTER
-----------------------------------------
Name: Karl Gruter
Title: Chairman of the Board of Directors

HENKEL KGAA

by /s/ KARL GRUTER
-----------------------------------------
Name: Karl Gruter
Title: General Counsel
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT NAME
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<S> <C>

(a)(1) Offer to Purchase.

(a)(2) Letter of Transmittal.

(a)(3) Notice of Guaranteed Delivery.

(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

(a)(7) Text of Press Release dated November 6, 1996, issued by Purchaser.

(a)(8) Form of Summary Advertisement dated November 6, 1996.

(b) Commitment Letter of Dresdner Bank AG dated October 25, 1996 and accepted on November 5, 1996.

(c)(1) Stock Purchase Agreement, dated as of May 23, 1985, as amended October 11, 1985, among Henkel of
America, Inc. and certain selling stockholders listed therein.

(c)(2) Agreement, dated as of January 31, 1992, among Frederick B. Krieble, Theta II Limited and Henkel
Corporation.

(c)(3) Acknowledgment of Loctite Corporation, dated February 4, 1992.

(c)(4) Investment Agreement dated as of April 14, 1994, among Loctite Corporation, Henkel KGaA, Henkel
Corporation and HC Investments, Inc.

(c)(5) Rights Agreement, dated as of April 14, 1994, between Loctite Corporation and The First National Bank of
Boston, as Rights Agent.

(d) None.

(e) Not applicable.

(f) None.
</TABLE>

<PAGE>
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING ANY ASSOCIATED STOCK PURCHASE RIGHTS)

OF
LOCTITE CORPORATION
AT
$57.75 NET PER SHARE
BY
HC INVESTMENTS, INC.
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
HENKEL KGAA

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON MONDAY, JANUARY 6, 1997, UNLESS THE OFFER IS EXTENDED.

THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY
TENDERED (AND NOT WITHDRAWN) PRIOR TO THE EXPIRATION OF THE OFFER THAT NUMBER OF
SHARES OF COMMON STOCK ("SHARES") OF LOCTITE CORPORATION (THE "COMPANY") THAT
WOULD, WHEN AGGREGATED WITH THE SHARES ALREADY OWNED BY HC INVESTMENTS, INC.
("PURCHASER"), REPRESENT AT LEAST A MAJORITY OF ALL OUTSTANDING SHARES ON A
FULLY DILUTED BASIS ON THE DATE OF PURCHASE AND (II) PURCHASER REMAINING
SATISFIED THAT THE OFFER CONSTITUTES A "PERMITTED OFFER" UNDER THE COMPANY'S
RIGHTS AGREEMENT AND THAT THE RIGHTS WILL NOT BECOME EXERCISABLE (OR BE
ADJUSTED) UPON CONSUMMATION OF, OR OTHERWISE ARE INAPPLICABLE TO, THE OFFER AND
THE SECOND STEP MERGER (DESCRIBED HEREIN) (THE "RIGHTS CONDITION"). THE OFFER IS
SUBJECT TO OTHER TERMS AND CONDITIONS. SEE "THE TENDER OFFER--CERTAIN CONDITIONS
OF THE OFFER."

PURCHASER CURRENTLY OWNS 11,208,224 SHARES, REPRESENTING APPROXIMATELY 35.0% OF
THE OUTSTANDING SHARES AND APPROXIMATELY 34.4% OF THE OUTSTANDING SHARES ON A
FULLY DILUTED BASIS.

HENKEL KGAA ("PARENT") AND PURCHASER ARE SEEKING TO NEGOTIATE WITH THE COMPANY
THE ACQUISITION OF THE COMPANY BY PURCHASER. PURCHASER RESERVES THE RIGHT
(SUBJECT TO APPLICABLE LAW) TO AMEND THE OFFER, INCLUDING BY SHORTENING THE
PERIOD THE OFFER IS TO REMAIN OPEN AND CAUSING THE OFFER TO EXPIRE ON A DATE
PRIOR TO MONDAY, JANUARY 6, 1997, IF PURCHASER DETERMINES THAT IT IS NOT
NECESSARY FOR THE OFFER TO REMAIN OPEN UNTIL SUCH DATE IN ORDER FOR THE RIGHTS
CONDITION TO BE SATISFIED.

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THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION") NOR HAS THE COMMISSION PASSED UPON THE
FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

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THE DEALER MANAGER FOR THE OFFER IS:
ROTHSCHILD INC.
<PAGE>
IMPORTANT

Any stockholder desiring to tender all or any portion of such stockholder's
Shares should either (i) complete and sign the Letter of Transmittal (or a
facsimile thereof) in accordance with the instructions in the Letter of
Transmittal, have such stockholder's signature thereon guaranteed if required by
Instruction 1 to the Letter of Transmittal, mail or deliver the Letter of
Transmittal (or such manually signed facsimile), or, in the case of a book-entry
transfer effected pursuant to the procedure set forth under "THE TENDER
OFFER--Procedure for Tendering Shares," an Agent's Message (as defined herein),
and any other required documents to the Depositary and either deliver the
certificates for such Shares to the Depositary along with the Letter of
Transmittal (or a manually signed facsimile thereof) or deliver such Shares
pursuant to the procedure for book-entry transfer set forth under "THE TENDER
OFFER--Procedure for Tendering Shares" or (ii) request such stockholder's
broker, dealer, commercial bank, trust company or other nominee to effect the
transaction for such stockholder. Any stockholder having Shares registered in
the name of a broker, dealer, commercial bank, trust company or other nominee
must contact such broker, dealer, commercial bank, trust company or other
nominee if such stockholder desires to tender such Shares.

If a stockholder desires to tender Shares and such stockholder's
certificates for Shares are not immediately available or the procedure for
book-entry transfer cannot be completed on a timely basis, or time will not
permit all required documents to reach the Depositary prior to the expiration of
the Offer, such stockholder's tender may be effected by following the procedure
for guaranteed delivery set forth under "THE TENDER OFFER--Procedure for
Tendering Shares."

Questions and requests for assistance may be directed to the Information
Agent or to the Dealer Manager at their respective addresses and telephone
numbers set forth on the back cover of this Offer to Purchase. Additional copies
of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed
Delivery and other related materials may be obtained from the Information Agent
or from brokers, dealers, commercial banks and trust companies.

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NOVEMBER 6, 1996
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
INTRODUCTION............................................................................................... 1
SPECIAL FACTORS............................................................................................ 4
Background to the Offer.................................................................................. 4
Analysis of Rothschild as Financial Advisor to Parent.................................................... 11
Fairness of the Offer.................................................................................... 14
Purpose and Structure of the Offer; Plans for the Company After the Offer................................ 14
Interests of Certain Persons; Stockholdings of Certain Officers and Directors;
and Related Transactions............................................................................... 16
Certain U.S. Federal Income Tax Consequences............................................................. 16
Appraisal Rights......................................................................................... 17
THE TENDER OFFER........................................................................................... 20
Terms of the Offer....................................................................................... 20
Procedure for Tendering Shares........................................................................... 21
Withdrawal Rights........................................................................................ 24
Acceptance for Payment and Payment....................................................................... 24
Price Range of the Shares; Dividends..................................................................... 26
Certain Effects of the Offer............................................................................. 26
Certain Information Concerning the Company............................................................... 27
Certain Information Concerning Parent and Purchaser...................................................... 29
Source and Amount of Funds............................................................................... 31
Dividends and Distributions.............................................................................. 31
Certain Conditions of the Offer.......................................................................... 32
Certain Legal Matters.................................................................................... 36
Fees and Expenses........................................................................................ 38
Miscellaneous............................................................................................ 39

Schedule I -- Directors and Executive Officers of Purchaser and Parent and Interests of Such Persons in
the Company
Schedule II -- Share Purchases by Purchaser Since January 1, 1994
Annex I -- Section 262 of the General Corporation Law of the State of Delaware
</TABLE>
<PAGE>
To the Holders of Common Stock
of Loctite Corporation:

INTRODUCTION

HC Investments, Inc., a Delaware corporation ("PURCHASER") and an indirect
wholly-owned subsidiary of Henkel KGaA, a Kommanditgesellschaft auf Aktien (a
partnership limited by shares) organized under the laws of the Federal Republic
of Germany ("PARENT"), hereby offers to purchase all outstanding shares of
Common Stock, par value $0.01 per share ("SHARES"), of Loctite Corporation, a
Delaware corporation (the "COMPANY" or "LOCTITE"), including the associated
common stock purchase rights (the "RIGHTS") issued pursuant to the Rights
Agreement (the "RIGHTS AGREEMENT"), dated as of April 14, 1994, between the
Company and The First National Bank of Boston, as Rights Agent, and all benefits
that may inure to holders thereof, for a purchase price of $57.75 per share (the
"OFFER PRICE"), net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in this Offer to Purchase and in
the related Letter of Transmittal (which, together with any amendments or
supplements hereto or thereto, collectively constitute the "OFFER").

Unless the context otherwise requires, all references to Shares shall
include the associated Rights. Based upon publicly available information,
Purchaser believes that, as of the date of this Offer to Purchase, the Rights
are attached to the Shares and are not separately transferable or exercisable
and, as discussed below, will not become so by reason of the Offer by Purchaser.
See the discussion under "Rights Condition" below and "SPECIAL
FACTORS--Background to the Offer."

Purchaser expects the Board of Directors of Loctite (the "LOCTITE BOARD") to
declare a dividend (the "QUARTERLY DIVIDEND") to holders of record of Shares on
a date (the "RECORD DATE") prior to the Expiration Date (as defined herein).
Holders of record of Shares on the Record Date will be entitled to receive the
Quarterly Dividend whether or not they tender their Shares pursuant to the
Offer, and, as long as the amount of the Quarterly Dividend does not exceed
$.30, no adjustment will be made to the Offer Price or to any other terms of the
Offer as a result of the payment of the Quarterly Dividend to such stockholders.
The members of the Loctite Board are referred to herein as "LOCTITE DIRECTORS."
See "THE TENDER OFFER--Dividends and Distributions."

Following consummation of the Offer, Purchaser currently intends to take
such steps as are necessary to take control of the Loctite Board and thereafter
to have the Company consummate a merger (the "SECOND STEP MERGER") with
Purchaser or another direct or indirect subsidiary of Parent in accordance with
the relevant provisions of the General Corporation Law of the State of Delaware
(the "DGCL"). Although Purchaser intends to take such steps promptly, no
assurance can be given as to when Purchaser will be able to cause the Second
Step Merger to be consummated. In the Second Step Merger, each Share not
tendered into the Offer will be converted into the right to receive an amount in
cash equal to the Offer Price. If Purchaser owns at least 90% of the outstanding
Shares, Purchaser would have the ability to consummate the Second Step Merger
without a meeting or vote of the Loctite Board or of the stockholders of the
Company pursuant to the "short form" merger provisions of the DGCL. See "SPECIAL
FACTORS--Purpose and Structure of the Offer; Plans for the Company After the
Offer."

For the reasons described below under "SPECIAL FACTORS--Fairness of the
Offer," Purchaser and Parent believe the Offer is fair to holders of Shares
other than Purchaser. To the knowledge of Purchaser, as of the date of this
Offer to Purchase, the Loctite Board has not yet taken a position with respect
to the Offer. Each stockholder should make its own determination as to whether
to accept or reject the Offer.

The Offer is subject to the fulfillment of a number of conditions including,
without limitation, the following:

MINIMUM TENDER CONDITION. THE OFFER IS CONDITIONED UPON THERE BEING VALIDLY
TENDERED (AND NOT WITHDRAWN) PRIOR TO THE EXPIRATION DATE THAT NUMBER OF SHARES
THAT WOULD, WHEN AGGREGATED WITH THE SHARES ALREADY OWNED BY PURCHASER,
REPRESENT AT LEAST A MAJORITY OF ALL OUTSTANDING SHARES ON
<PAGE>
A FULLY DILUTED BASIS ON THE DATE OF PURCHASE (THE "MINIMUM TENDER CONDITION").

According to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996 (the "COMPANY'S FORM 10-Q"), filed with the Securities and
Exchange Commission (the "COMMISSION"), there were 32,020,388 Shares issued and
outstanding as of June 30, 1996. In addition, according to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995 (the "COMPANY'S
FORM 10-K"), as of December 31, 1995, options to purchase 606,870 Shares were
outstanding. Based on the foregoing and assuming no subsequent issuance or
repurchase of Shares, Purchaser believes that the number of shares outstanding
on a fully diluted basis (the "FULLY DILUTED SHARES") is 32,627,258. The
percentages of Shares used herein are based on the information contained in the
Company's Form 10-Q, the Company's Form 10-K and other public documents filed by
the Company with the Commission. According to the Company's Form 10-K, there
were 3,869 record holders of Shares on February 29, 1996.

Purchaser owns 11,208,224 shares, representing approximately 35.0% of the
outstanding shares and approximately 34.4% of the Fully Diluted Shares.
Accordingly, assuming the information set forth in the preceding paragraph
accurately reflects the number of Fully Diluted Shares, the Minimum Tender
Condition will be satisfied if at least 5,105,406 Shares are validly tendered
and not withdrawn prior to the Expiration Date.

RIGHTS CONDITION. THE OFFER ALSO IS CONDITIONED UPON PURCHASER REMAINING
SATISFIED THAT THE OFFER CONSTITUTES A "PERMITTED OFFER" UNDER THE RIGHTS
AGREEMENT AND THAT THE RIGHTS WILL NOT BECOME EXERCISABLE (OR BE ADJUSTED) UPON
CONSUMMATION OF, OR OTHERWISE ARE INAPPLICABLE TO, THE OFFER AND THE SECOND STEP
MERGER (THE "RIGHTS CONDITION").

Under the Rights Agreement, a "Permitted Offer" is defined to include a
tender or exchange offer for all outstanding Shares EITHER "(A) which is at a
price and on terms determined, prior to the purchase of shares under such tender
or exchange offer, by at least (i) a majority of the [Loctite Directors who are
neither officers or employees of the Company nor affiliates, associates or
representatives of any person attempting to effect a business combination with
the Company] and (ii) a majority of all of the members of the [Loctite Board],
to be adequate (taking into account all factors that such directors deem
relevant) and otherwise in the best interests of the [Company], its stockholders
and its other relevant constituencies (other than the Person or any Affiliate or
Associate thereof on whose basis the offer is being made) taking into account
all factors that such directors may deem relevant OR (B) (i) which remains open
for a period of at least 60 days after the tender or exchange offer has
commenced and (ii) the consummation of which results in the Person on whose
basis the tender or exchange offer is made becoming the Beneficial Owner of more
than 50% of the outstanding [Shares]." (Emphasis added.) Purchaser believes
that, under the terms of the Rights Agreement, assuming satisfaction of the
Minimum Tender Condition, the Offer will constitute a "Permitted Offer," that
neither the commencement nor consummation of the Offer will cause the Rights to
detach from the Shares or become separately transferable or exercisable, that
the consummation of the Offer will not cause the Rights to be adjusted under
Section 11 of the Rights Agreement and that the Rights will expire without
adjustment upon consummation of the Second Step Merger. Accordingly, Purchaser
believes the Rights Condition will be satisfied without further action by the
Company and without approval of the Loctite Board. No assurance can be given,
however, that the Company or any other person will not take the position that
the Rights Agreement does not operate in the manner described above. Purchaser
expects that it would challenge any such position and nothing in this Offer to
Purchase nor any action taken in connection herewith is intended as a waiver of
that right.

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Monday, January 6, 1997, if Purchaser determines that it is not necessary for
the Offer to remain open until such date in order for the Rights Condition to be
satisfied. In that connection, Purchaser intends, if negotiations proceed, to
ask the Loctite Board to approve the Offer in the manner required for it to
constitute a "Permitted Offer" without regard to the time it remains open.

Certain other conditions to the Offer are described in "THE TENDER
OFFER--Terms of the Offer," "--Procedure for Tendering Shares," "--Acceptance
for Payment and Payment" and "--Certain Conditions of the Offer." Purchaser
reserves the right (but shall not be obligated to) waive any or all such
conditions.

Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, transfer taxes on the purchase of Shares pursuant to the Offer.
Purchaser will pay all fees and expenses of Rothschild Inc. ("ROTHSCHILD"),
which is acting as Dealer Manager (the "DEALER MANAGER"), Citibank, N.A., which
is acting as the Depositary (the "DEPOSITARY"), and MacKenzie Partners, Inc.,
which is acting as Information Agent (the "INFORMATION AGENT"), incurred in
connection with the Offer. See "THE TENDER OFFER--Fees and Expenses."

THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.

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SPECIAL FACTORS

BACKGROUND TO THE OFFER

INITIAL SHARE PURCHASES. In 1985, Henkel Corporation, a subsidiary of
Henkel of America, Inc. and an indirect wholly-owned subsidiary of Parent,
purchased, with the approval of the Company, approximately 25.01% of the then
outstanding Shares from certain members of the Krieble family in order to make a
minority investment in the Company (the "INITIAL PURCHASE"). The Initial
Purchase was effected pursuant to a Stock Purchase Agreement, dated as of May
23, 1985, as amended October 11, 1985 (the "INITIAL PURCHASE AGREEMENT"). In
connection with the Initial Purchase, Henkel Corporation obtained a right of
first refusal from such members of the Krieble family with respect to additional
Shares then owned by them representing approximately 14% of the then outstanding
Shares (the "RIGHT OF FIRST REFUSAL"). Pursuant to the Initial Purchase
Agreement, the Right of First Refusal is, and will continue, in effect until May
23, 1998. In January, 1992, Frederick B. Krieble, one of the members of the
Krieble family who was party to the Initial Purchase Agreement and subject to
the Right of First Refusal, transferred all of his Shares to Theta II Limited
("THETA II"), a personal holding company organized under the laws of The Turks
and Caicos Islands wholly owned by Mr. Krieble. In connection with this
transfer, Henkel Corporation entered into an Agreement (the "THETA II
AGREEMENT"), dated as of January 31, 1992, with Mr. Krieble and Theta II,
pursuant to which, among other things, Theta II agreed to be bound by the Right
of First Refusal with respect to the Shares transferred to it. The transfer and
the continued applicability of the Right of First Refusal were acknowledged by
the Company on February 4, 1992 (the "THETA II ACKNOWLEDGMENT"). The foregoing
summary of the Initial Purchase Agreement, the Theta II Agreement and the Theta
II Acknowledgment is qualified by reference to the copies of such agreements
included as Exhibits (c)(1), (c)(2) and (c)(3) to the Schedule 14D-1 filed by
Purchaser and Parent on November 6, 1996 and which are incorporated by reference
herein.

In 1989, Henkel Corporation transferred all Shares held by it to Purchaser,
a holding company established to hold certain investments previously held by
Henkel Corporation. As used herein, the term "HENKEL GROUP" shall mean Parent,
Henkel Corporation and Purchaser, collectively.

During the nearly 11 years since the Initial Purchase, Henkel Corporation
and, since 1989, Purchaser have acquired additional Shares in a number of
transactions (including purchases pursuant to the Right of First Refusal).
Purchaser currently owns 11,208,224 Shares, representing approximately 35.0% of
the outstanding Shares. Purchaser believes, based on publicly available
information concerning the holdings of the members of the Krieble family, that,
subject to the 1994 Agreement (defined below) and the Rights Agreement,
Purchaser and/or Henkel Corporation still has a Right of First Refusal with
respect to approximately 5.2% of the currently outstanding Shares. Schedule II
to this Offer to Purchase sets forth the purchases of Shares by Purchaser and
the purchase price for each purchase during the period since January 1, 1994.
Certain executive officers and directors of Parent and its affiliates
beneficially own, in the aggregate, 5,860 Shares. Schedule I to this Offer to
Purchase sets forth the amount and nature of such beneficial ownership for each
such person. For further information concerning Purchaser's interests in
Loctite, see "--Interests of Certain Persons; Stockholdings of Certain Officers
and Directors; and Related Transactions" below.

Purchaser understands that the Company undertook a repurchase program in
1995 to repurchase up to 3,350,000 Shares, which the Company has announced has
been completed. According to the Company's Form 10-K, the Company repurchased
1.8 million Shares in 1995 for a total of $84.3 million and expended an
additional $7.0 million in 1995 and $7.1 million in 1994 in connection with the
systematic repurchase of Shares for the Company's employee benefit plans. In
addition, according to the Company's Form 10-Q, the Company completed its
repurchase program by repurchasing 1.58 million Shares for $82.1 million during
the first six months of 1996.

THE 1994 AGREEMENT AND THE RIGHTS AGREEMENT. In connection with the Initial
Purchase, Henkel of America, Inc. entered into an investment agreement with the
Company, which was subsequently replaced by a new agreement, dated as of April
14, 1994, among the Henkel Group and the Company (the "1994

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AGREEMENT"). In connection with the 1994 Agreement, the Company adopted the
stockholder rights plan embodied in the Rights Agreement. The following summary
of the 1994 Agreement and the Rights Agreement is qualified by reference to the
copies of such agreements included as Exhibits (c)(4) and (c)(5) to the Schedule
14D-1 filed by Parent and Purchaser on November 6, 1996 and which are
incorporated by reference herein.

Pursuant to the 1994 Agreement, so long as the Henkel Group owns at least
10% of the outstanding Shares, the Company is prohibited from (i) adopting any
stockholder rights plan or similar device that does not contain substantially
the same terms and conditions as those set forth in the Rights Agreement and
(ii) adopting, amending, modifying, waiving, terminating or invalidating any
provision of the Rights Agreement, any similar rights plan or the Company's
certificate of incorporation or by-laws in any way which would adversely affect
the rights of the Henkel Group under the Rights Agreement.

Under the 1994 Agreement, the Company must (subject to certain exceptions)
give the Henkel Group notice of, and a reasonable opportunity to present its
views on, (i) any proposed adoption, amendment, modification, waiver,
termination or invalidation by the Company of any provision of the Rights
Agreement, any similar rights plan, the Company's certificate of incorporation
or by-laws not otherwise prohibited by the provisions described in the preceding
paragraph and (ii) any proposed issuance by the Company of additional Shares
(subject to certain exceptions).

Under the 1994 Agreement, the Henkel Group shall not, directly or
indirectly, seek to (i) amend, modify, waive, terminate or invalidate any
provision of the Rights Agreement or similar rights plan or (ii) redeem or
exchange the rights under the Rights Agreement, in either case, unless a
majority of the outside directors of the Company consents to such action. Under
the 1994 Agreement, the Henkel Group will (subject to certain exceptions) give
the Company notice of, and a reasonable opportunity to present its views on, any
proposed solicitation of proxies in opposition to any proposal recommended by
the Loctite Board or to remove any director on the Loctite Board.

Under the 1994 Agreement, the Loctite Board was expanded from ten members to
twelve members. The Company may not expand or reduce the size of the Loctite
Board without the Henkel Group's prior written consent.

Under the 1994 Agreement, the Henkel Group is entitled to recommend three
persons to serve as Loctite Directors at any time that it owns at least 25% of
the outstanding Shares; two persons at any time that it owns between 15% and 25%
of the outstanding Shares; and one person at any time that it owns between 10%
and 15% of the outstanding Shares. The Henkel Group is not entitled to recommend
Loctite Directors at any time that it owns less than 10% of the outstanding
Shares. Such recommendations are subject to the approval of a majority of all of
the Loctite Directors, which approval shall not be unreasonably withheld. The
1994 Agreement also included the parties' understanding that such approval would
not be anticipated to be withheld unless the Henkel Group recommended an
executive from its adhesives business or someone whose membership on the Loctite
Board would be a violation of law. Pursuant to these provisions, Roman Dohr,
Christoph Henkel and Jochen Krautter, none of whom is a current executive of the
adhesives business of the Henkel Group, are currently serving as Loctite
Directors.

Under the 1994 Agreement, at least one Loctite Director recommended by the
Henkel Group shall be a member of any key committee of the Loctite Board that
has up to four members, and at least two Loctite Directors recommended by the
Henkel Group shall be members of any key committee of the Loctite Board that has
five or more members. Pursuant to these provisions, Mr. Dohr serves as a member
and Chairman, and Mr. Henkel and Mr. Krautter serve as members, of the Audit and
Finance Committee; Dr. Krautter serves as a member of the Committee on Human
Resources; and Mr. Henkel serves as a member of the Committee on Board Affairs.

Under the 1994 Agreement and the Rights Agreement, the Henkel Group may
beneficially own up to 35% of the outstanding Shares, subject to adjustment
under certain circumstances (the "HENKEL GROUP

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PERCENTAGE"). The Henkel Group may own more than the Henkel Group Percentage
pursuant to the "Permitted Offer" provisions of the Rights Agreement described
below.

Under the 1994 Agreement, the Henkel Group's Right of First Refusal, which
expires on May 23, 1998, may be exercised by the Henkel Group so long as,
following such exercise, the Henkel Group owns less than the Henkel Group
Percentage. After the Henkel Group has reached the Henkel Group Percentage or if
the Henkel Group declines to exercise the Right of First Refusal, the Henkel
Group will assign the right to exercise the Right of First Refusal on the Shares
being offered to Loctite. If neither the Henkel Group nor the Company exercises
the right of first refusal with respect to Shares being offered in an amount
equal to 3% or more of the outstanding Shares, the Henkel Group and the Company
would use their respective reasonable best efforts to cause the Shares being
offered to be distributed as widely as practicable.

In connection with the adoption of the Rights Agreement, the Company
declared a dividend distribution of one Right for each then outstanding Share
and for each Share issued thereafter until such time as separate Rights
certificates are distributed or the Rights are redeemed or expire. Initially,
the Rights are attached to the Shares and are not exercisable. The Rights
separate from the Shares and become exercisable upon the earlier of (i)(A) the
first date of public announcement that a person or group has become the
beneficial owner of 10% or more of the Company's outstanding Shares (other than
as a result of a "Permitted Offer") or (B) a person or group that was a
"Grandfathered Stockholder" (as such term is defined in the Rights Agreement) no
longer qualifies as such and, at that time, the person or group is the
beneficial owner of 10% or more of the outstanding Shares or (ii) ten days
following commencement of a tender or exchange offer that would result in
beneficial ownership of 10% or more of the outstanding Shares (other than a
"Permitted Offer"). Upon separation of the Rights, each right will then entitle
the holder to buy one Share. Under Section 11 of the Rights Agreement, in the
event that any person (other than a Grandfathered Stockholder) acquires 10% or
more of the outstanding Shares (other than pursuant to a "Permitted Offer"), the
Rights adjust and each holder of a Right becomes entitled to purchase Shares
having a value equal to two times the exercise price of the Right. If the
Company is acquired in a merger (other than a merger following a "Permitted
Offer" at the same price and for the same form of consideration paid in the
"Permitted Offer"), the Rights adjust and each holder of a Right will become
entitled to purchase stock of the acquiror having a value equal to two times the
exercise price of the Right. Under the Rights Agreement, certain stockholders
are "grandfathered." Generally, Henkel Corporation and its affiliates have the
ability to own up to 35% of the Shares. If any "Grandfathered Stockholder"
exceeds its permitted percentage, or acquires the Company in a merger (other
than as set forth above), the adjustments described above would be triggered.
The Company has the right to redeem the Rights at $.01 per Right prior to the
time they become exercisable. The Rights will expire (i) on April 14, 2004, (ii)
in connection with a second-step merger satisfying certain criteria relating to
the amount and form of consideration involving an acquisition of the Company
following a "Permitted Offer" or (iii) upon redemption of the Rights by the
Company.

Thus, under the Rights Agreement, a person generally is permitted to own
more than 10%, and the Henkel Group is permitted to own more than the Henkel
Group Percentage, of outstanding Shares without triggering the Rights only
pursuant to a "Permitted Offer"--a tender or exchange offer for all outstanding
Shares which meets either of the following conditions: (i) such offer is at a
price and on terms determined by at least a majority of the Loctite Directors
who are neither officers or employees of the Company nor affiliates, associates
or representatives of any person attempting to effect a business combination and
a majority of all of the members of the Loctite Board to be adequate and
otherwise in the best interests of the Company; OR (ii) such offer remains open
for a period of at least 60 days after the tender or exchange offer has
commenced and the consummation of which results in the offeror becoming the
beneficial owner of more than 50% of the outstanding Shares. Purchaser believes
that, assuming satisfaction of the Minimum Tender Condition, the Offer satisfies
the second of these provisions of the Rights Agreement and, therefore,
constitutes a "Permitted Offer." Accordingly, neither the commencement nor
consummation of the Offer will cause the Rights to detach from the Shares or
become separately

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transferable or exercisable, and neither the purchase of Shares pursuant to the
Offer nor the consummation of the Second Step Merger will trigger the Rights.

Except as described herein, the Henkel Group is not restricted or prohibited
from transferring its Shares. Under the 1994 Agreement and the Rights Agreement,
the Henkel Group may transfer a portion or all of their Shares to any person
who, as a result of such transfer, would own more than 10% of the outstanding
Shares only if (i) a majority of the unaffiliated Loctite Directors in their
business judgment have not determined that beneficial ownership by such person
of 10% or more of the outstanding Shares would be reasonably likely to
materially adversely affect the Company or its stockholders and (ii) such person
does not beneficially own, after giving effect to such transfer, a percentage of
the then outstanding Shares in excess of the lesser of (A) the Henkel Group
Percentage in effect immediately prior to such proposed transfer and (B) the sum
of 0.3% of the then outstanding Shares and the percentage of the then
outstanding shares to be transferred by the Henkel Group to such person in such
proposed transfer. No transferee of any Shares from the Henkel Group shall have
any rights under the 1994 Agreement.

Under the Rights Agreement, the Henkel Group Percentage shall be reduced by
the percentage of Shares transferred by the Henkel Group upon any transfer,
unless such transfer is effected by means of a "Distribution Transaction." A
Distribution Transaction is defined generally as a public offering or sale
pursuant to Rule 144 under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), in which the Shares transferred are widely distributed and no
transferee acquires more than 1% of the outstanding Shares and no more than
three transferees acquire more than 0.5% of the outstanding Shares. In the event
of Distribution Transactions pursuant to which the Henkel Group transfers, in
the aggregate, in excess of 10% of the outstanding Shares, the Henkel Group
Percentage is also reduced by the aggregate percentage of Shares transferred in
such Distribution Transactions. In addition, under the Rights Agreement, in the
event the Company repurchases any Shares, the Henkel Group Percentage will be
increased to the percentage of the outstanding Shares beneficially owned by
Henkel Corporation immediately following such repurchase, if greater than the
Henkel Group Percentage immediately prior to such repurchase.

Under the 1994 Agreement and the Rights Agreement, Shares held by associates
("ASSOCIATES"), as defined in Rule 12b-2 of the Exchange Act, of the Henkel
Group are not deemed to be beneficially owned by the Henkel Group. However, if
at any time the Henkel Group or the Company becomes aware of the fact that the
aggregate Shares held by the Henkel Group together with its affiliates and
Associates exceeds the Henkel Group Percentage then in effect, the Henkel Group
must vote the excess Shares on any matter in the same proportion as all
outstanding Shares not held by the Henkel Group and its affiliates and
Associates are voted. The Henkel Group must also tender into any tender or
exchange offer (or otherwise sell to the person making such tender or exchange
offer) that is not opposed by a majority of those outside Loctite Directors who
are also Disinterested Directors (as defined in the Rights Agreement) or that is
for all outstanding Shares and is held open for a period of at least 60 days the
excess Shares in the same proportion as all outstanding Shares not held by the
Henkel Entities and its affiliates and Associates are tendered in such tender or
exchange offer.

BUSINESS RELATIONSHIP BETWEEN THE COMPANY AND PARENT. The Company has,
throughout the period since the Initial Purchase, operated as an independent
company. Except for the participation of representatives of Parent on the
Loctite Board, neither Parent nor Purchaser has had any involvement in the
management of the Company and Purchaser and Parent do not, and believe that they
do not have the ability to, control the Company or its management.

From time to time since the Initial Purchase, Parent has considered ways to
expand the relationship with the Company so that each company might benefit. In
1987, Parent and the Company entered into a Joint Research Agreement. There have
been no recent activities under this agreement, and no significant product or
know-how has ever been developed thereunder. In 1987, Parent also entered into a
license agreement pursuant to which it licensed certain technology to the
Company; however, the Company has not, since the agreement's inception, utilized
the licensed technology. From January 24, 1988 through January 24, 1991, the
Company marketed in the U.S. certain consumer adhesives under Parent's "PRITT"
trademark pursuant to a Distribution and Trademark License Agreement. Following
expiration of that

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agreement, the Company continued marketing such products for a period of time
but has substantially phased those products out of its product line since mid
1994. In July, 1993, in contemplation that they might, from time to time, be
interested in exchanging information to permit the evaluation of separate ideas
concerning possible business arrangements involving greater cooperative use of
their businesses, the Company and Parent entered into a ten-year confidentiality
agreement. This agreement generally requires each party to treat confidentially
the information received from the other party under the agreement and, except as
required by law, not to disclose the exchange of any information or the
existence of evaluations undertaken thereunder. In the summer of 1993, Guido De
Keersmaecker, an Executive Vice President of Parent responsible for the
Adhesives Division, had preliminary conversations with David Freeman, the Chief
Executive Officer of the Company, concerning the possibility of expanding the
level and nature of the business relationship existing between Parent and the
Company. These conversations were abandoned without substantial discussion of
the form that any such expanded relationship might take. In January, 1995, Mr.
De Keersmaecker again met with Mr. Freeman. At this time, preliminary
discussions were held concerning the possibility of a joint venture between
Parent and the Company relating to products manufactured by both companies for
the automotive industry aftermarket. Mr. Freeman noted that the Company
preferred to consider the possibility of one or more regional joint ventures for
all products manufactured by both companies and sold in particular regions of
the world, especially in developing countries. Again the discussions were
abandoned promptly with no significant developments proposed or discussed. In
July, 1996, Mr. De Keersmaecker and Mr. Freeman had preliminary discussions
concerning the possibility of a joint venture between the two companies of their
respective consumer products businesses. Again, the discussions did not proceed
beyond a very preliminary stage and no proposals were made by either party
relating to the structure or terms of any such joint venture.

From time to time since the Initial Purchase, Parent also has conducted
internal reviews of the strategic options available to Parent with respect to
its investment in the Company. These reviews, generally conducted with the
assistance of its financial advisor and its outside counsel, included periodic
assessments of, among other things, the possible acquisition of additional
Shares, the possible acquisition of the remainder of the Shares not owned by
Purchaser, the possible sale of its stake to a strategic buyer, to the Company
or through a public offering and possible combinations of certain businesses or
operations, by joint venture or otherwise, of the Company and Parent. These
periodic reviews generally resulted in Parent's determination to maintain its
minority position in the Company as a core investment for its business.

EVENTS LEADING UP TO THE OFFER. During the summer of 1996, Parent again
undertook, with its counsel and Rothschild, to review its strategic options with
respect to its investment in the Company. At a meeting between representatives
of Parent, its counsel and Rothschild on August 14, 1996, Rothschild presented a
preliminary analysis of various strategic options with respect to Parent's stake
in the Company. Included among the various strategic options was the acquisition
by Parent of all of the outstanding Shares not currently owned by Parent.

At meetings between representatives of Parent, its counsel and Rothschild on
September 19, 1996 and September 20, 1996, Rothschild presented its further
analysis of various strategic options with respect to Parent's stake in the
Company. A summary of the Rothschild analysis is set forth below under
"--Analysis of Rothschild as Financial Advisor to Parent." Thereafter, Parent
had additional discussions with its counsel and Rothschild and determined to
consider a change in its intention to remain a long-term, passive, minority
investor in the Company and to explore with the Company the possibility of such
a change.

In connection with its consideration of options, Dieter Winkhaus, Chief
Executive Officer of Parent, met with David Freeman, Chief Executive Officer of
Loctite, on Friday, October 25, 1996, and disclosed to him the possibility that
Parent and Purchaser might wish to acquire the remainder of Loctite not already
owned by Purchaser at a per share price in the area of $56, preferably through a
friendly, negotiated transaction.

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On October 26, 1996, Mr. Freeman called Mr. Winkhaus and requested that
Parent include in the options presented for consideration continuation of its
position as a minority stockholder. Mr. Winkhaus agreed to do so.

On October 27, 1996, a decision was made that Parent would propose a
friendly, negotiated transaction in which Purchaser would acquire the remainder
of the Shares at a per Share price in the area of $56 rather than continue its
current position as a minority stockholder. Mr. Winkhaus advised Mr. Freeman of
this decision in a telephone call on October 27, 1996 and expressed the desire
of Parent and Purchaser to engage in direct discussions with Loctite and the
Loctite Board and advisors and to work expeditiously with them toward such a
friendly, negotiated transaction.

Mr. Winkhaus advised Mr. Freeman that, if those negotiations failed or did
not proceed, Parent and Purchaser might decide to commence a tender offer for
all outstanding Shares that would qualify as a "Permitted Offer" under the
Rights Agreement and which, therefore, would not trigger the Rights. No firm
decision by Parent and Purchaser to commence such an offer was made at such
time, nor was any decision made as to the price at which such a tender offer, if
any, would be made. Mr. Winkhaus reiterated that Parent and Purchaser view their
investment in Loctite as a core investment and stated that Purchaser had no
intention of selling the Shares it currently holds.

On Monday, October 28, 1996, Purchaser filed an amendment to its Schedule
13D describing these events. In connection with that filing Parent sent a letter
to each of the members of the Loctite Board that read as follows:

Dear Member of the Board:

I am writing to be sure that you are fully apprised of Henkel's current posture
regarding its investment in Loctite. In that connection, I am attaching a copy
of a revised 13D filing Henkel is making today. As you may know, I met with
David Freeman on Friday and had discussions with him over the weekend in which I
have advised him that Henkel proposes an acquisition of the remaining shares of
Loctite it does not currently own at a price in the area of $56.

We wish to stress our desire to engage in direct discussions with Loctite's
Board of Directors, management and advisors to work toward a friendly,
negotiated transaction. As you will see, these facts are explicitly noted in the
attached 13D filing. We wish to also point out that we have been extremely
pleased with the spirit of cooperation and mutual good faith that has existed
over the years between the Board of Directors and management of Loctite and
representatives of Henkel; we look forward to continuing this relationship in
the future, regardless of the outcome of our proposal regarding our investment
in Loctite or in any subsequent developments.

As you may be aware, our 1994 revisions to the agreements between Henkel and
Loctite contemplated the possibility of a "Permitted Offer"--a tender offer for
all the outstanding shares of Loctite that remains open for at least sixty days.
Such an offer would not trigger the rights under Loctite's "poison pill." I
advised David that, if negotiations fail or do not proceed promptly, Henkel
might decide to commence such an offer.

While you will appreciate that our lawyers have told us we cannot say anything
that is not disclosed publicly, you should please feel free to contact me at any
time if you wish to discuss any of the enclosed.

With best personal regards,
/s/ Dieter Winkhaus

On Wednesday, October 30, 1996, the Company issued a press release
announcing that the Loctite Board had met and established a special committee
consisting of the outside Loctite Directors not nominated by the Henkel Group
(the "SPECIAL COMMITTEE") to evaluate Parent's proposal to acquire the 65% of
the Company that it does not already own. The October 30 press release also
indicated that the Special Committee had retained unaffiliated advisors to
assist the Special Committee in its consideration of the Company's alternatives.

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On Thursday, October 31, 1996, Robert W. Fiondella, chairman of the Special
Committee, called Mr. Winkhaus and informed him that the Special Committee had
put in process a review of Parent's proposal and expected to be in a position to
respond in some way only after a meeting of the Special Committee scheduled to
be held on November 12, 1996.

On Monday, November 4, 1996, Mr. De Keersmaecker and Lothar Steinebach, Vice
President, Finance/Controlling of Parent and Parent's financial and legal
advisors met with the Special Committee's financial and legal advisors and made
a brief presentation regarding Parent's proposal. The Special Committee's
financial and legal advisors confirmed that the Special Committee would not
respond to Parent and Purchaser until November 12, 1996, at the earliest, and
advised Parent and Purchaser that no negotiations or discussions would proceed
in the interim. No assurance was given that such negotiations or discussions
would take place thereafter. Parent and Purchaser have determined that, in light
of the timing of such response and the minimum sixty-day period an offer is
required to remain open, Purchaser should commence the Offer while continuing to
pursue negotiations with the Special Committee.

In connection with the commencement of the Offer, Parent sent a letter to
the members of the Loctite Board that read as follows:

Dear Member of the Board:

I am writing to advise you that our subsidiary HC Investments, Inc. has
today commenced a cash tender offer to purchase all of the outstanding shares of
Loctite common stock (including any associated stock purchase rights) that it
does not already own for $57.75 per share. This price is higher than Loctite's
stock had ever traded prior to our announcement last Monday of our proposal and
represents a significant premium to the price at which Loctite's stock had been
trading in the months prior to that announcement.

As you know, we have sought to enter into discussions toward a friendly,
negotiated acquisition of Loctite. It remains our fervent hope that we will be
given the opportunity to begin substantive negotiations soon, and we will
continue to pursue those discussions with the Special Committee and its
advisors. As you are aware, a "Permitted Offer" under Loctite's rights plan
must, absent Loctite Board approval, remain open for at least sixty days--a
period twice the length of a normal tender offer designed to provide Loctite
adequate time to review a proposal such as Henkel's. In light of this lengthy
period, we determined that it was desirable to commence the process to enable
your stockholders to benefit from this attractive opportunity in a timely manner
and bring to an end the uncertainties inherent in the process as soon as
prudently possible. We believe that commencing our offer does not in any way
prevent Loctite from fully reviewing our proposal or from engaging in the
discussions we seek.

We believe that Henkel and Loctite are an excellent fit. Our respective
businesses in the industrial and consumer adhesives markets are highly
complementary and we believe the global resources Henkel brings to the
combination will accelerate the growth of Loctite's products in existing and new
markets. We believe a combination of our businesses will present great
opportunities and challenges for our respective employees and managements, whom
we foresee working together, in Hartford and Dusseldorf, to build the business
going forward.

We have been extremely pleased with the spirit of cooperation and mutual
good faith that has existed over the years between the Board of Directors and
management of Loctite and representatives of Henkel; we look forward to
continuing this relationship in the future. Our preference remains to enter into
a friendly, negotiated transaction. As you consider our tender offer, please be
aware that we are available to meet promptly with you and your advisors to
discuss our offer, should you wish to do so.

With best personal regards,
/s/ Dieter Winkhaus

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ANALYSIS OF ROTHSCHILD AS FINANCIAL ADVISOR TO PARENT

Parent has retained Rothschild as its exclusive financial advisor with
respect to certain strategic alternatives regarding its investment in the
Company. In connection with that retention, Parent requested that Rothschild
review published financial and market information relating to the Company.
Parent did not request that Rothschild provide any opinion as to the fairness of
the Offer to the stockholders of the Company or to perform any independent
examination or investigation of the Company's businesses or assets. Accordingly,
Rothschild did not attempt to verify the accuracy or completeness of any of the
information it reviewed, nor did Rothschild, conduct any discussion with, or
obtain any information from, any officers or employees of the Company.

Rothschild reviewed, among other things: Annual Reports to Shareholders and
Annual Reports on Form 10-K of the Company for the three years ended December
31, 1995; certain interim reports to shareholders and Quarterly Reports on Form
10-Q; and certain other communications from the Company to its shareholders.
Rothschild also collected and summarized reports published during 1996 by
various securities analysts who followed the Company. In addition, Rothschild
also reviewed reported price and trading activity for the Shares, compared
certain financial and market information for the Company with similar
information for certain other companies and securities which are publicly
traded, reviewed the financial terms of certain recent business combinations and
performed such other studies and analyses as Rothschild was requested to perform
or considered appropriate. The financial and comparative analyses Rothschild
performed in connection with its advice to the Company, set forth below,
included: (i) analyses of selected publicly-traded companies; (ii) comparable
transaction analyses; (iii) discounted cash flow analyses; and (iv) other
financial analyses.

ANALYSES OF SELECTED PUBLICLY-TRADED COMPANIES. Rothschild reviewed and
compared certain financial and stock market information of the Company and
selected publicly traded companies engaged in the specialty chemical, adhesives
and sealants and European chemical industries. Such companies included: Ecolab
Inc., Engelhard Corporation, Ferro Corp., Great Lakes Chemical Corp., M.A. Hanna
Co., LeaRonal, Inc., Rohm and Haas Company, RPM, Inc., WD-40 Company and Witco
Corporation (the "SPECIALTY CHEMICAL COMPANIES"); Avery Dennison Corporation,
H.B. Fuller Co. and Morton International, Inc. (the "ADHESIVES AND SEALANTS
COMPANIES"); and Recticel S.A., Solvay S.A., Tessenderlo Chemie, UCB S.A., BOC
Group plc, Courtaulds plc, Imperial Chemical Industries plc, Akzo Nobel, DSM
N.V., L'Air Liquide, Primagaz Cie, Rhone-Poulenc S.A., BASF A.G., Bayer A.G.,
Degussa A.G., Hoechst A.G., Ciba Geigy A.G. and Roche Holding A.G. (the
"EUROPEAN CHEMICAL COMPANIES" and, together with the Specialty Chemical
Companies and the Adhesives and Sealants Companies, the "SELECTED COMPANIES").
Although the Selected Companies were, to a certain extent, comparable to the
Company based on certain characteristics of their businesses, none of these
companies possessed characteristics identical to those of the Company.
Rothschild examined and compared various valuation methods and calculated
various financial multiples for the Company and the Selected Companies based on
publicly available information. The multiples and ratios for the Company and
each of the Selected Companies were based on the most recent publicly available
information for the Company and such Selected Companies as of August 14, 1996.

The multiples highlighted were as follows: (i) the ratio of market value to
1996 estimated earnings (which ratio was based on analysts' estimates)--14.6x
for the Company, which compared to a mean of 15.5x for the Specialty Chemicals
Companies and Adhesives and Sealants Companies, a mean of 16.8x for the
Adhesives and Sealants Companies and a mean of 16.1x for the European Chemical
Companies; (ii) the ratio of market value plus net debt to 1996 estimated sales
(which ratio was based on analysts' estimates)--1.9x for the Company, which
compared to a mean of 1.2x for the Specialty Chemicals Companies and Adhesives
and Sealants Companies, a mean of 1.0x for the Adhesives and Sealants Companies
and a mean of 1.1x for the European Chemical Companies; (iii) the ratio of
market value plus net debt to 1996 estimated EBIT (earnings before interest and
taxes) (which ratio was based on analysts' estimates)--11.4x for the Company,
which compared to a mean of 9.7x for the Specialty Chemicals Companies and
Adhesives and Sealants Companies, a mean of 10.6x for the Adhesives and Sealants

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Companies and a mean of 12.1x for the European Chemical Companies; and (iv) the
ratio of the market value to the latest available book value--4.2x for the
Company, which compared to a mean of 3.0x for the Specialty Chemical Companies
and Adhesives and Sealants Companies, a mean of 2.7x for the Adhesives and
Sealants Companies and a mean of 2.4x for the European Chemical Companies.

COMPARABLE TRANSACTION ANALYSES. Rothschild reviewed and compared the
prices paid in selected merger and acquisition transactions in the specialty
chemical industry (the "SELECTED TRANSACTIONS"). Rothschild calculated the
aggregate consideration and various financial multiples from available actual
and estimated information for each such Selected Transaction. The aggregate
consideration for the Selected Transactions ranged from $2.9 million to $3,354
million. The financial multiples highlighted, in each case based on the
consideration paid for the equity of the acquired company (the "EQUITY VALUE")
or the sum of the consideration paid for the equity of the acquired company plus
the amount of net debt assumed in the transaction ("ENTERPRISE VALUE"), were as
follows: (i) the ratio of Equity Value to net income for the latest twelve
months prior to the announcement of each of the Selected Transactions, which
ranged from a high of 26.2x to a low of 6.6x, with a mean of 18.4x; (ii) the
ratio of Enterprise Value to sales for the latest twelve months for Selected
Transactions, which ranged from a high of 3.4x to a low of 0.7x with a mean of
1.3x; (iii) the ratio of Enterprise Value to the latest 12 months EBIT for the
Selected Transactions, which ranged from a high of 16.0x to a low of 6.5x with a
mean of 11.0x; (iv) the ratio of Equity Value to latest book value for the
Selected Transactions, which ranged from a high of 7.2x to a low of 2.1x with a
mean of 3.9x.

DISCOUNTED CASH FLOW ANALYSES. On October 4, 1996, Rothschild presented
several discounted cash flow analyses of the Company to Parent. Rothschild
performed these discounted cash flow analyses based upon (a) a compound annual
projected revenue growth rate for the Company of six percent (the "SIX PERCENT
GROWTH MODEL") which, using discount rates ranging from 11% to 15% with terminal
values of the Company's fiscal 2001 EBITDA (earnings before interest, taxes,
depreciation and amortization) ranging from 9.0x to 11.0x, resulted in implied
per Share values ranging from $36.79, at the highest discount rate and lowest
terminal value multiple, to $52.17, at the lowest discount rate and highest
terminal value multiple, and, with terminal values assuming four, five and six
percent perpetual annual growth of the Company's unlevered free cash flow
beginning in the Company's fiscal year 2002, resulted in implied per Share
values ranging from $29.67, at the highest discount rate and the lowest
perpetual annual growth rate, to $46.89, at the lowest discount rate and the
highest perpetual annual growth rate; (b) a compound annual projected revenue
growth rate for the Company of nine percent (the "NINE PERCENT GROWTH MODEL")
which, using discount rates ranging from 11% to 15% with terminal values of the
Company's fiscal 2001 EBITDA ranging from 9.0x to 11.0x, resulted in implied per
Share values ranging from $42.54, at the highest discount rate and lowest
terminal value multiple, to $60.21, at the lowest discount rate and highest
terminal value multiple, and, with terminal values assuming four, five and six
percent perpetual annual growth of the Company's unlevered free cash flow
beginning in the Company's fiscal year 2002, resulted in implied per Share
values ranging from $35.06, at the highest discount rate and the lowest
perpetual annual growth rate, to $55.33, at the lowest discount rate and the
highest perpetual annual growth rate; and (c) a compound annual projected
revenue growth rate for the Company of twelve percent (the "TWELVE PERCENT
GROWTH MODEL") which, using discount rates ranging from 11% to 15% with terminal
values of the Company's fiscal 2001 EBITDA ranged from 9.0x to 11.0x, resulted
in implied per Share values ranging from $47.23, at the highest discount rate
and lowest terminal value multiple, to $66.87, at the lowest discount rate and
highest terminal value multiple, and, with terminal values assuming four, five
and six percent perpetual annual growth of the Company's unlevered free cash
flow beginning in the Company's fiscal year 2002, resulted in implied per Share
values ranging from $39.23, at the highest discount rate and the lowest
perpetual annual growth rate, to $61.97, at the lowest discount rate and the
highest perpetual annual growth rate. The Six and Nine Percent Growth Models
were designed to reflect Parent's internal assumptions as to the range of
realistic growth for the Company. The Twelve Percent Growth Model was designed
to approximate a 12.5% net earnings growth rate that was the consensus for Wall
Street research analysts following the Company at the time such analysis was
prepared.

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OTHER ANALYSES. Rothschild prepared a financial analysis of the possible
acquisition of the Company by Parent and calculated the aggregate consideration
and various financial multiples based upon cash consideration per Share prices
ranging from $37.00 to $55.00. Rothschild also prepared a financial analysis of
the impact the possible acquisition of the Company by Parent would have on
Parent's balance sheet and income statement at prices of $50.70, $54.93 and
$59.15 per Share. This analysis showed that Parent's net debt to total capital
increased from the then existing level of 27.2% to a range of 45.9% to 47.8%.
This analysis further showed that Parent would obtain a pre-tax return on its
investment in the company ranging from 8.3% to 10.3%. Rothschild reviewed the
financial and operational fit between the Company and certain other potential
purchasers. This analysis showed that a transaction by such other potential
purchasers, given certain synergy, financing and other operating assumptions,
would be dilutive to their earnings per share at the per Share Offer Price.
Rothschild also reviewed the financial and operational impact a leveraged
buyout, a spin-off of a subsidiary of the Company and a share repurchase by the
Company would have on the Company. Rothschild noted that the rate of return to
an equity investor in a leveraged buyout of the Company at $47.25 per Share was
below 30% and the EBIT interest coverage was 1.3x in the first year following
completion of the transaction, under the likely financial structure under which
such an investor might undertake a leveraged buyout under current market
conditions; that a repurchase of approximately 32% of the Company's Shares at
$55 per Share would meaningfully increase the Company's leverage and create
earnings per share dilution in 1997, and also would result in Parent owning more
than 50% of the Company's Shares; and that a tax-free spin-off of the Company's
consumer product lines from the commercial product lines would most likely not
result in a meaningful difference in the multiples at which the separated
businesses would trade from the then current multiples of the Company.

Rothschild analyzed various other strategic options available with respect
to Purchaser's stake in the Company including the sale of its stake to a
strategic buyer, through a public offering or to the Company, the exchange of
the shares owned by Purchaser for assets of the Company and the issuance by an
affiliate of Parent of equity-linked securities.

Rothschild's analyses were based on information then available and the best
economic assumptions available to it at that time and various other factors.
Rothschild's views do not constitute an opinion as to a fair valuation of the
Company or its Shares, or the optimal price to be achieved by the stockholders
of the Company from the strategies evaluated by Rothschild, nor do Rothschild's
analyses purport to be a comprehensive review of all options available to the
Company. Since Rothschild's views as to likely values and results obtained from
various strategies available to the Company are inherently subject to
uncertainty, none of Purchaser, Parent, Rothschild or any other person assumes
responsibility for their accuracy or for the reliance by any stockholder of the
Company upon them.

Rothschild is also acting as Dealer Manager in connection with the Offer.
Parent has paid Rothschild a retainer fee of $150,000, has agreed to pay an
additional fee of $750,000 upon the announcement of a public offer like the
Offer and has agreed to pay an additional transaction fee of .52% of the
aggregate consideration paid, or received, by Parent (less the $900,000
previously paid and subject to a maximum of $6,000,000) upon consummation of any
of certain types of transactions, including the Offer and the Second Step
Merger. Parent has also agreed to reimburse Rothschild for all reasonable
out-of-pocket expenses incurred by Rothschild, including the reasonable fees and
expenses of legal counsel, and to indemnify Rothschild against certain
liabilities and expenses in connection with their engagement, including certain
liabilities under the federal securities laws.

Rothschild is an internationally recognized investment banking firm engaged
in the valuation of businesses and their securities in connection with mergers
and acquisitions, bankruptcies and restructurings, privatizations, private
placements and valuations for corporate and other purposes. Parent selected
Rothschild as its financial advisor based upon Rothschild's familiarity with
Parent and the Company and its experience, ability and reputation with respect
to mergers and acquisitions.

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FAIRNESS OF THE OFFER

As noted above in "Background to the Offer," despite the size of Purchaser's
shareholdings and representation on the Loctite Board, Purchaser and Parent do
not, in fact or ability, control the Company and, therefore, Purchaser and
Parent believe that they are not "affiliates" of the Company (as such term is
defined in Rule 12b-2 of the Exchange Act). However, Purchaser and Parent
understand that the Company or any other person might take the position that
they may be deemed to be "affiliates" and, accordingly, they have complied with
the requirements of Rule 13e-3 under the Exchange Act and have considered the
fairness of the Offer to the stockholders of the Company other than Purchaser,
Parent and their affiliates (the "PUBLIC STOCKHOLDERS").

Purchaser and Parent believe that the Offer is fair to the Public
Stockholders. In making this determination, Purchaser and Parent took into
account the following factors: (i) the Offer Price represents a premium over the
market prices at which the Shares traded during the period prior to the
announcement by Purchaser that it had proposed negotiations for a friendly
transaction with the Company and is higher than the highest price at which the
Shares had ever traded prior to such announcement; (ii) the Offer Price is
higher than, or at the higher end of the range of, the implied value of the
Shares derived from a majority of the analyses performed by Rothschild and
described above; (iii) the Offer Price is higher than the highest price paid by
Henkel Corporation or Purchaser for any of the Shares acquired since 1985; (iv)
the Offer is a non-coercive cash offer for all Shares that is structured as a
"Permitted Offer" under the Rights Agreement and the 1994 Agreement, a structure
negotiated by the Company to protect the stockholders of the Company against
abusive takeover techniques; and (v) the Offer provides stockholders who are
considering selling their Shares the opportunity to do so without incurring the
transaction costs typically associated with market sales. Purchaser and Parent
did not find it practicable to, and did not, assign specific relative weights to
the foregoing factors in reaching their opinion as to the fairness of the Offer.

Except as described herein, neither Purchaser nor Parent has obtained, or
sought to obtain, any report, opinion or appraisal from an outside party,
including, without limitation, an investment banker's opinion as to the fairness
of the Offer to the Public Stockholders. To Purchaser's knowledge, the Company
and the members of the Loctite Board have not taken a position with respect to
the fairness of the Offer. However, the Company has established the Special
Committee and hired unaffiliated representatives to assist the Special Committee
in considering the fairness of the Offer to the Public Stockholders. The Offer
is conditioned upon, among other things, satisfaction of the Minimum Tender
Condition, but is not conditioned upon there being tendered a majority of the
Shares not owned by Purchaser or otherwise upon the approval of holders of a
majority of the Shares not owned by Purchaser. See "SPECIAL FACTORS-- Background
to the Offer."

PURPOSE AND STRUCTURE OF THE OFFER; PLANS FOR THE COMPANY AFTER THE OFFER

Except in the case of a "short-form" merger, under the DGCL and the
Company's Certificate of Incorporation, the approval of the Loctite Board and of
the holders of a majority of the outstanding Shares is required to approve the
Second Step Merger. Accordingly, if the Minimum Tender Condition is satisfied
and Purchaser purchases Shares tendered pursuant to the Offer, Purchaser would
have the ability to

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<PAGE>
approve the Second Step Merger without the approval of any other stockholder of
the Company. In this situation, Purchaser would take such steps as are necessary
to take control of the Loctite Board and thereafter to have the Company
consummate the Second Step Merger. If Purchaser owns at least 90% of the
outstanding Shares, Purchaser would have the ability to consummate the Second
Step Merger without taking control of the Loctite Board and without action by
the Loctite Board or the stockholders of the Company pursuant to the "short
form" merger provisions of the DGCL.

The Offer is structured so that no approval of the unaffiliated stockholders
of the Company or of the Loctite Board or of the Special Committee is required.

If, following consummation of the Offer, Purchaser owns less than 90% of the
outstanding Shares, Purchaser reserves the right to purchase from time to time
additional Shares, if market conditions permit and subject to the availability
of funds and other investment opportunities. Such purchases may be made through
the open market, privately negotiated purchases, another tender offer, an
exchange offer or otherwise, subject, in each case, to market conditions, at
prices which may be greater or less than the Offer Price. There can be no
assurance that Purchaser will acquire such additional Shares in such
circumstances or over what period of time such additional Shares, if any, might
be acquired. Any acquisition of Shares by Purchaser would have to be made in
accordance with applicable legal requirements, including those of Regulation
13D-G and Rules 10b-18 and 13e-3 under the Exchange Act, and the terms of the
1994 Agreement and the Rights Agreement. After completion or termination of the
Offer, Purchaser also reserves the right, but has no current intention, to sell
Shares in open market or negotiated transactions.

Purchaser currently intends, to the extent possible, to seek to have the
Shares delisted from the New York Stock Exchange, Inc. (the "NYSE") and the
Pacific Stock Exchange Incorporated (the "PSE") and to terminate the
registration of the Shares under the Exchange Act following consummation of the
Offer or the Second Step Merger. Delisting of the Shares may occur, in any
event, at the instigation of the NYSE and the PSE following consummation of the
Offer due to the reduced number of Shares or holders thereof then outstanding.
The failure to be so listed could result in the termination of the registration
of the Shares under the Exchange Act. If the Shares cease to be registered under
the Exchange Act, the Company, among other things, would no longer be required
to comply with the Exchange Act's proxy rules. See "THE TENDER OFFER--Certain
Effects of the Offer."

In connection with the Offer, Purchaser and Parent have considered, and will
continue to consider, various possible business strategies that they might
pursue in the event that Purchaser acquires the Company, whether pursuant to the
Offer or otherwise. At present, Purchaser and Parent believe that certain
synergies may be achievable and certain global opportunities created if certain
businesses of Parent are combined with those of the Company. It is currently
anticipated that the Company's management would be retained to assist in
building this combined worldwide business and that the Company's headquarters in
Hartford, Connecticut would remain a center of competence for this business.
Following the Second Step Merger, Purchaser and Parent will conduct a further
review of the Company and its assets, corporate structure, capitalization,
operations, properties, policies, management and personnel and will determine
what other actions or changes, if any, would be desirable in light of the
circumstances that exist at that time.

Except as otherwise described in this Offer to Purchase, Purchaser has no
current plans or proposals which relate to or would result in: (a) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Company or any of its subsidiaries; (b) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (c) any change in the present board of directors or management of
the Company, including, but not limited to, any plan or proposal to change the
number or term of directors, to fill any existing vacancy on the Loctite Board
or to change any material term of the employment contract of any executive
officer; (d) any material change in the present dividend rate or policy or
indebtedness or capitalization of the Company; (e) any other material change in
the Company's corporate structure or business; (f) a class of equity securities
of the Company becoming

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eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or (g) the suspension of the Company's obligation to file reports
pursuant to Section 15(d) of the Exchange Act.

INTERESTS OF CERTAIN PERSONS; STOCKHOLDINGS OF CERTAIN OFFICERS AND DIRECTORS;
AND

RELATED TRANSACTIONS

DIRECTORS AND OFFICERS. As described under "--Background to the Offer"
above, currently, of the 12 Loctite Directors, three were nominated or
recommended by the Henkel Group. Mr. Dohr, a former Executive Vice President of
Parent and a former member of Parent's Management Board, Mr. Henkel, Vice
Chairman of Parent's Shareholders' Committee, Mr. Krautter, an Executive Vice
President of Parent responsible for its Metal Chemicals division and a member of
Parent's Management Board, currently serve as Loctite Directors. These Loctite
Directors and certain of the executive officers and directors of Parent
beneficially own, in the aggregate, 13,160 Shares. Mr. Dohr owns 7,300 of such
Shares. Schedule I to this Offer to Purchase sets forth the amount and nature of
such beneficial ownership for each executive officer and director of Parent and
Purchaser. Purchaser believes that certain of these persons, who own an
aggregate of 5,860 Shares, intend to tender their Shares into the Offer. Mr.
Dohr does not intend to tender his Shares in light of the potential application
of the profit recapture provisions of Section 16(b) of the Exchange Act to such
a tender. However, it is anticipated that his shares would be converted into the
right to receive an amount in cash equal to the Offer Price in the Second Step
Merger.

According to the Company's Proxy Statement, dated March 13, 1996, for its
annual meeting of stockholders filed on Schedule 14A with the Commission (the
"COMPANY'S 1996 PROXY STATEMENT"), each member of the Loctite Board who is not
an officer of the Company is paid an annual retainer fee of $20,000 for
membership on the Loctite Board, an additional fee of $1,000 for each Loctite
Board meeting, and a fee of $1,000 in the event of a Committee meeting which
occurs apart from a regular Loctite Board meeting. In addition, each Committee
Chairman receives an annual retainer fee of $3,000. Finally, non-employee
Directors also receive an award of 300 Shares at the time of election or
reelection to the Loctite Board. Officers who are directors of the Company do
not receive such retainers, meeting fees or Share awards. Accordingly, the three
nominees of the Henkel Group who are directors of the Company have been entitled
to receive directors' fees for attending Loctite Board and committee meetings.

SECURITY OWNERSHIP. As noted above, Purchaser currently owns 11,208,224
Shares, representing approximately 35.0% of the outstanding Shares and
approximately 34.4% of the outstanding Shares on a fully diluted basis. See
"--Background to the Offer" above. As of the date hereof, to the knowledge of
Purchaser, no executive officer or director of Parent or Purchaser beneficially
owns, or has the right to acquire, directly or indirectly, any Shares, except as
set forth in Schedule I to this Offer to Purchase. Executive officers and
directors of Parent listed in Schedule I to this Offer to Purchase who
beneficially own, in the aggregate, 5,860 Shares have indicated to Purchaser
that they currently intend to tender their Shares pursuant to the Offer. None of
Purchaser, Parent or, to the knowledge of Purchaser, any of the executive
officers and directors of Parent or Purchaser, has engaged in any transaction in
the Shares in the past 60 days.

RELATED TRANSACTIONS. Since January 1, 1993, except as otherwise described
herein, none of Parent, Purchaser or any of their affiliates has engaged in any
transaction with the Company other than entering into the 1994 Agreement and
except for purchases or sales in the ordinary course of business in immaterial
amounts. For a description of the 1994 Agreement, see "SPECIAL
FACTORS--Background to the Offer."

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

The receipt of cash for Shares pursuant to the Offer (or pursuant to the
Second Step Merger, if consummated) will be taxable for U.S. federal income tax
purposes under the Internal Revenue Code of 1986, as amended (the "CODE"), and
also may be taxable under applicable state, local, foreign and other

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<PAGE>
tax laws. In general, for U.S. federal income tax purposes, a stockholder will
receive gain or loss equal to the difference between the amount of cash received
and such holder's adjusted tax basis in the Shares sold. Gain or loss must be
determined separately for each block of Shares (I.E., Shares acquired at the
same cost in a single transaction) sold pursuant to the Offer (or pursuant to
the Second Step Merger, if consummated). Such gain or loss will be a capital
gain or loss provided the Shares are a capital asset in the hands of the
stockholders and will be a long-term capital gain or loss if the Shares have
been held for more than 12 months.

The foregoing discussion may not be applicable to stockholders who acquired
their Shares pursuant to the exercise of employee stock options or otherwise as
compensation, who are not citizens or residents of the United States or who are
otherwise subject to special tax treatment under the Code.

THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR
GENERAL INFORMATION ONLY AND IS BASED UPON CURRENT LAW. EACH STOCKHOLDER IS
URGED TO CONSULT HIS OR HER OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX
CONSEQUENCES OF THE OFFER (AND THE SECOND STEP MERGER, IF CONSUMMATED),
INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER TAX
LAWS.

Payments in connection with the Offer or the Second Step Merger may be
subject to backup withholding at a 31% rate. Backup withholding generally
applies if the stockholder (a) fails to furnish such stockholder's social
security number or taxpayer identification number ("TIN"), (b) furnishes an
incorrect TIN, (c) fails properly to report interest or dividends or (d) under
certain circumstances, fails to provide a certified statement, signed under
penalties of perjury, that the TIN provided is such stockholder's correct number
and that such stockholder is not subject to backup withholding. Backup
withholding is not an additional tax but merely an advance payment, which may be
refunded to the extent it results in an overpayment of tax. Certain persons
generally are exempt from backup withholding, including corporations and
financial institutions. Certain penalties apply for failure to furnish correct
information and for failure to include the reportable payments in income. Each
stockholder should consult with such stockholder's own tax advisor as to such
stockholder's qualification for exemption from withholding and the procedure for
obtaining such exemption.

APPRAISAL RIGHTS

UNDER THE DGCL, HOLDERS OF SHARES NOT PURCHASED BY PURCHASER ARE NOT
ENTITLED TO APPRAISAL RIGHTS IN CONNECTION WITH THE OFFER. However, if following
consummation of the Offer, Purchaser consummates the Second Step Merger, holders
of Shares not purchased by Purchaser in the Offer will be entitled to seek
appraisal rights under the DGCL in connection with the Second Step Merger as
follows.

The following discussion is not a complete statement of the law pertaining
to appraisal rights under the DGCL and is qualified in its entirety by the full
text of Section 262 of the DGCL ("SECTION 262") which is attached hereto as
Annex I and is incorporated herein by this reference. All references in Section
262 and in this summary to a "stockholder" or "holders" are to the record holder
of the Shares as to which appraisal rights are asserted.

Under the DGCL, holders of Shares ("APPRAISAL SHARES") who follow the
procedures set forth in Section 262, and who have neither voted in favor of the
Second Step Merger nor consented thereto in writing, will be entitled to have
their Appraisal Shares appraised by the Delaware Chancery Court and to receive
payment in cash of the "fair value" of such Appraisal Shares, exclusive of any
element of value arising from the accomplishment or expectation of the Second
Step Merger, together with a fair rate of interest, if any, as determined by
such court.

Under Section 262, if the Second Step Merger must be submitted to the
stockholders of the Company because Purchaser does not own 90% of the
outstanding Shares or otherwise, the Company must, not less

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<PAGE>
than 20 days prior to the meeting held for the purpose of obtaining stockholder
approval of the Second Step Merger, notify each of the Company stockholders
entitled to appraisal rights that such rights are available, and must include in
such notice a copy of Section 262. If no stockholder vote is required, the
Company, either before the effective date of the Second Step Merger or within
ten days thereafter, must notify each of the stockholders entitled to appraisal
rights of the effective date of the Second Step Merger and that appraisal rights
are available, and must include in such notice a copy of Section 262.

A holder of Appraisal Shares wishing to exercise such holder's appraisal
rights will be required to deliver to Purchaser within 20 days after the date of
mailing of the notice described in the preceding paragraph a written demand for
appraisal of such holder's Appraisal Shares. A holder of Appraisal Shares
wishing to exercise such holder's appraisal rights must be the record holder of
such Appraisal Shares on the date the written demand for appraisal (as described
below) is made and must continue to hold such Appraisal Shares of record through
the effective date of the Second Step Merger. Accordingly, a holder of Appraisal
Shares who is the record holder of Appraisal Shares on the date the written
demand for appraisal is made (if such demand is made prior to the effectiveness
of the Second Step Merger), but who thereafter transfers such Appraisal Shares
prior to the consummation of the Second Step Merger, will lose any right to
appraisal in respect of such Appraisal Shares.

Within 120 days after the effective date of the Second Step Merger, but not
thereafter, Purchaser or any stockholder who has complied with the statutory
requirements summarized above and who is otherwise entitled to appraisal rights
may file a petition in the Delaware Chancery Court demanding a determination of
the fair value of the Appraisal Shares. Purchaser is under no obligation to file
a petition with respect to the appraisal of the fair value of the Appraisal
Shares and does not intend to do so. Accordingly, it will be the obligation of
the stockholders seeking appraisal rights to initiate all necessary action to
perfect any appraisal rights within the time prescribed in Section 262.

Within 120 days after the effective date of the Second Step Merger, any
stockholder who has complied with the statutory requirements summarized above
will be entitled, upon written request, to receive from Purchaser a statement
setting forth the aggregate number of Appraisal Shares with respect to which
demands for appraisal have been received and the aggregate number of holders of
such Appraisal Shares. Such statements must be mailed within ten days after a
written request therefor has been received by Purchaser or within ten days after
expiration of the period for delivery of demands for appraisal, whichever is
later.

If a petition for an appraisal is timely filed, after a hearing on such
petition, the Delaware Chancery Court will determine the stockholders entitled
to appraisal rights and will appraise the "fair value" of their Appraisal
Shares, exclusive of any element of value arising from the accomplishment or
expectation of the Second Step Merger, together with a fair rate of interest, if
any, to be paid upon the amount determined to be the fair value.

The costs of the proceeding may be determined by the Delaware Chancery Court
and taxed upon the parties as the Delaware Chancery Court deems equitable in the
circumstances. Upon application of a stockholder, the Delaware Chancery Court
may also order all or a portion of the expenses incurred by any stockholder in
connection with the appraisal proceeding, including, without limitation,
reasonable attorneys' fees and the fees and expenses of experts, to be charged
pro rata against the value of all of the Appraisal Shares entitled to appraisal.

Any holder of Appraisal Shares who has duly demanded an appraisal in
compliance with Section 262 will not, from and after the effective date of the
Second Step Merger, be entitled to vote the Appraisal Shares subject to such
demand for any purpose or to receive payment of dividends or other distributions
on those Appraisal Shares (except dividends or other distributions payable to
stockholders of record at a date which is prior to the effective date of the
Second Step Merger).

18
<PAGE>
If any stockholder who properly demands appraisal of his or her Appraisal
Shares under Section 262 fails to perfect, or effectively withdraws or loses,
his or her right to appraisal, as provided in the DGCL, the Appraisal Shares of
such stockholder will be converted into the right to receive the consideration
receivable with respect to such Appraisal Shares pursuant to the Second Step
Merger. A stockholder will fail to perfect, or effectively lose or withdraw, his
or her right to appraisal if, among other things, no petition for appraisal is
filed within 120 days after the consummation of the Second Step Merger, or if
the stockholder delivers to Purchaser a written withdrawal of his or her demand
for appraisal. Any such attempt to withdraw an appraisal demand more than 60
days after the consummation of the Second Step Merger will require the written
approval of Purchaser.

19
<PAGE>
THE TENDER OFFER

TERMS OF THE OFFER

Upon the terms and subject to the conditions of the Offer, Purchaser will
accept for payment and pay for all Shares validly tendered prior to the
Expiration Date and not theretofore withdrawn in accordance with the provisions
set forth under "--Withdrawal Rights" below. The term "EXPIRATION DATE" means
5:00 p.m., New York City time, on Monday, January 6, 1997, unless and until
Purchaser shall have extended or, subject to applicable law, shortened the
period of time during which the Offer is open, in which event the term
"EXPIRATION DATE" shall mean the time and date at which the Offer, as so
extended or shortened by Purchaser, shall expire.

Subject to the applicable rules and regulations of the Commission, Purchaser
expressly reserves the right, in its sole discretion, at any time and from time
to time, and regardless of whether or not any of the events set forth in
"--Certain Conditions of the Offer" below shall have occurred or shall have been
determined by Purchaser to have occurred, to (a) extend the period of time
during which the Offer is open, and thereby delay acceptance for payment of, and
payment for, any Shares, by giving oral or written notice of such extension to
the Depositary and (b) amend the Offer in any other respect by giving oral or
written notice of such amendment to the Depositary. Parent and Purchaser are
seeking to negotiate with the Company the acquisition of the Company by
Purchaser. Purchaser reserves the right (subject to applicable law, including
Rule 14e-1 under the Exchange Act) to amend the Offer, including by shortening
the period the Offer is to remain open and causing the Offer to expire on a date
prior to Monday, January 6, 1997, if Purchaser determines that it is not
necessary for the Offer to remain open until such date in order for the Rights
Condition to be satisfied. UNDER NO CIRCUMSTANCES WILL ANY INTEREST BE PAID ON
THE OFFER PRICE FOR TENDERED SHARES, REGARDLESS OF ANY EXTENSION OF THE OFFER OR
ANY DELAY IN MAKING SUCH PAYMENT.

If by 5:00 p.m., New York City time, on Monday, January 6, 1997 (or at any
date or time then set as the Expiration Date), any or all conditions to the
Offer have not been satisfied or waived, Purchaser reserves the right (but shall
not be obligated), subject to the applicable rules and regulations of the
Commission, to (a) terminate the Offer and not accept for payment any Shares and
return all tendered Shares to tendering stockholders, (b) waive all the
unsatisfied conditions and, subject to complying with the applicable rules and
regulations of the Commission, accept for payment and pay for all Shares validly
tendered prior to the Expiration Date and not theretofore withdrawn, (c) extend
the Offer and, subject to the right of stockholders to withdraw Shares until the
Expiration Date, retain the Shares that have been tendered during the period or
periods for which the Offer is extended or (d) amend the Offer. The rights
reserved by Purchaser in this paragraph are in addition to Purchaser's right to
terminate the Offer set forth under "--Certain Conditions of the Offer" below.

There can be no assurance that Purchaser will exercise its right to extend
the Offer. Any extension, shortening, waiver, amendment or termination will be
followed as promptly as practicable by public announcement. In the case of an
extension, Rule 14e-1(d) under the Exchange Act requires that the announcement
be issued no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled Expiration Date in accordance with the public
announcement requirements of Rule 14d-4(c) under the Exchange Act. Subject to
applicable law (including Rules 14d-4(c) and 14d-6(d) under the Exchange Act,
which require that any material change in the information published, sent or
given to stockholders in connection with the Offer be promptly disseminated to
stockholders in a manner reasonably designed to inform stockholders of such
change), and without limiting the manner in which Purchaser may choose to make
any public announcement, Purchaser will not have any obligation to publish,
advertise or otherwise communicate any such public announcement other than by
making a release to the Dow Jones News Service.

If Purchaser extends the Offer or if Purchaser is delayed in its acceptance
for payment of or payment for Shares (whether before or after its acceptance for
payment of Shares) or it is unable to pay for Shares

20
<PAGE>
pursuant to the Offer for any reason, then, without prejudice to Purchaser's
rights under the Offer, the Depositary may retain tendered Shares on behalf of
Purchaser, and such Shares may not be withdrawn except to the extent tendering
stockholders are entitled to withdrawal rights as described under "-- Withdrawal
Rights" below. However, the ability of Purchaser to delay the payment for Shares
that Purchaser has accepted for payment is limited by Rule 14e-1(c) under the
Exchange Act, which requires that a bidder pay the consideration offered or
return the securities deposited by or on behalf of holders of securities
promptly after the termination or withdrawal of such bidder's offer.

If Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer or waives a material condition of the Offer,
Purchaser will disseminate additional tender offer materials and extend the
Offer to the extent required by Rules 14d-4(c), 14d-6(d) and 14e-1 under the
Exchange Act. The minimum period during which the Offer must remain open
following material changes in the terms of the Offer or information concerning
the Offer, other than a change in price or a change in the percentage of
securities sought, will depend upon the facts and circumstances then existing,
including the relative materiality of the changed terms or information. With
respect to a change in price or a change in the percentage of securities sought,
a minimum period of 10 business days is generally required to allow for adequate
dissemination to stockholders.

Requests are being made to the Company for use of the Company's stockholder
list and security position listings for disseminating the Offer to holders of
Shares and communicating with holders of Shares in connection with the Offer.
This Offer to Purchase and related Letter of Transmittal and other relevant
materials are being mailed to record holders of Shares, and will be furnished to
brokers, dealers, commercial banks, trust companies and similar persons whose
names, or the names of whose nominees, appear on the stockholder lists, or, if
applicable, who are listed as participants in a clearing agency's security
position listing, for subsequent transmittal to beneficial owners of Shares.

PROCEDURE FOR TENDERING SHARES

VALID TENDER. For a stockholder validly to tender Shares pursuant to the
Offer, either (a) a properly completed and duly executed Letter of Transmittal
(or a manually executed facsimile thereof), together with any required signature
guarantee (or, in the case of a book-entry transfer, an Agent's Message (as
defined below)) and any other required documents, must be received by the
Depositary at one of its addresses set forth on the back cover of this Offer to
Purchase prior to the Expiration Date and either certificates for tendered
Shares must be received by the Depositary at one of such addresses or such
Shares must be delivered pursuant to the procedure for book-entry transfer set
forth below (and a Book-Entry Confirmation (as defined below) received by the
Depositary), in each case prior to the Expiration Date, or (b) the tendering
stockholder must comply with the guaranteed delivery procedure set forth below.

The Depositary will establish accounts with respect to the Shares at The
Depository Trust Company and Philadelphia Depository Trust Company (the
"BOOK-ENTRY TRANSFER FACILITIES") for purposes of the Offer within two business
days after the date of this Offer to Purchase. Any financial institution that is
a participant in any of the Book-Entry Transfer Facilities' systems may make
book-entry delivery of Shares by causing a Book-Entry Transfer Facility to
transfer such Shares into the Depositary's account in accordance with such
Book-Entry Transfer Facility's procedures for such transfer. However, although
delivery of Shares may be effected through book-entry transfer into the
Depositary's account at a Book-Entry Transfer Facility, the Letter of
Transmittal (or a facsimile thereof), properly completed and duly executed, with
any required signature guarantees, or an Agent's Message, and any other required
documents, must, in any case, be transmitted to, and received by, the Depositary
at one of its addresses set forth on the back cover of this Offer to Purchase
prior to the Expiration Date, or the tendering stockholder must comply with the
guaranteed delivery procedure described below. The confirmation of a book-entry
transfer of Shares into the Depositary's account at a Book-Entry Transfer
Facility as described above is referred to herein as a "BOOK-ENTRY
CONFIRMATION." DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN
ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.

21
<PAGE>
The term "AGENT'S MESSAGE" means a message transmitted by a Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Shares that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that Purchaser
may enforce such agreement against the participant.

THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY,
IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. SHARES WILL BE DEEMED
DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE
OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

SIGNATURE GUARANTEES. No signature guarantee is required on the Letter of
Transmittal if (a) the Letter of Transmittal is signed by the registered
holder(s) (which term, for purposes of this section, includes any participant in
any of the Book-Entry Transfer Facilities' systems whose name appears on a
security position listing as the owner of the Shares) of the Shares tendered
therewith and such registered holder(s) has not completed either the box
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on the Letter of Transmittal or (b) such Shares are tendered for
the account of a financial institution (including most commercial banks, savings
and loan associations and brokerage houses) that is a participant in the
Security Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program
(an "ELIGIBLE INSTITUTION"). In all other cases, all signatures on the Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instructions 1
and 5 to the Letter of Transmittal. If the certificates for Shares are
registered in the name of a person other than the signer of the Letter of
Transmittal, or if payment is to be made or certificates for Shares not tendered
or not accepted for payment are to be returned to a person other than the
registered holder of the certificates surrendered, the tendered certificates
must be endorsed or accompanied by appropriate stock powers, in either case
signed exactly as the name or names of the registered holders or owners appear
on the certificates, with the signatures on the certificates or stock powers
guaranteed as aforesaid. See Instructions 1 and 5 to the Letter of Transmittal.

GUARANTEED DELIVERY. If a stockholder desires to tender Shares pursuant to
the Offer and such stockholder's certificates for Shares are not immediately
available or the procedure for book-entry transfer cannot be completed on a
timely basis or time will not permit all required documents to reach the
Depositary prior to the Expiration Date, such stockholder's tender may be
effected if all the following conditions are met:

(i) such tender is made by or through an Eligible Institution;

(ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form provided by Purchaser is received by the
Depositary, as provided below, prior to the Expiration Date; and

(iii) the certificates for all tendered Shares, in proper form for
transfer (or a Book-Entry Confirmation with respect to such Shares),
together with a properly completed and duly executed Letter of Transmittal
(or facsimile thereof), with any required signature guarantees, or, in the
case of a book-entry transfer, an Agent's Message, and any other documents
required by the Letter of Transmittal are received by the Depositary within
three trading days after the date of execution of such Notice of Guaranteed
Delivery. A "TRADING DAY" is any day on which the NYSE is open for business.

22
<PAGE>
The Notice of Guaranteed Delivery may be delivered by hand or overnight
courier to the Depositary or transmitted by facsimile transmission or mailed to
the Depositary and must include a guarantee by an Eligible Institution in the
form set forth in such Notice of Guaranteed Delivery.

Notwithstanding any other provision hereof, payment for Shares accepted for
payment pursuant to the Offer will in all cases be made only after timely
receipt by the Depositary of (a) certificates for (or a timely Book-Entry
Confirmation with respect to) such Shares, (b) a Letter of Transmittal (or
facsimile thereof), properly completed and duly executed, with any required
signature guarantees, or, in the case of book-entry transfer, an Agent's
Message, and (c) any other documents required by the Letter of Transmittal.
Accordingly, tendering stockholders may be paid at different times depending
upon when certificates for Shares or Book-Entry Confirmations with respect to
such Shares are actually received by the Depositary. UNDER NO CIRCUMSTANCES WILL
ANY INTEREST BE PAID ON THE OFFER PRICE FOR TENDERED SHARES, REGARDLESS OF ANY
EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.

The valid tender of Shares pursuant to one of the procedures described above
will constitute a binding agreement between the tendering stockholder and
Purchaser upon the terms and subject to the conditions of the Offer.

APPOINTMENT. By executing a Letter of Transmittal as set forth above, the
tendering stockholder will irrevocably appoint designees of Purchaser as such
stockholder's attorneys-in-fact and proxies in the manner set forth in the
Letter of Transmittal, each with full power of substitution, to the full extent
of such stockholder's rights with respect to the Shares tendered by such
stockholder and accepted for payment by Purchaser and with respect to any and
all other Shares or other securities or rights issued or issuable in respect of
such Shares on or after November 6, 1996. All such proxies shall be considered
coupled with an interest in the tendered Shares. Such appointment will be
effective when, and only to the extent that, Purchaser accepts for payment
Shares tendered by such stockholder as provided herein. Upon such appointment,
all prior powers of attorney and proxies given by such stockholder with respect
to such Shares or other securities or rights will, without further action, be
revoked and no subsequent powers of attorney and proxies may be given (and, if
given, will be deemed not effective). The designees of Purchaser will thereby be
empowered to exercise all voting and other rights with respect to such Shares or
other securities or rights in respect of any annual, special or adjourned
meeting of the Company's stockholders, actions by written consent in lieu of any
such meeting or otherwise, as it in its sole discretion deem proper. Purchaser
reserves the right to require that, in order for Shares to be deemed validly
tendered, immediately upon Purchaser's acceptance for payment of such Shares,
Purchaser must be able to exercise full voting, consent and other rights with
respect to such Shares and other securities or rights, including voting at any
meeting of stockholders.

DETERMINATION OF VALIDITY. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of any tender of Shares
will be determined by Purchaser in its sole discretion, which determination will
be final and binding. Purchaser reserves the absolute right to reject any or all
tenders determined by it not to be in proper form or the acceptance for payment
of or payment for which may, in the opinion of Purchaser's counsel, be unlawful.
Purchaser also reserves the absolute right to waive any defect or irregularity
in any tender of Shares of any particular stockholder, whether or not similar
defects or irregularities are waived in the case of other stockholders. No
tender of Shares will be deemed to have been validly made until all defects or
irregularities relating thereto have been cured or waived. None of Purchaser,
Parent, the Depositary, the Information Agent, the Dealer Manager or any other
person will be under any duty to give notification of any defects or
irregularities in tenders or incur any liability for failure to give any such
notification. Purchaser's interpretation of the terms and conditions of the
Offer (including the Letter of Transmittal and the instructions thereto) will be
final and binding.

BACKUP WITHHOLDING. In order to avoid "backup withholding" of Federal
income tax on payments of cash pursuant to the Offer (or pursuant to the Second
Step Merger, if consummated), a stockholder surrendering Shares in the Offer (or
pursuant to the Second Step Merger, if consummated) must, unless an

23
<PAGE>
exemption applies, provide the Depositary with such stockholder's correct TIN on
a Substitute Form W-9 and certify under penalties of perjury that such TIN is
correct and that such stockholder is not subject to backup withholding. If a
stockholder does not provide its correct TIN or fails to provide the
certifications described above, the Internal Revenue Service ("IRS") may impose
a penalty on such stockholder and payment of cash to such stockholder pursuant
to the Offer (or pursuant to the Second Step Merger, if consummated) may be
subject to backup withholding at a rate of 31%. All stockholders surrendering
Shares pursuant to the Offer (or pursuant to the Second Step Merger, if
consummated) should complete and sign the Substitute Form W-9 included as part
of the Letter of Transmittal to provide the information and certification
necessary to avoid backup withholding (unless an applicable exemption exists and
is proved in a manner satisfactory to Purchaser and the Depositary). Certain
stockholders (including, among others, all corporations and certain foreign
individuals and entities) are not subject to backup withholding. Noncorporate
foreign stockholders should complete and sign a Form W-8, Certificate of Foreign
Status, a copy of which may be obtained from the Depositary, in order to avoid
backup withholding. See Instruction 9 to the Letter of Transmittal. For other
Federal income tax consequences, see "SPECIAL FACTORS-- Certain U.S. Federal
Income Tax Consequences."

WITHDRAWAL RIGHTS

Except as otherwise provided below, tenders of Shares will be irrevocable.
Shares tendered pursuant to the Offer may be withdrawn pursuant to the
procedures set forth below at any time prior to the Expiration Date and, unless
theretofore accepted for payment and paid for by Purchaser pursuant to the
Offer, may also be withdrawn at any time after Friday, January 3, 1997.

For a withdrawal to be effective, a written or facsimile transmission notice
of withdrawal must be timely received by the Depositary at one of its addresses
set forth on the back cover of this Offer to Purchase and must specify the name
of the person having tendered the Shares to be withdrawn, the number of Shares
to be withdrawn and the name of the registered holder of the Shares to be
withdrawn, if different from the name of the person who tendered the Shares. If
certificates for Shares have been delivered or otherwise identified to the
Depositary, then, prior to the physical release of such certificates, the serial
numbers shown on such certificates must be submitted to the Depositary and,
unless such Shares have been tendered by an Eligible Institution, the signatures
on the notice of withdrawal must be guaranteed by an Eligible Institution. If
Shares have been delivered pursuant to the procedures for book-entry transfer as
set forth under "--Procedure for Tendering Shares" above, any notice of
withdrawal must also specify the name and number of the account at the
appropriate Book-Entry Transfer Facility to be credited with the withdrawn
Shares and otherwise comply with such Book-Entry Transfer Facility's procedures.
Withdrawals of tenders of Shares may not be rescinded, and any Shares properly
withdrawn will thereafter be deemed not validly tendered for any purposes of the
Offer. However, withdrawn Shares may be retendered by again following one of the
procedures described under "--Procedure for Tendering Shares" above at any time
prior to the Expiration Date.

All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by Purchaser in its sole discretion,
which determination will be final and binding. None of Purchaser, Parent, the
Depositary, the Information Agent, the Dealer Manager, or any other person will
be under any duty to give notification of any defects or irregularities in any
notice of withdrawal or incur any liability for failure to give any such
notification.

ACCEPTANCE FOR PAYMENT AND PAYMENT

Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), Purchaser will accept for payment and will pay for all Shares
validly tendered prior to the Expiration Date, and not properly withdrawn in
accordance with the procedures set forth in "--Withdrawal Rights" above,
promptly after the Expiration Date. Any determination concerning the
satisfaction of such terms and conditions will be within

24
<PAGE>
the sole discretion of Purchaser and such determination will be final and
binding on all tendering stockholders. See "--Terms of the Offer" above and
"--Certain Conditions of the Offer" below. Purchaser expressly reserves the
right, in its sole discretion, to delay acceptance for payment of or payment for
Shares in order to comply in whole or in part with any applicable law. Any such
delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act,
which requires that a bidder pay the consideration offered or return tendered
Shares promptly after the termination or withdrawal of the Offer.

Notwithstanding any other provision hereof, payment for Shares accepted for
payment pursuant to the Offer will in all cases be made only after timely
receipt by the Depositary of (a) certificates for (or a timely Book-Entry
Confirmation with respect to) such Shares, (b) a Letter of Transmittal (or
facsimile thereof), properly completed and duly executed, with any required
signature guarantees, or, in the case of book-entry transfer, an Agent's
Message, and (c) any other documents required by the Letter of Transmittal.
Accordingly, tendering stockholders may be paid at different times depending
upon when certificates for Shares or Book-Entry Confirmations are actually
received by the Depositary. The per Share consideration paid to any stockholder
pursuant to the Offer will be the highest per Share consideration paid to any
other stockholder pursuant to the Offer.

If Purchaser is delayed in its acceptance for payment of or payment for
Shares or is unable to accept for payment or pay for Shares pursuant to the
Offer for any reason, then, without prejudice to Purchaser's rights under the
Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act,
which requires that a tender offeror pay the consideration offered or return the
tendered securities promptly after termination or withdrawal of a tender offer),
the Depositary may, nevertheless, on behalf of Purchaser, retain tendered
Shares, and any such Shares may not be withdrawn except to the extent tendering
stockholders are entitled to exercise, and duly exercise, withdrawal rights as
described under "-- Withdrawal Rights" above.

If any tendered Shares are not purchased pursuant to the Offer for any
reason, certificates for any such Shares will be returned, at the expense of
Purchaser, to the tendering stockholder (or, in the case of Shares delivered by
book-entry transfer of such Shares into the Depositary's account at a Book-Entry
Transfer Facility pursuant to the procedure set forth under "--Procedure for
Tendering Shares" above, such Shares will be credited to an account maintained
at the appropriate Book-Entry Transfer Facility), as promptly as practicable
after the expiration or termination of the Offer.

Purchaser reserves the right to transfer or assign, in whole or from time to
time in part, the right to purchase Shares tendered pursuant to the Offer, but
any such transfer or assignment will not relieve Purchaser of its obligations
under the Offer and will in no way prejudice the rights of tendering
stockholders to receive payment for Shares validly tendered and accepted for
payment pursuant to the Offer.

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<PAGE>
PRICE RANGE OF THE SHARES; DIVIDENDS

The Shares are traded on the NYSE and the PSE under the symbol LOC. The
range of the high and low sales prices for the Shares and dividends paid per
Share for each of the fiscal quarters indicated is set forth below.

<TABLE>
<CAPTION>
DIVIDEND
PAID
PER
HIGH LOW SHARE
--------- --------- -----------
<S> <C> <C> <C>
1994
First Quarter....................................................................... $ 44 $ 35 $ 0.20
Second Quarter...................................................................... 45 1/2 39 1/4 0.20
Third Quarter....................................................................... 45 7/8 41 1/4 0.21
Fourth Quarter...................................................................... 46 3/4 41 7/8 0.21
1995
First Quarter....................................................................... $ 48 7/8 $ 44 3/8 $ 0.21
Second Quarter...................................................................... 50 7/8 45 1/2 0.25
Third Quarter....................................................................... 49 1/4 43 3/8 0.25
Fourth Quarter...................................................................... 49 3/4 45 1/8 0.25
1996
First Quarter....................................................................... $ 53 3/4 $ 47 1/8 $ 0.25
Second Quarter...................................................................... 51 3/4 45 5/8 0.30
Third Quarter....................................................................... 47 42 1/4 0.30
Fourth Quarter through November 5, 1996............................................. 59 44 1/4 --
</TABLE>

On October 25, 1996, the last full trading day before Purchaser announced
its consideration of a change in its position as a minority investor, including
the possibility of the commencement of the Offer, the last reported sale price
of the Shares on the NYSE was $46 1/4 per share. On November 5, 1996, the last
full trading day before the first public announcement of the Offer, the last
reported sale price of the Shares on the NYSE was $57 7/8 per Share.

STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.

CERTAIN EFFECTS OF THE OFFER

MARKET FOR THE SHARES. The purchase of Shares pursuant to the Offer will
reduce the number of holders of Shares and the number of Shares that might
otherwise trade publicly and could adversely affect the liquidity and market
value of the remaining Shares held by the public.

STOCK QUOTATION. Depending upon the number of Shares purchased pursuant to
the Offer, the Shares may no longer meet the requirements of the NYSE or PSE for
continued listing and/or trading on the NYSE or PSE, respectively.

According to the NYSE's published guidelines, the NYSE would consider
delisting the Shares if, among other things, the number of record holders of at
least 100 Shares should fall below 1,200, the number of publicly held Shares
(exclusive of holdings of officers, directors, their immediate families and
other concentrated holdings of 10% or more ("NYSE EXCLUDED HOLDINGS")) should
fall below 600,000 or the aggregate market value of publicly held Shares
(exclusive of NYSE Excluded Holdings) should fall below $5,000,000. The PSE has
similar guidelines based on the number of holders and the number and market
value of publicly held shares.

According to the Company's Form 10-Q, there were 32,020,388 Shares issued
and outstanding as of June 30, 1996. If, as a result of the purchase of Shares
pursuant to the Offer or otherwise, the Shares no

26
<PAGE>
longer meet the requirements of the NYSE or PSE for continued listing and/or
trading and such trading of the Shares were discontinued, the market for the
Shares could be adversely affected.

In the event that the Shares should no longer be listed or traded on the
NYSE and PSE, it is possible that the Shares would continue to trade in the
over-the-counter market and that price quotations would be reported by other
sources. The extent of the public market for the Shares and the availability of
such quotations would, however, depend upon the number of holders of Shares
remaining at such time, the interests in maintaining a market in Shares on the
part of securities firms, the possible termination of registration of the Shares
under the Exchange Act, as described below, and other factors.

EXCHANGE ACT REGISTRATION. The Shares are currently registered under the
Exchange Act. Registration of the Shares under the Exchange Act may be
terminated upon application of the Company to the Commission if the Shares are
not listed on a national securities exchange, quoted on an automated inter-
dealer quotation system or held by 300 or more holders of record. Termination of
registration of the Shares under the Exchange Act would substantially reduce the
information required to be furnished by the Company to its stockholders and to
the Commission and would make certain provisions of the Exchange Act no longer
applicable to the Company, such as the short-swing profit recovery provisions of
Section 16(b) of the Exchange Act, the requirement of furnishing a proxy
statement pursuant to Section 14(a) of the Exchange Act in connection with
stockholders' meetings and the related requirement of furnishing an annual
report to stockholders and the requirements of Rule 13e-3 under the Exchange Act
with respect to "going private" transactions. Furthermore, the ability of
"affiliates" of the Company and persons holding "restricted securities" of the
Company to dispose of such securities pursuant to Rule 144 or 144A promulgated
under the Securities Act, may be impaired or eliminated.

MARGIN REGULATIONS. The Shares are currently "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System (the
"FEDERAL RESERVE BOARD"), which has the effect, among other things, of allowing
brokers to extend credit on the collateral of the Shares. Depending upon factors
similar to those described above regarding listing and market quotations, it is
possible that, following the Offer, the Shares would no longer constitute
"margin securities" for the purposes of the margin regulations of the Federal
Reserve Board and therefore could no longer be used as collateral for loans made
by brokers. In any event, the Shares will cease to be "margin securities" if
registration of the Shares under the Exchange Act is terminated.

It is the present intention of Purchaser, to the extent possible, to seek to
cause the Company to have the Shares delisted from the NYSE and the PSE after
the Offer and to make a certification to effect termination of registration of
the Shares under the Exchange Act as soon as possible after the Offer.

CERTAIN INFORMATION CONCERNING THE COMPANY

Except as otherwise set forth herein, the information concerning the Company
contained in this Offer to Purchase, including financial information, has been
taken from or based upon publicly-available documents on file with the
Commission and other public sources.

The Company is a Delaware corporation with its principal offices located at
10 Columbus Boulevard, Hartford, CT 06106 and its telephone number is (860)
520-5000.

The Company manufactures and sells a broad range of chemical adhesives and
sealants having different chemical properties designed to suit a wide variety of
applications. The Company also markets special and standard equipment for the
application of adhesives and sealants, along with a variety of specialty and
chemical items which complement the adhesives and sealants line. The Company's
principal products are anaerobic adhesives and sealants and cyanoacrylate
adhesives.

Set forth below is a summary of certain selected financial information with
respect to the Company for the six months ended June 30, 1996 and June 30, 1995,
and for the years ended December 31, 1995 and 1994. The June 30, 1996 and June
30, 1995 information was excerpted from the Company's Form 10-Q.

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<PAGE>
The December 31, 1995 and 1994 information was excerpted from the Company's Form
10-K. More comprehensive financial information is included in the Company's Form
10-Q and the Company's Form 10-K and the following summary is qualified in its
entirety by reference to such reports and the financial statements and other
financial information (including any related notes) contained therein. The
Company's Form 10-Q and the Company's Form 10-K may be inspected and copies may
be obtained in the manner set forth below.

LOCTITE CORPORATION
SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
---------------------- ----------------------
1996 1995 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Income Statement Data:
Sales and Operating Revenues................................... $ 400,512 $ 397,958 $ 785,148 $ 703,593
Net Income..................................................... 44,777 48,754 83,913 82,400
Earnings Per Share............................................. 1.38 1.38 2.40 2.33
Balance Sheet Data:
Total Assets................................................... 703,550 733,368 715,628 669,076
Total Liabilities.............................................. 367,450 268,258 318,830 245,716
Stockholders' Equity........................................... 336,100 465,110 396,798 423,360
</TABLE>

The book value per Share as of June 30, 1996 was $10.50 and as of December
31, 1995 was $11.81.

On October 21, 1996, the Company issued a press release reporting, among
other things, the following unaudited results of operations for the quarter and
nine months ended September 30, 1996 and containing information for the
comparable prior periods:

<TABLE>
<CAPTION>
NINE MONTHS
QUARTER ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ----------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Sales............................................................ $ 201,824 $ 195,751 $ 602,336 $ 593,709
Net Earnings..................................................... 23,204 19,378 67,981 68,132
Earnings Per Share After Realignment Costs....................... 0.72 0.55 2.10 1.93
</TABLE>

The Company is subject to the information reporting requirements of the
Exchange Act and, in accordance therewith, is required to file reports relating
to its business, financial condition and other matters. Information as of
particular dates concerning the Company's directors and officers, their
remuneration, stock options and other matters, the principal holders of the
Company's securities and any material interest of such persons in transactions
with the Company is required to be disclosed in proxy statements distributed to
the Company's stockholders and filed with the Commission. Such reports, proxy
statements and other information should be available for inspection at the
Commission's public reference facilities at 450 Fifth Street, N.W., Washington,
D.C. 20549 and should also be available for inspection and copying at prescribed
rates at the regional offices of the Commission located at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, IL 60601 and 7 World Trade
Center, 13th Floor, New York, NY 10048. Copies of such material may also be
obtained by mail at prescribed rates, from the Commission's principal office at
450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a
World Wide Web site on the internet at http://www.sec.gov that contains reports
and other information regarding registrants that file electronically with the
Commission. Such material should also be available for inspection at the offices
of the NYSE, 20 Broad Street, New York, New York 10005 and the PSE (by
appointment), 115 Sansome Street, 2nd Floor, San Francisco, California 94104,
Telephone Number, 415-393-4067.

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<PAGE>
CERTAIN INFORMATION CONCERNING PARENT AND PURCHASER

Purchaser is a Delaware corporation with its principal executive offices
located at 1105 North Market Street, Suite 1300, Wilmington, DE 19801. Purchaser
is a holding company that was established to hold certain investments previously
held by Henkel Corporation, including, among other things, Parent's indirect
significant minority investments in The Clorox Company and Ecolab Inc. All of
Purchaser's outstanding stock is owned by Henkel Corporation, a Delaware
corporation whose principal executive offices are located at 2200 Renaissance
Boulevard, Suite 200, Gulph Mills, PA 19406. Henkel Corporation is engaged
primarily in the manufacture and sale of chemical products within the U.S.
Henkel Corporation is wholly-owned by Henkel of America, Inc., a Delaware
corporation whose principal executive offices are located at 2200 Renaissance
Boulevard, Suite 200, Gulph Mills, PA 19406. Henkel of America, Inc. is a
holding company for Parent's U.S. operations and investments. All of the
outstanding stock of Henkel of America, Inc. is owned by Parent. Parent is a
Kommanditgesellschaft auf Aktien (a partnership limited by shares) organized
under the laws of the Federal Republic of Germany with its principal executive
offices located at Henkelstrasse 67, D-40589 Dusseldorf, Germany. Parent is,
itself or through affiliates, a worldwide manufacturer and processor of a broad
range of chemical products, including oleochemicals, products and application
systems for metals and metal substitutes, adhesives, sealants, products and
associated systems for industrial cleaning and sanitizing, cosmetics, toiletries
and detergents and household cleansers.

The name, citizenship, business address, present principal occupation or
employment and five-year employment history of each of the directors and
executive officers of Purchaser and Parent is set forth in Schedule I hereto and
incorporated herein by reference.

During the last five years, none of Purchaser, Parent or, to Purchaser's
knowledge, any person named in Schedule I hereto, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation of such laws.

Set forth below is a summary of certain selected financial information with
respect to Parent for the six months ended June 30, 1996 and June 30, 1995, and
for the years ended December 31, 1995 and 1994.

Parent currently furnishes the Commission with certain public reports and
documents required by foreign law or otherwise under Rule 12g3-2(b) under the
Exchange Act. Such reports and communications are available for inspection and
copying at the public reference facilities maintained by the Commission located
at 450 Fifth Street, N.W., Washington, D.C. 20549. Purchaser is not subject to
the informational reporting requirements of the Exchange Act, and, accordingly,
does not file reports or other information with the Commission relating to its
business, financial condition or other matters.

Parent's selected consolidated financial data included herein have been
prepared in accordance with the German Commercial Code (HANDELSGESETZBUCH) which
represents generally accepted accounting principles in Germany ("GERMAN GAAP").
German GAAP differs in certain significant respects from United States generally
accepted accounting principles ("U.S. GAAP"). Parent has not determined its
financial position or results of operations for any period under U.S. GAAP. A
summary of the significant differences between German accounting principles and
GAAP is set forth below under "--Summary of Certain Significant Differences
Between German and U.S. GAAP." Purchaser, however, believes that the differences
are not material to a decision by a holder of Shares whether to sell, tender or
hold any Shares because any such differences would not affect the ability of, or
incentive to obtain sufficient funds to, pay for Shares to be acquired pursuant
to the Offer and to repay any funds which have been borrowed for such purpose.
The selected consolidated financial data is stated in DEUTSCHE MARK. On November
5, 1996, THE WALL STREET JOURNAL reported that, as of November 4, 1996 one U.S.
dollar equaled 1.5106 DEUTSCHE MARK.

29
<PAGE>
HENKEL KGAA
SELECTED CONSOLIDATED FINANCIAL DATA
(IN MILLIONS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
------------------------ ----------------------------
<S> <C> <C> <C> <C>
1996 1995 1995 1994
----------- ----------- ------------- -------------
Income Statement Data:
Sales and Operating Revenues.......................... D M 8,039 D M 7,107 D M 14,198 D M 14,069
Net Income............................................ 271 257 488 464
Earnings Per Share (according to DVFA/SG)............. 18.50 16.75 33.50 33.50
Balance Sheet Data:
Total Assets.......................................... 13,316 10,836 11,620 10,487
Total Liabilities..................................... 9,010 7,080 7,547 6,649
Stockholders' Equity.................................. 4,306 3,756 4,073 3,838
</TABLE>

SUMMARY OF CERTAIN SIGNIFICANT DIFFERENCES BETWEEN GERMAN AND U.S. GAAP

The following represents, in the opinion of management of Parent, the
significant differences that would affect the determination of consolidated net
income and stockholders' equity of Parent for the periods for which the
consolidated financial statements have been presented herein.

GOODWILL AND BUSINESS ACQUISITIONS. In accordance with German GAAP, the
difference between the purchase price and fair value of net assets acquired as
part of a business combination (goodwill) may be charged directly to partners'
equity--which had been practiced until 1992--or capitalized and amortized
through the statements of operations over its useful life, which has been
practiced since 1993 with an amortization period of 15 years. Under U.S. GAAP,
goodwill must be capitalized and amortized through the statement of operations
over its useful life not to exceed 40 years.

FIXED TANGIBLE ASSETS. In general, German companies depreciate fixed
tangible assets (property, plant and equipment) through the statement of
operations based upon depreciation rates prescribed by German tax law. Under
U.S. GAAP, tangible fixed assets are depreciated either on a straight-line or
accelerated basis through the statement of operations over their expected useful
life. Such differences would generally result in an entity reporting a lower net
book value for tangible fixed assets under German GAAP than under U.S. GAAP.

CAPITALIZATION OF INTEREST. Under German GAAP only under limited
circumstances is the capitalization of interest on capital expenditures
permitted. Under U.S. GAAP, interest incurred as part of the cost of
constructing fixed assets is required to be capitalized and amortized over the
life of the assets.

LEASING. U.S. GAAP contains prescriptive rules for determining whether a
lease must be accounted for as an operating or capital lease. Such rules differ
from those used in German GAAP.

PROVISIONS. Under U.S. GAAP, a provision may only be recorded for a
liability to a third-party that is probably and reasonably estimatable. Under
German GAAP, provisions are also permitted for uncertain liabilities and accrued
internal costs.

PENSIONS AND SIMILAR OBLIGATIONS. Under German GAAP, pension costs and
similar obligations including post retirement benefits are accrued over the
service lives of the employees based upon actuarial studies using the entry age
method as defined in the German tax code. U.S. GAAP requires that a different
actuarial method (the projected unit credit method) with different assumptions
be used.

FOREIGN CURRENCY. Under German GAAP, receivables and payables stated in
foreign currency are translated at each balance sheet date into German local
currency at the lower of the currency exchange

30
<PAGE>
rate on the transaction date or the balance sheet date. Under U.S. GAAP, assets
and liabilities denominated in a foreign currency are recorded at balance sheet
rates with any resulting gain or loss recognized in the income statement.

DEFERRED TAXES. Under German GAAP, deferred tax assets and liabilities are
generally recognized on a net basis and to the extent that the entity is in a
net deferred tax asset position the deferred tax asset is generally not
recognized. Further, the deferred tax benefit of net operating loss
carryforwards is generally not recognized until realized. Under U.S. GAAP,
deferred taxes are provided in the period of origination for all temporary
differences, including net operating loss carryforwards where it is more likely
than not that the tax benefit will be realized in future periods, based upon
enacted tax rates.

SOURCE AND AMOUNT OF FUNDS

The Offer is not conditioned upon obtaining any arrangements for the
financing of the Offer. Purchaser estimates that the total amount of funds
required to purchase pursuant to the Offer the number of Shares that are
outstanding on a fully diluted basis (excluding Shares held by Purchaser) and
pay fees and expenses related to the Offer will be approximately $1.2 billion.
All funds needed for the Offer will be obtained from Parent. Parent will provide
such funds from a new committed Credit Facility (the "CREDIT FACILITY") and, as
described below, its existing resources (as required). The Credit Facility is
between Parent and Dresdner Bank AG for up to DM 1.8 billion (approximately
$1.192 billion). In connection with the Credit Facility, Parent and Dresdner
Bank AG have entered into a Commitment Letter, dated October 25, 1996 and
accepted on November 5, 1996 (the "COMMITMENT LETTER"). The following
description of the Credit Facility is qualified by reference to an English
language translation of the Commitment Letter included as Exhibit (b) to the
Schedule 14D-1 and incorporated by reference herein. The Credit Facility is
available for borrowings by Parent in U.S. dollars or DEUTSCHE MARK for the
interim financing of acquisitions. Borrowings under the Credit Facility would
bear interest at the applicable LIBOR (U.S. dollar or DM, respectively) plus
0.25% per annum. The Credit Facility will expire on May 31, 1997. Parent must
pay a commitment fee equal to 0.06% per annum on the unutilized amount of the
Credit Facility plus a fee of DM 400,000. Parent may also provide funds from
Parent's cash on hand (DM 612 million (approximately $405 million), as of
September 30, 1996) and may utilize its existing credit facilities in the
following amounts: up to DM 899 million (approximately $595 million) available
under Parent's DM 1 billion multicurrency commercial paper program, which, as of
November 4, 1996, was utilized in the amount of DM 101 million; and up to DM 753
million (approximately $499 million) available under existing committed bank
credit facilities totaling DM 915 million (approximately $606 million) between
Parent and fifteen German and European banks.

Parent has no specific plan as to how it will repay borrowings under the
Credit Facility but may consider repaying such amounts with cash flows from its
operations and/or through a refinancing involving longer-term borrowings. Parent
can mobilize funds by utilizing its multicurrency money market claims program,
which is not limited. The money market claims program was, as of November 4,
1996, utilized in the amount of DM 313 million (approximately $207 million).

DIVIDENDS AND DISTRIBUTIONS

As discussed in "Introduction," Purchaser expects the Loctite Board to
declare the Quarterly Dividend. Holders of record of the Shares on the Record
Date will be entitled to receive the Quarterly Dividend whether or not they
tender their Shares pursuant to the Offer, and, as long as the amount of the
Quarterly Dividend does not exceed $.30, no adjustment will be made to the Offer
Price or to any other terms of the Offer as a result of the payment of such
Quarterly Dividend to such stockholders.

If, on or after November 6, 1996, the Company should (a) split, combine or
otherwise change the Shares or its capitalization, (b) acquire or otherwise
cause a reduction in the number of outstanding Shares or other securities or (c)
issue or sell additional Shares, shares of any other class of capital stock,
other

31
<PAGE>
voting securities or any securities convertible into or exchangeable for, or
rights, warrants or options, conditional or otherwise, to acquire, any of the
foregoing, then subject to the provisions set forth in "-- Certain Conditions to
the Offer" below, Purchaser, in its sole discretion, may make such adjustments
as it deems appropriate in the Offer Price and other terms of the Offer,
including, without limitation, the number or type of securities offered to be
purchased.

If, on or after November 6, 1996, the Company should declare or pay any cash
dividend on the Shares or other distribution on the Shares (other than the
Quarterly Dividend in an amount not in excess of $.30), or issue with respect to
the Shares any additional Shares, shares of any other class of capital stock,
other voting securities or any securities convertible into, or rights, warrants
or options, conditional or otherwise, to acquire, any of the foregoing, payable
or distributable to stockholders of record on a date prior to the transfer of
the Shares purchased pursuant to the Offer to Purchaser or its nominee or
transferee on the Company's stock transfer records, then, subject to the
provisions set forth in "--Certain Conditions to the Offer" below, (a) the Offer
Price may, in the sole discretion of Purchaser, be reduced by the amount of any
such cash dividend or cash distribution and (b) the whole of any such noncash
dividend, distribution or issuance to be received by the tendering stockholders
will (i) be received and held by the tendering stockholders for the account of
Purchaser and will be required to be promptly remitted and transferred by each
tendering stockholder to the Depositary for the account of Purchaser,
accompanied by appropriate documentation of transfer, or (ii) at the direction
of Purchaser, be exercised for the benefit of Purchaser, in which case the
proceeds of such exercise will promptly be remitted to Purchaser. Pending such
remittance and subject to applicable law, Purchaser will be entitled to all
rights and privileges as owner of any such noncash dividend, distribution,
issuance or proceeds and may withhold the entire Offer Price or deduct from the
Offer Price the amount of value thereof, as determined by Purchaser in its sole
discretion.

CERTAIN CONDITIONS OF THE OFFER

Notwithstanding any other term or provision of the Offer, Purchaser will not
be required to accept for payment or, subject to any applicable rules and
regulations of the Commission, including Rule 14e-1(c) under the Exchange Act
(relating to Purchaser's obligation to pay for or return tendered Shares
promptly after termination or withdrawal of the Offer), pay for and may delay
the acceptance for payment of or, subject to the restriction referred to above,
the payment for any tendered Shares and may terminate the Offer as to any Shares
not then paid for, unless (i) the Minimum Tender Condition shall have been
satisfied and (ii) the Rights Condition shall have been satisfied.

Furthermore, notwithstanding any other term or provision of the Offer,
Purchaser will not be required to accept for payment or, subject as aforesaid,
pay for and may delay the acceptance for payment of or, subject to the
restriction referred to above, the payment for any tendered Shares and may
terminate the Offer as to any Shares not then paid for, if at any time on or
after the date of this Offer to Purchase, and prior to the time of acceptance
for payment of or payment for any such Shares, any of the following conditions
exist:

(a) there shall be threatened, instituted or pending any action,
proceeding, application or counterclaim by any government or governmental,
regulatory or administrative authority, agency or instrumentality, domestic,
foreign or supranational (each, a "GOVERNMENTAL ENTITY"), or by any other
person, domestic or foreign, before any court or Governmental Entity, (i)(A)
challenging or seeking to, or which is reasonably likely to, make illegal,
delay or otherwise directly or indirectly restrain or prohibit, or seeking
to, or which is reasonably likely to, impose voting, procedural, price or
other requirements, in addition to those required by the Federal securities
laws (as in effect on the date of this Offer to Purchase), in connection
with, the making of the Offer, the acceptance for payment of, or payment
for, some of or all the Shares by Purchaser, Parent or any other affiliate
of Parent, or the consummation by Purchaser or any other affiliate of Parent
of the Second Step Merger or other similar business combination with the
Company, (B) seeking to obtain, or which is reasonably likely to result in,
material damages, fines or legal sanctions or (C) otherwise directly or
indirectly relating to

32
<PAGE>
the transactions contemplated by the Offer, the Second Step Merger or any
such business combination, (ii) seeking to, or which is reasonably likely
to, prohibit or limit the ownership or operation by Purchaser, Parent or any
other affiliate of Parent of any portion of the business or assets of the
Company and its subsidiaries or of Purchaser, Parent or any other affiliate
of Parent or to compel Purchaser, Parent or any other affiliate of Parent to
dispose of or hold separate all or any portion of the business or assets of
the Company or any of its subsidiaries or of Purchaser, Parent or any other
affiliate of Parent or seeking to impose any limitation on the ability of
Purchaser, Parent or any other affiliate of Parent to conduct such business
or own such assets, (iii) seeking to, or which is reasonably likely to,
impose or confirm limitations on the ability of Purchaser, Parent or any
other affiliate of Parent effectively to exercise full rights of ownership
of the Shares, including, without limitation, the right to vote any Shares
acquired or owned by Purchaser, Parent or any other affiliate of Parent on
all matters properly presented to the Company's stockholders, (iv) seeking
to, or which is reasonably likely to, require divestiture by Purchaser,
Parent or any other affiliate of Parent of any Shares, (v) seeking, or which
is reasonably likely to result in, any material diminution in the benefits
expected to be derived by Purchaser, Parent or any other affiliate of Parent
as a result of the transactions contemplated by the Offer, the Second Step
Merger or other similar business combination (vi) otherwise directly or
indirectly relating to the Offer or which otherwise, in the sole judgment of
Purchaser, might materially adversely affect the Company or any of its
subsidiaries or Purchaser, Parent or any other affiliate of Parent or the
value of the Shares or (vii) in the sole judgment of Purchaser, materially
adversely affecting the business, properties, assets, liabilities,
capitalization, stockholders' equity, condition (financial or otherwise),
operations, licenses or franchises, results of operations or prospects of
the Company or any of its subsidiaries;

(b) there shall be any action taken, or any statute, rule, regulation,
legislation, interpretation, judgment, order or injunction proposed,
enacted, enforced, promulgated, amended, issued or deemed applicable to (i)
Purchaser, Parent or any other affiliate of Parent or the Company or any of
its subsidiaries or (ii) the Offer, the Second Step Merger, or other similar
business combination by Purchaser or any affiliate of Parent with the
Company, by any government, legislative body or court, domestic, foreign or
supranational, or Governmental Entity, other than the routine application of
the waiting period provisions of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR ACT"), to the Offer that, in
the sole judgment of Purchaser, might, directly or indirectly, result in any
of the consequences referred to in clauses (i) through (vii) of paragraph
(a) above;

(c) any change shall have occurred or been threatened (or any condition,
event or development shall have occurred or been threatened involving a
prospective change) in the business, properties, assets, liabilities,
capitalization, stockholders' equity, condition (financial or otherwise),
operations, licenses or franchises, results of operations or prospects of
the Company or any of its subsidiaries that, in the sole judgment of
Purchaser, is or may be materially adverse to the Company or any of its
subsidiaries or to the value of the Shares to Purchaser, Parent or any other
affiliate of Parent or Purchaser shall have become aware of any facts that,
in the sole judgment of Purchaser, have or may have material adverse
significance with respect to either the value of the Company or any of its
subsidiaries or the value of the Shares to Purchaser, Parent or any other
affiliate of Parent;

(d) there shall have occurred or been threatened (i) any general
suspension of trading in, or limitation on prices for, securities on any
national securities exchange or in the over-the-counter market in the United
States, (ii) any extraordinary or material adverse change in the financial
markets or major stock exchange indices in the United States or abroad or in
the market price of Shares, including, without limitation, a decline of at
least 10% in either the Dow Jones Average of Industrial Stocks or the
Standard & Poor's 500 Index from that existing at the close of business on
November 6, 1996, (iii) any change in the general political, market,
economic or financial conditions in the United States or abroad that could,
in the sole judgment of Purchaser, have a material adverse effect upon the
business, properties, assets, liabilities, capitalization, stockholders'
equity, condition (financial or

33
<PAGE>
otherwise), operations, licenses or franchises, results of operations or
prospects of the Company or any of its subsidiaries or the trading in, or
value of, the Shares, (iv) any material change in United States currency
exchange rates or any other currency exchange rates or a suspension of, or
limitation on, the markets therefor, (v) a declaration of a banking
moratorium or any suspension of payments in respect of banks in the United
States, (vi) any limitation (whether or not mandatory) by any government,
domestic, foreign or supranational, or Governmental Entity on, or other
event that, in the sole judgment of Purchaser, might affect, the extension
of credit by banks or other lending institutions, (vii) a commencement of a
war or armed hostilities or other national or international calamity
directly or indirectly involving the United States or (viii) in the case of
any of the foregoing existing at the time of the commencement of the Offer,
a material acceleration or worsening thereof;

(e) unless Purchaser shall have consented in writing, the Company or any
of its subsidiaries shall have (i) split, combined or otherwise changed, or
authorized or proposed a split, combination or other change of, the Shares
or its capitalization, (ii) issued, distributed, pledged or sold, or
authorized, proposed or announced the issuance, distribution, pledge or sale
of (A) any shares of capital stock (including, without limitation, the
Shares), or securities convertible into any such shares, or any rights,
warrants, or options to acquire any such shares or convertible securities,
other than Shares issued or sold upon the exercise (in accordance with the
present terms thereof) of employee stock options outstanding on June 30,
1996 or (B) any other securities in respect of, in lieu of, or in
substitution for Shares, (iii) purchased or otherwise acquired or caused a
reduction in the number of, or proposed or offered to purchase or otherwise
acquire or cause a reduction in the number of, any outstanding Shares or
other securities of the Company, (iv) declared or paid any dividend or
distribution (other than the Quarterly Dividend in an amount less than or
equal to $.30) on any shares of capital stock or issued, or authorized,
recommended or proposed the issuance of, any other distribution in respect
of the Shares, whether payable in cash, securities or other property, or
altered or proposed to alter any material term of any outstanding security,
(v) issued, or announced its intention to issue, any debt securities or any
securities convertible into or exchangeable for debt securities or any
rights, warrants or options entitling the holder thereof to purchase or
otherwise acquire any debt securities, or incurred, or announced its
intention to incur, any debt other than in the ordinary course of business
and consistent with past practice, (vi) authorized, recommended, proposed or
publicly announced its intention to enter into (A) any merger,
consolidation, liquidation, dissolution, business combination, acquisition
of assets or securities or disposition of assets or securities other than in
the ordinary course of business, (B) any material change in its
capitalization, (C) any release or relinquishment of any material contract
rights, or (D) any comparable event not in the ordinary course of business,
(vii) authorized, recommended or proposed or announced its intention to
authorize, recommend or propose any transaction which could adversely affect
the value of the Shares, (viii) proposed, adopted or authorized any
amendment to its certificate of incorporation or by-laws or similar
organizational documents or Purchaser shall have learned about any such
proposal or amendment which shall not have been previously disclosed or (ix)
agreed in writing or otherwise to take any of the foregoing actions;

(f) the Company or any of its subsidiaries shall have (A) entered into
any employment, severance or similar agreement, arrangement or plan with any
of its employees other than in the ordinary course of business, (B) entered
into or amended any agreements, arrangements or plans so as to provide for
increased or accelerated benefits to any employee as a result of or in
connection with the transactions contemplated by the Offer, the Second Step
Merger or other business combination or (C) except as may be required by
law, taken any action to terminate or amend any employee benefit plan (as
defined in Section 3(2) of the Employee Retirement Income Security Act of
1974, as amended) of the Company or any of its subsidiaries, or Purchaser
shall have become aware of any such action that was not disclosed in
publicly available filings prior to the date of this Offer to Purchase;

34
<PAGE>
(g) a tender or exchange offer for some portion or all of the Shares
shall have been publicly proposed to be made or shall have been made by
another person (including the Company or any of its subsidiaries or
affiliates), or it shall have been publicly disclosed or Purchaser shall
have learned that (i) any person or "group" (as defined in Section 13(d)(3)
of the Exchange Act) shall have acquired or proposed to acquire more than
10% of any class or series of capital stock of the Company (including the
Shares) or shall have been granted any option or right to acquire more than
10% of any class or series of capital stock of the Company (including the
Shares), other than acquisitions for bona fide arbitrage positions and other
than acquisitions by persons or groups who have publicly disclosed such
ownership on or prior to November 5, 1996, (ii) any such person or group who
has publicly disclosed any such ownership of more than 10% of any class or
series of capital stock of the Company (including the Shares) prior to such
date shall have acquired or proposed to acquire additional Shares
constituting more than 10% of any class or series of capital stock of the
Company (including the Shares) or shall have been granted any option or
right to acquire more than 10% of any class or series of capital stock of
the Company (including the Shares), (iii) any person or group shall have
entered into a definitive agreement or an agreement in principle or made a
proposal with respect to a tender offer or exchange offer or a merger, share
exchange, consolidation or other business combination or a sale of assets
(other than in the ordinary course of business) with or involving the
Company or any of its subsidiaries or (iv) any person shall have filed a
Notification and Report Form under the HSR Act (or amended a prior filing to
increase the applicable filing threshold set forth therein) or made a public
announcement reflecting an intent to acquire the Company or any assets or
subsidiaries of the Company;

(h) any approval, permit, authorization, favorable review or consent of
any court or Governmental Entity (including those described or referred to
in this Section or under "Certain Legal Matters") shall not have been
obtained on terms satisfactory to Purchaser in its sole discretion or
Purchaser is advised, or otherwise has reason to believe, that any such
approval, permit, authorization, review or consent will be denied or
substantially delayed, or will not be given other than upon terms or
conditions that would, in Purchaser's sole judgment, make it impracticable
to proceed with the Offer;

(i) Purchaser, Parent or another affiliate of Parent and the Company
shall have entered into an agreement that the Offer be terminated or amended
or Purchaser, Parent or another affiliate of Parent shall have entered into
an agreement with the Company providing for a merger or other business
combination with the Company; or

(j) any waiting period under the HSR Act or any other law (domestic or
foreign) applicable to the purchase of Shares pursuant to the Offer shall
not have expired or been terminated (see "--Certain Legal Matters" below),

which, in the sole judgment of Purchaser in any such case, and regardless of the
circumstances (including any action or inaction by Purchaser or any affiliate of
Purchaser) giving rise to any such condition makes it inadvisable to proceed
with the Offer and/or with such acceptance for payment or payment.

The foregoing conditions are for the sole benefit of Purchaser and may be
asserted by Purchaser regardless of the circumstances giving rise to any such
condition or may be waived by Purchaser in whole or in part at any time and from
time to time in its sole discretion. The failure by Purchaser at any time to
exercise any of the foregoing rights will not be deemed a waiver of any such
right, and the waiver of any such right with respect to particular facts and
circumstances will not be deemed a waiver with respect to any other facts and
circumstances and each such right will be deemed an ongoing right that may be
asserted at any time and from time to time. Any determination by Purchaser
concerning the events described above will be final and binding upon all
parties.

35
<PAGE>
CERTAIN LEGAL MATTERS

Although, as set forth above, Purchaser and Parent believe that they are not
affiliates of the Company, Purchaser and Parent understand that they may be
deemed to be affiliates and, accordingly, that the Offer may be deemed to
constitute a "Going Private" transaction under Rule 13e-3 under the Exchange
Act. Consequently, Purchaser has filed with the Commission a Transaction
Statement on Schedule 13E-3, together with exhibits, in addition to filing with
the Commission a Tender Offer Statement on Schedule 14D-1. Pursuant to Rule
13e-3, this Offer to Purchase contains information relating to, among other
matters, the fairness of the Offer to the Company's stockholders.

Based on a review of publicly available filings made by the Company with the
Commission and other publicly available information concerning the Company,
except as otherwise described below, Purchaser is not aware of any license or
regulatory permit that appears to be material to the business of the Company and
its subsidiaries, taken as a whole, that might be adversely affected by
Purchaser's acquisition of Shares as contemplated herein or of any approval or
other action by any Governmental Entity that would be required for the
acquisition or ownership of Shares by Purchaser as contemplated herein. Should
any such approval or other action be required, Purchaser currently contemplates
that such approval or other action will be sought, except as described below
under "State Takeover Laws." While, except as otherwise expressly described in
this section, Purchaser does not presently intend to delay the acceptance for
payment of or payment for Shares tendered pursuant to the Offer pending the
outcome of any such matter, there can be no assurance that any such approval or
other action, if needed, would be obtained or would be obtained without
substantial conditions or that failure to obtain any such approval or other
action might not result in consequences adverse to the Company's business or
that certain parts of the Company's business might not have to be disposed of if
such approvals were not obtained or such other actions were not taken or in
order to obtain any such approval or other action. If certain types of adverse
action are taken with respect to the matters discussed below, Purchaser could
decline to accept for payment or pay for any Shares tendered. See "--Certain
Conditions of the Offer" above for certain conditions of the Offer.

STATE TAKEOVER LAWS. A number of states throughout the United States have
enacted takeover statutes that purport, in varying degrees, to be applicable to
attempts to acquire securities of corporations that are incorporated or have
assets, stockholders, executive offices or places of business in such states. In
Edgar v. MITE Corp., the Supreme Court of the United States held that the
Illinois Business Takeover Act, which involved state securities laws that made
the takeover of certain corporations more difficult, imposed a substantial
burden on interstate commerce and therefore was unconstitutional. In CTS Corp.
v. Dynamics Corp. of America, however, the Supreme Court of the United States
held that a state may, as a matter of corporate law and, in particular, those
laws concerning corporate governance, constitutionally disqualify a potential
acquiror from voting on the affairs of a target corporation without prior
approval of the remaining stockholders, provided that such laws were applicable
only under certain conditions. Subsequently, a number of Federal courts ruled
that various state takeover statutes were unconstitutional insofar as they apply
to corporations incorporated outside the state of enactment.

Except as described herein, Purchaser has not attempted to comply with any
state takeover statutes in connection with the Offer. Purchaser reserves the
right to challenge the validity or applicability of any state law allegedly
applicable to the Offer and nothing in this Offer to Purchase nor any action
taken in connection herewith is intended as a waiver of that right. In the event
that any state takeover statute is found applicable to the Offer, Purchaser
might be unable to accept for payment or pay for Shares tendered pursuant to the
Offer or be delayed in continuing or consummating the Offer. In such case,
Purchaser may not be obligated to accept for payment or pay for any Shares
tendered. See "--Certain Conditions of the Offer" above.

DELAWARE STATUTE. Section 203 of the DGCL, in general, prohibits a Delaware
corporation such as the Company from engaging in a business combination with the
holder of 15% or more of its outstanding

36
<PAGE>
shares (an "interested stockholder") for a period of three years from the time
such interested stockholder became the holder of 15% or more of such shares
unless such stockholder owned shares in excess of the 15% limitation as of
December 23, 1987, such stockholder acquired more than 15% of the stock with the
prior approval of the board of the corporation or certain other conditions are
satisfied. Parent has indirectly owned Shares in excess of the 15% limitation at
all times since November 6, 1985 and initially acquired the Shares with the
prior approval of the Loctite Board; Purchaser has directly owned Shares in
excess of the 15% limitation at all times since August 10, 1989; and each has
been an "interested stockholder" in Loctite for more than three years.
Accordingly, Purchaser does not believe that Section 203 of the DGCL is
applicable to the Offer or will be applicable to the Second Step Merger. See
"SPECIAL FACTORS--Background to the Offer."

ANTITRUST.

UNITED STATES. Under the HSR Act and the rules promulgated thereunder,
certain acquisition transactions may not be consummated unless information has
been furnished to the Federal Trade Commission (the "FTC") and the Antitrust
Division of the Department of Justice (the "ANTITRUST DIVISION") and applicable
waiting period requirements have been satisfied. Pursuant to the requirements of
the HSR Act, on or shortly after November 6, 1996, Parent will file a
Notification and Report Form with respect to the acquisition of more than 50% of
the voting securities of the Company with the FTC and the Antitrust Division.
Under the provisions of the HSR Act applicable to the Offer, the purchase of
Shares under the Offer may not be consummated until the expiration of a 15
calendar-day waiting period following the filing by Purchaser. Accordingly, the
waiting period with respect to the Offer will expire at 11:59 p.m., New York
City time, on the date 15 days after Parent's filing is made, unless Parent
receives a request for additional information or documentary material, or the
Antitrust Division and the FTC terminate the waiting period prior thereto. If,
within such 15-day period, either the Antitrust Division or the FTC requests
additional information or material from Purchaser concerning the Offer, the
waiting period will be extended and would expire at 11:59 p.m., New York City
time, on the tenth calendar day after the date of substantial compliance by
Purchaser with such request. Only one extension of the waiting period pursuant
to a request for additional information is authorized by the HSR Act.
Thereafter, such waiting period may be extended only by court order or with the
consent of Purchaser. Purchaser reserves the right to consent or not in its sole
discretion. Purchaser will not accept for payment Shares tendered pursuant to
the Offer unless and until the waiting period requirements imposed by the HSR
Act with respect to the Offer have been satisfied.

The FTC and the Antitrust Division frequently scrutinize the legality under
the antitrust laws of transactions such as Purchaser's proposed acquisition of
Shares pursuant to the Offer. At any time before or after Purchaser's purchase
of Shares, the FTC or the Antitrust Division could take such action under the
antitrust laws as it deems necessary or desirable in the public interest,
including seeking to enjoin the purchase of Shares pursuant to the Offer or
seeking the divestiture of Shares purchased by Purchaser or the divestiture of
substantial assets of Purchaser or any of its subsidiaries or affiliates or of
the Company or its subsidiaries. While there can be no assurance that a
challenge to the Offer on antitrust grounds will not be made or, if such
challenge is made, of the result, Purchaser does not believe that consummation
of the Offer will result in violation of any applicable U.S. antitrust laws. In
the event any legal action or administrative proceeding by the United States or
an agency thereof challenging the Offer under the federal antitrust laws are
threatened or instituted, Purchaser will not be obligated to accept for payment
or pay for any tendered Shares and may terminate the Offer. In addition,
Purchaser may terminate the Offer if Purchaser becomes subject to an order
preventing the purchase of Shares or limiting Purchaser's ability to exercise
control of the Company. See "--Certain Conditions of the Offer."

GERMANY. Under the German Act Against Restraints of Competition ("ARC") the
proposed acquisition of the majority of the Shares may not be consummated unless
the project has been notified to the Federal Cartel Office ("FCO"), and the
applicable waiting periods have been satisfied.

37
<PAGE>
Therefore, on or shortly after November 6, 1996, Parent will file a
notification with the FCO. Under the provisions of ARC applicable to the Offer,
the purchase of Shares under the Offer may not be consummated until the
expiration of a one-month waiting period following the filing by Parent,
provided, however, that such waiting period will be extended to four months if
the FCO has informed Parent within the one-month period that it has started an
in-depth examination of the proposed merger. Purchaser will not accept for
payment Shares tendered pursuant to the Offer, unless and until the waiting
period requirements imposed by ARC on Parent with respect to the Offer have been
satisfied.

Although Parent has consulted with the FCO on a preliminary basis with
respect to the legality of the purchase of Shares, the FCO may prohibit the
transaction under ARC if it believes that a dominant position will be created or
strengthened as a result of the acquisition of Shares or the Second Step Merger
in any market in Germany. Even if the FCO does not prohibit the transaction, it
may nevertheless clear it on condition of divestiture of substantial assets of
Parent, or of any of its German subsidiaries or affiliates, or of the Company's
German subsidiaries. If such conditions of divestiture are imposed, or if any
legal actions or administrative proceedings challenging the Offer or the Second
Step Merger under German antitrust laws are threatened or instituted, Purchaser
will not be obligated to accept for payment or pay for any tendered Shares and
may terminate the Offer. In addition, Purchaser may terminate the Offer if
Parent becomes subject to a legal obligation or an order preventing the purchase
of Shares or limiting Purchaser's ability to exercise control of the Company.
See "--Certain Conditions of the Offer."

OTHER JURISDICTIONS. Parent is advised that similar filing obligations and
waiting periods exist or may be imposed in a number of other jurisdictions in
which Parent and the Company operate. Parent will take all action that the laws
of such countries may require or make advisable, including the filing of
information with, and the obtaining of approval from, the appropriate
governmental authorities. However, there is no present intention to delay the
acceptance for payment or the payment for Shares pursuant to the Offer pending
the completion of such filings and the obtaining of such approvals. It is
possible that the laws of certain countries might lead to the imposition of
certain additional conditions on Parent's or the Company's operations in these
countries, and that non-compliance with certain laws will have adverse
consequences for the Company or any of its subsidiaries. If any action is taken
prior to completion of the Offer by any government which, in the sole judgment
of Parent, might materially adversely affect the Company, or any of its
subsidiaries or affiliates, or Parent or any of its subsidiaries or affiliates,
Purchaser will not be obligated to accept for payment or pay for any Shares
which are tendered. In addition, Parent reserves the right to terminate the
Offer if it is advised that the acceptance of the Shares would lead to the
imposition of fines or would subject it to other legal sanctions by any foreign
state. See "--Certain Conditions of the Offer."

FEES AND EXPENSES

Purchaser has retained Rothschild as its exclusive financial advisor and as
Dealer Manager in connection with the Offer. Purchaser has retained MacKenzie
Partners, Inc. to act as Information Agent and Citibank, N.A. to act as
Depositary, in connection with the Offer. The Information Agent may respond to
inquiries of the Company's stockholders and may request brokers, dealers,
commercial banks, trust companies and other nominees to forward the Offer
material to beneficial owners, but it will not solicit tenders of Shares. The
Dealer Manager, the Information Agent and the Depositary will each receive
reasonable and customary compensation for their services, will be reimbursed for
certain reasonable out-of-pocket expenses and will be indemnified against
certain liabilities and expenses in connection therewith, including certain
liabilities under the Federal securities laws.

Purchaser will not pay any fees or commissions to any broker or dealer or
other person (other than the Dealer Manager) in connection with the solicitation
of tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks
and trust companies will be reimbursed by Purchaser upon request for customary
mailing and handling expenses incurred by them in forwarding offering materials
to their customers.

38
<PAGE>
Expenses estimated to be incurred by Purchaser in connection with the Offer
are as follows:

<TABLE>
<S> <C>
Financial Advisor Fees and Expenses............................. $6,250,000
Depositary...................................................... 40,000
Information Agent............................................... 50,000
Legal fees...................................................... 3,000,000
Printing, mailing and distribution expenses..................... 150,000
SEC filing fee.................................................. 250,000
Miscellaneous fees and expenses................................. 200,000
---------
Total................................................... $9,940,000
---------
---------
</TABLE>

MISCELLANEOUS

The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of such
jurisdiction. Purchaser is not aware of any jurisdiction in which the making of
the Offer or the tender of Shares in connection therewith would not be in
compliance with the laws of such jurisdiction. To the extent Purchaser becomes
aware of any state law that would limit the class of offerees in the Offer,
Purchaser will amend the Offer and, depending on the timing of such amendment,
if any, will extend the Offer to provide adequate dissemination of such
information to holders of Shares prior to the expiration of the Offer. In any
jurisdiction the securities, blue sky or other laws of which require the Offer
to be made by a licensed broker or dealer, the Offer shall be deemed to be made
on behalf of Purchaser by the Dealer Manager or one or more registered brokers
or dealers licensed under the laws of such jurisdiction.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION ON BEHALF OF PURCHASER NOT CONTAINED HEREIN OR IN THE LETTER OF
TRANSMITTAL AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED.

Purchaser has filed with the Commission a Tender Offer Statement on Schedule
14D-1 and a Transaction Statement on Schedule 13E-3, together with exhibits,
pursuant to Rules 14d-1 and 13e-3, respectively, under the Exchange Act,
together with exhibits furnishing certain additional information with respect to
the Offer, and may file amendments thereto. A copy of such documents, and any
amendments thereto, may be examined at, and copies may be obtained from the
Commission (but not the regional offices of the Commission) in the manner set
forth under "--Certain Information Concerning the Company" above.

HC INVESTMENTS, INC.

November 6, 1996

39
<PAGE>
SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER AND PARENT
AND INTERESTS OF SUCH PERSONS IN THE COMPANY
DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER

The following table sets forth the name, present principal occupation or
employment and five-year employment history of the directors and executive
officers of Purchaser and the number of Shares beneficially owned, directly or
indirectly, by such person as of the date hereof. All such directors and
executive officers are United States citizens, except for Dr. Gruter, who is a
citizen of Germany, and, except as set forth below, the principal business
address of each such director and executive officer is the address of Henkel
Corporation, 2200 Renaissance Boulevard, Suite 200, Gulph Mills, PA 19406.

<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION SHARES
OR EMPLOYMENT AND FIVE YEAR BENEFICIALLY
NAME AND ADDRESS EMPLOYMENT HISTORY OWNED
- --------------------------------------- ------------------------------------------------------- -----------------
<S> <C> <C>

Dr. Karl Gruter........................ Dr. Gruter is the General Counsel of Parent, and has 0
Henkelstrasse 67 held that position since 1985. He is also Chairman of
D-40191 Dusseldorf the Board of Directors of Purchaser.
Germany

Mr. John E. Knudson.................... Mr. Knudson is the Vice President-Finance and Chief 0
Financial Officer of Henkel Corporation, and has held
those positions since 1987. He is also a Director and
President of Purchaser.

Mr. Ernest G. Szoke.................... Mr. Szoke is the Vice President and Chief Legal Officer 0
of Henkel Corporation, and has held those positions
since 1986. He is also a Director and Secretary of
Purchaser.

Mr. John R. Fulton, III................ Mr. Fulton is the Tax Director of Henkel Corporation, 0
and has held that position since 1987. He is also a
Director and Assistant Secretary of Purchaser.

Mr. James E. Ripka..................... Mr. Ripka is the Treasurer of Henkel Corporation, and 0
has held that position since 1988. He is also a
Director and Treasurer of Purchaser.

Ms. Lloyd Overton Martin............... Ms. Martin is the Assistant Vice President, Corporate, 0
Wilmington Trust Company Financial Services Department of Wilmington Trust
Rodney Square North Company, and has held that position since 1989. She is
Wilmington, DE 19890 also a Director and Assistant Treasurer of Purchaser.

Ms. Patricia A. Mosesso................ Ms. Mosesso is the Manager, Legal Affairs of Henkel 0
Corporation, and has held that position since 1990. She
is also Assistant Secretary of Purchaser.
</TABLE>

I-1
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT

The following table sets forth the name, present principal occupation or
employment and five-year employment history of the directors and executive
officers of Parent and the number of Shares beneficially owned, directly or
indirectly, by such person as of the date hereof. All such directors and
executive officers are German citizens, except for Mr. De Keersmaecker, who is a
citizen of Belgium, and Dr. Morwind and Prof. Dr. Sihler, who are citizens of
the Republic of Austria, and, except as set forth below, the principal business
address of each such director and executive officer is the address of Parent,
Henkelstrasse 67, D-40191 Dusseldorf, Germany.

SUPERVISORY BOARD:

Mr. Albrecht Woeste.................... Mr. Woeste is the owner, President and Managing 0
Director of R. Woeste GmbH & Co. KG, a manufacturing
company, and has held those positions since before
1991. Since 1990, he has also been Chairman of the
Supervisory Board and Chairman of the Shareholders'
Committee of Parent.

Mr. Gottfried Neuen.................... Mr. Neuen is the Chairman of the Works Council and the 0
Vice Chairman of the Supervisory Board of Parent, and
has held those positions since 1981 and 1982,
respectively.

Dr. Ulrich Cartellieri................. Dr. Cartellieri is a member of the Board of Management 0
c/o Deutsche Bank AG of Deutsche Bank AG, and has held that position since
60262 Frankfurt 1981.
Germany

Mrs. Ursula Fairchild.................. Mrs. Fairchild has been a photographer since before 0
6126 Avenida Cresta 1991.
La Jolla, California 92037
United States
(residence)

Mr. Johann-Christoph Frey.............. Mr. Frey has been an Investment Banker since before 0
c/o Dr. Rudolf Frey 1991.
Kuhlwetterstrasse 49
40239 Dusseldorf
Germany

Mr. Benedikt-Joachim................... Mr. von Herman has been a Forester since before 1991. 0
Freiherr von Herman
Obere Dorfstrasse 1
88489 Wain
Germany

Dr. Klaus Dieter Leister............... Dr. Leister retired on December 31, 1995 as a Member of 0
Langer Grabenweg the Board of Management of Westdeutsche Landesbank,
53175 Bonn where he held that position since 1989.
Germany
</TABLE>

I-2
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION SHARES
OR EMPLOYMENT AND FIVE YEAR BENEFICIALLY
NAME AND ADDRESS EMPLOYMENT HISTORY OWNED
- --------------------------------------- ------------------------------------------------------- -----------------
<S> <C> <C>
Mr. Hans Mehnert....................... Mr. Mehnert is a member of the Works Council of Parent, 0
and has held that position since 1972.

Mr. Herbert Puderbach.................. Mr. Puderbach has been a member of the Management 0
Personnel Representatives of Parent since 1982 and
served as Chairman from 1988 until May, 1994. He has
been a Physicist employed by Parent since 1971.

Mr. Erich Ruch......................... Mr. Ruch is the General Manager of the administrative 0
c/o IG Chemie-Papier- area Dusseldorf-Wuppertal of IG Chemie-Papier-Keramik
Keramik (Industrial union of employees in the chemical
Friedrich-Ebert-Allee 34-38 industry) and has held that position since 1985.
40210 Dusseldorf
Germany

Mr. Jurgen Sarrazin.................... Mr. Sarrazin is the Chairman of the Board of Dresdner 0
c/o Dresdner Bank AG Bank AG, and has held that position since May, 1993.
Jurgen-Ponto-Platz 1 From May, 1984 to May, 1993, Mr. Sarrazin was a member
60301 Frankfurt/Main of the Board of Dresdner Bank AG.
Germany

Mrs. Klare Spaas....................... Mrs. Spaas is the Chairwoman of the Works Council of 0
c/o Thera Cosmetic GmbH Thera Cosmetic GmbH and has held that position since
Werk Dulken 1984.
Lange Strasse 130
41751 Viersen,
Germany

Mr. Hans Vonderhagen................... Mr. Vonderhagen is a member of the Works Council of 0
Parent, and has held that position since 1972.

Mr. Jurgen Walter...................... Mr. Walter is an officer of IG Chemie-Papier- Keramik 0
c/o IG Chemie-Papier- (Industrial union of employees in the chemical
Keramik industry) and is a member of the Governing Board of IG
Konigsworther Platz 6 Chemie-Papier-Keramik, and has held such positions
30167 Hannover since 1970 and 1982, respectively.
Germany

Mr. Dieter Wendelstadt................. Mr. Wendelstadt is the Chairman of the Supervisory 0
c/o Colonia Konzern AG Board of Colonia Konzern AG and has held that position
Gereonsdriesch 9-11 since July, 1991.
50670 Koln
Germany

Mr. Winfried Zander.................... Mr. Zander is a Vice Chairman of the Works Council of 0
Parent, and has held that position since June, 1994. He
has been a member of the Works Council of Parent since
1984.
</TABLE>

I-3
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION SHARES
OR EMPLOYMENT AND FIVE YEAR BENEFICIALLY
NAME AND ADDRESS EMPLOYMENT HISTORY OWNED
- --------------------------------------- ------------------------------------------------------- -----------------
<S> <C> <C>
BOARD OF MANAGEMENT:

Dr. Hans-Dietrich Winkhaus............. Dr. Winkhaus is the President and Chief Executive 0
Officer of Parent, and has held those positions since
1992. Prior to 1992, Dr. Winkhaus served as Executive
Vice President/Deputy to the Chief Executive Officer of
Parent.

Mr. Guido De Keersmaecker.............. Mr. De Keersmaecker is the Executive Vice 0
President-Adhesives of Parent, and has held that
position since May, 1993. He was the President
directeur general of Henkel France S.A. from 1991-1993.

Dr. Jochen Krautter.................... Dr. Krautter is the Executive Vice President-Metal 700
Chemicals of Parent, and has held that position since
1992. He was the Managing Director of Henkel Belgium
from 1991-1992. He is also a member of the Loctite
Board.

Dr. Ulrich Lehner...................... Dr. Lehner is the Chief Financial Officer of Parent, 0
and has held that position since April, 1995. From 1994
through March, 1995, he was a Vice President of Parent.
He was the President, Henkel Asia Pacific, from
1991-1993.

Dr. Klaus Morwind...................... Dr. Morwind is the Executive Vice President- 360
Detergents/Cleaning Products of Parent, and has held
that position since January, 1991.

Dr. Roland Schulz...................... Dr. Schulz is the Executive Vice President-Human 0
Resources of Parent, and has held that position since
January, 1991.

Prof. Dr. Uwe Specht................... Prof. Dr. Specht is the Executive Vice President- 0
Cosmetics/Toiletries of Parent, and has held that
position since 1990.

Dr. Wilfried Umbach.................... Dr. Umbach is the Executive Vice President-Research and 0
Technology of Parent, and has held that position since
1992. He served as Vice President of Parent from 1990
to 1992.

Dr. Harald Wulff....................... Dr. Wulff is an Executive Vice President of Parent, and 0
has held that position since June 1, 1996. He served as
President and Chief Executive Officer of Henkel
Corporation from 1988 until June 1, 1996.
</TABLE>

I-4
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION SHARES
OR EMPLOYMENT AND FIVE YEAR BENEFICIALLY
NAME AND ADDRESS EMPLOYMENT HISTORY OWNED
- --------------------------------------- ------------------------------------------------------- -----------------
<S> <C> <C>
SHAREHOLDERS' COMMITTEE:

Dr. Konrad Henkel...................... Dr. Henkel has served as Honorary Chairman of the 0
Henkel Group since 1991.

Mr. Albrecht Woeste.................... (See description above under Supervisory Board)

Mr. Christoph Henkel................... Mr. Henkel is an independent entrepreneur and business 1,600
executive. He has been a Director of Parent since 1989.
From 1991-1992, Mr. Henkel served as Vice President,
Special Projects of Henkel Corporation. He has been a
member of the Loctite Board since 1994.

Dr. Jurgen Manchot..................... Dr. Manchot is the Vice Chairman of the Shareholders' 3,200
Committee of Parent, and has held that position since
1976. Dr. Manchot was a member of the Loctite Board
from December, 1985-April, 1996.

Mr. Walter Huneke...................... Mr. Huneke is a private investor and has been a real 0
Hohe Strasse 33 estate developer and owner of a paper business since
40213 Dusseldorf before 1991. He has been a member of the Shareholders'
Germany Committee of Parent since 1978.

Mr. Helmut O. Maucher.................. Mr. Maucher is the Chairman of the Board and Chief 0
c/o Nestle S.A. Executive Officer of Nestle S.A., and has held those
55 Avenue Nestle positions since 1990.
CH-1800 Vevey
Switzerland

Dr. Christa Plichta.................... Dr. Plichta has been a physician in private practice 0
Chemin Colladon 22 since before 1991.
CH-1209 Geneve
Switzerland

Dr. Wolfgang Roller.................... Dr. Roller is the Chairman of the Supervisory Board of 0
c/o Dresdner Bank AG Dresdner Bank AG, and has held that position since
Jurgen-Ponto-Platz 1 1993. From 1971 to 1993, he was a Member and Speaker
60301 Frankfurt am Main (1985) of the Board of Managing Directors of Dresdner
Germany Bank AG.

Prof. Dr. Helmut Sihler................ Prof. Dr. Sihler is a member of the Shareholders' 0
Committee of Parent, and has held such position since
1992. He served as President and Chief Executive
Officer of Parent from 1980 to 1992. Prof. Dr. Sihler
also serves as, among others, Chairman of the
Supervisory Board of Deutsche Telekom AG since July
1996; and Chairman of the Supervisory Board of
Dr.Ing.h.c. F. Porsche AG since March 1993.
</TABLE>

I-5
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION SHARES
OR EMPLOYMENT AND FIVE YEAR BENEFICIALLY
NAME AND ADDRESS EMPLOYMENT HISTORY OWNED
- --------------------------------------- ------------------------------------------------------- -----------------
<S> <C> <C>
Dr. Christoph-Friedrich................ Dr. von Braun has been a self-employed consultant since 0
Freiherr von Braun before 1991 and has served as a guest of the
Mauerkircherstrasse 12 Shareholders' Committee of Parent since September,
81679 Munchen 1995.
Germany

Mr. Manfred Pape....................... Mr. Pape has served as a Guest of the Shareholders' 0
Freytagstrasse 29 Committee of Parent since June, 1995. He was a Manager
40237 Dusseldorf of Thompson-Siegel GmbH from 1978 until 1994. He was a
Germany member of the Supervisory Board of Parent from 1978
through May of 1993.
</TABLE>

I-6
<PAGE>
SCHEDULE II

SHARE PURCHASES BY PURCHASER SINCE JANUARY 1, 1994

The following table sets forth each transaction in the Shares by Purchaser
since January 1, 1994. Except as set forth below, each such purchase was an
open-market purchase effected on the NYSE.

<TABLE>
<CAPTION>
PRICE PER
DATE NUMBER OF SHARES SHARE
- --------------------------------------------------------------- ----------------- -----------
<S> <C> <C>
1/25/94*...................................................... 2,817* $ 38.13*
8/18/94*...................................................... 23,775* 43.88*
9/2/94....................................................... 1,400 45.38
9/6/94....................................................... 1,000 45.38
9/7/94....................................................... 1,500 45.75
9/8/94....................................................... 1,500 45.83
9/9/94....................................................... 2,600 45.42
9/12/94....................................................... 9,000 45.00
9/13/94....................................................... 2,100 44.49
9/14/94....................................................... 500 44.25
9/15/94....................................................... 1,000 44.00
9/16/94....................................................... 2,000 44.47
9/19/94....................................................... 3,000 44.27
9/20/94....................................................... 2,500 44.15
9/21/94....................................................... 800 43.91
9/22/94....................................................... 3,000 42.67
9/23/94....................................................... 2,300 42.07
9/26/94....................................................... 1,500 41.71
9/27/94....................................................... 1,500 41.75
9/28/94....................................................... 1,700 42.00
9/29/94....................................................... 200 42.38
9/30/94....................................................... 1,900 42.97
10/3/94....................................................... 3,000 42.52
10/4/94....................................................... 1,700 42.25
10/5/94....................................................... 3,000 42.15
10/6/94....................................................... 1,000 42.00
10/7/94....................................................... 3,000 42.21
10/10/94....................................................... 100 42.75
10/11/94....................................................... 2,500 43.88
10/14/94*...................................................... 270,000* 44.63*
10/27/94....................................................... 2,300 44.61
10/28/94....................................................... 1,500 44.46
10/31/94....................................................... 1,700 44.55
11/1/94....................................................... 3,000 44.81
11/2/94....................................................... 2,100 44.82
11/3/94....................................................... 1,900 45.13
11/4/94....................................................... 2,000 45.63
11/7/94....................................................... 3,000 45.82
11/8/94....................................................... 3,000 45.96
11/8/94*...................................................... 548* 45.63*
11/9/94....................................................... 3,000 46.21
11/10/94....................................................... 3,000 45.83
11/11/94....................................................... 500 45.63
11/14/94....................................................... 2,000 45.63
</TABLE>

II-1
<PAGE>
<TABLE>
<CAPTION>
PRICE PER
DATE NUMBER OF SHARES SHARE
- --------------------------------------------------------------- ----------------- -----------
<S> <C> <C>
11/15/94....................................................... 3,000 $ 45.29
11/16/94....................................................... 1,000 45.25
11/17/96....................................................... 1,100 45.36
11/18/94....................................................... 2,500 45.20
11/21/94....................................................... 3,000 45.06
11/22/94....................................................... 3,000 44.67
11/23/94....................................................... 2,000 44.44
11/28/94....................................................... 1,700 44.71
11/29/94....................................................... 3,000 45.83
11/30/94....................................................... 2,200 45.68
12/1/94....................................................... 3,000 45.30
12/2/94....................................................... 3,000 44.51
12/5/94....................................................... 800 44.25
12/6/94....................................................... 3,000 44.75
12/7/94....................................................... 2,500 44.43
12/8/94....................................................... 1,200 44.40
12/9/94....................................................... 1,500 44.63
12/12/94....................................................... 3,000 44.94
12/13/94....................................................... 3,000 44.90
12/14/94....................................................... 3,000 44.70
12/15/94....................................................... 2,500 44.58
12/16/94....................................................... 2,000 44.88
12/19/94....................................................... 2,200 44.96
12/20/94....................................................... 3,000 44.97
12/21/94....................................................... 1,500 45.04
12/22/94....................................................... 1,900 45.53
12/23/94....................................................... 1,000 45.56
12/27/94....................................................... 800 46.08
12/28/94....................................................... 2,000 46.31
12/29/94....................................................... 1,300 46.42
12/30/94....................................................... 500 46.50
1/3/95....................................................... 500 46.13
1/4/95....................................................... 3,000 46.17
1/5/95....................................................... 2,400 45.54
1/6/95....................................................... 2,500 45.78
1/9/95....................................................... 2,000 46.19
1/11/95....................................................... 2,000 46.53
1/12/95....................................................... 2,500 46.73
1/13/95....................................................... 500 46.88
1/17/95....................................................... 500 47.00
2/1/95....................................................... 1,500 44.71
2/2/95....................................................... 3,000 44.50
2/3/95....................................................... 3,000 45.00
2/6/95....................................................... 3,000 45.23
2/7/95....................................................... 3,000 45.02
2/8/95....................................................... 3,000 45.35
2/9/95....................................................... 2,500 45.33
2/10/95....................................................... 400 45.00
2/13/95....................................................... 2,000 45.09
2/13/95*...................................................... 21,041* 44.88*
2/14/95....................................................... 1,600 45.78
</TABLE>

II-2
<PAGE>
<TABLE>
<CAPTION>
PRICE PER
DATE NUMBER OF SHARES SHARE
- --------------------------------------------------------------- ----------------- -----------
<S> <C> <C>
2/15/95....................................................... 1,900 $ 45.78
2/16/95....................................................... 2,000 45.97
2/17/95....................................................... 2,900 46.03
2/21/95....................................................... 3,000 45.85
2/22/95....................................................... 3,000 45.85
2/23/95....................................................... 2,500 45.83
2/27/95....................................................... 3,000 46.08
2/28/95....................................................... 2,500 45.93
3/1/95....................................................... 2,000 45.84
3/2/95....................................................... 1,500 45.97
3/3/95....................................................... 2,000 46.03
3/6/95....................................................... 2,400 45.93
3/7/95....................................................... 3,000 45.92
3/8/95....................................................... 500 46.13
3/9/95....................................................... 200 46.50
3/10/95....................................................... 1,000 47.00
3/21/95....................................................... 1,500 47.00
4/6/95....................................................... 1,300 47.00
6/27/95....................................................... 21,000 46.38
6/28/95....................................................... 2,000 46.00
6/29/95....................................................... 6,000 46.73
6/30/95....................................................... 6,000 46.60
7/3/95....................................................... 6,000 45.38
7/5/95....................................................... 15,700 45.76
7/6/95....................................................... 6,000 46.25
7/7/95....................................................... 4,000 46.83
7/10/95....................................................... 3,000 47.00
7/11/95....................................................... 6,000 47.00
7/12/95....................................................... 6,000 46.73
7/13/95....................................................... 6,000 46.73
7/14/95....................................................... 4,500 46.54
7/17/95....................................................... 6,000 46.47
7/18/95....................................................... 6,000 46.05
7/19/95....................................................... 16,000 45.41
7/20/95....................................................... 6,000 44.57
7/21/95....................................................... 11,000 44.36
7/24/95....................................................... 6,000 44.33
7/25/95....................................................... 6,000 45.06
7/26/95....................................................... 3,000 45.75
7/28/95....................................................... 6,000 46.78
7/31/95....................................................... 6,000 46.95
8/1/95....................................................... 6,000 47.00
8/2/95....................................................... 6,000 46.84
8/3/95....................................................... 6,000 46.88
8/7/95....................................................... 500 47.00
</TABLE>

- ------------------------

* Private purchase pursuant to Right of First Refusal described under "SPECIAL
FACTORS-- Background to the Offer."

II-3
<PAGE>
Annex I

Section 262 of the General Corporation Law of the State of Delaware

Section 262. Appraisal rights.

(a) Any stockholder of a corporation of this State who holds shares of stock
on the date of the making of a demand pursuant to subsection (d) of this section
with respect to such shares, who continuously holds such shares through the
effective date of the merger or consolidation, who has otherwise complied with
subsection (d) of this section and who has neither voted in favor of the merger
or consolidation nor consented thereto in writing pursuant to Section 228 of
this title shall be entitled to an appraisal by the Court of Chancery of the
fair value of his shares of stock under the circumstances described in
subsections (b) and (c) of this section. As used in this section, the word
"stockholder" means a holder of record of stock in a stock corporation and also
a member of record of a nonstock corporation; the words "stock" and "share" mean
and include what is ordinarily meant by those words and also membership or
membership interest of a member of a nonstock corporation; and the words
"depository receipt" mean a receipt or other instrument issued by a depository
representing an interest in one or more shares, or fractions thereof, solely of
stock of a corporation, which stock is deposited with the depository.

(b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to Section 251 (other than a merger effected pursuant to
subsection (g) of Section 251), Section 252, Section 254, Section 257, Section
258, Section 263 or Section 264 of this title:

(1) Provided, however, that no appraisal rights under this section shall
be available for the shares of any class or series of stock, which stock, or
depository receipts in respect thereof, at the record date fixed to
determine the stockholders entitled to receive notice of and to vote at the
meeting of stockholders to act upon the agreement of merger or
consolidation, were either (i) listed on a national securities exchange or
designated as a national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc. or (ii) held
of record by more than 2,000 holders; and further provided that no appraisal
rights shall be available for any shares of stock of the constituent
corporation surviving a merger if the merger did not require for its
approval the vote of the stockholders of the surviving corporation as
provided in subsections (f) or (g) of Section 251 of this title.

(2) Notwithstanding paragraph (1) of this subsection, appraisal rights
under this section shall be available for the shares of any class or series
of stock of a constituent corporation if the holders thereof are required by
the terms of an agreement of merger or consolidation pursuant to
SectionSection 251, 252, 254, 257, 258, 263 and 264 of this title to accept
for such stock anything except:

a. Shares of stock of the corporation surviving or resulting from
such merger or consolidation, or depository receipts in respect thereof;

b. Shares of stock of any other corporation, or depository receipts
in respect thereof, which shares of stock or depository receipts at the
effective date of the merger or consolidation will be either listed on a
national securities exchange or designated as a national market system
security on an interdealer quotation system by the National Association
of Securities Dealers, Inc. or held of record by more than 2,000 holders;

c. Cash in lieu of fractional shares or fractional depository
receipts described in the foregoing subparagraphs a. and b. of this
paragraph; or

d. Any combination of the shares of stock, depository receipts and
cash in lieu of fractional shares or fractional depository receipts
described in the foregoing subparagraphs a., b. and c. of this paragraph.

A-I-1
<PAGE>
(3) In the event all of the stock of a subsidiary Delaware corporation
party to a merger effected under Section 253 of this title is not owned by
the parent corporation immediately prior to the merger, appraisal rights
shall be available for the shares of the subsidiary Delaware corporation.

(c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision,
the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as is practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger or consolidation for which appraisal rights are
provided under this section is to be submitted for approval at a meeting of
stockholders, the corporation, not less than 20 days prior to the meeting,
shall notify each of its stockholders who was such on the record date for
such meeting with respect to shares for which appraisal rights are available
pursuant to subsection (b) or (c) hereof that appraisal rights are available
for any or all of the shares of the constituent corporations, and shall
include in such notice a copy of this section. Each stockholder electing to
demand the appraisal of his shares shall deliver to the corporation, before
the taking of the vote on the merger or consolidation, a written demand for
appraisal of his shares. Such demand will be sufficient if it reasonably
informs the corporation of the identity of the stockholder and that the
stockholder intends thereby to demand the appraisal of his shares. A proxy
or vote against the merger or consolidation shall not constitute such a
demand. A stockholder electing to take such action must do so by a separate
written demand as herein provided. Within 10 days after the effective date
of such merger or consolidation, the surviving or resulting corporation
shall notify each stockholder of each constituent corporation who has
complied with this subsection and has not voted in favor of or consented to
the merger or consolidation of the date that the merger or consolidation has
become effective; or

(2) If the merger or consolidation was approved pursuant to Section 228
or Section 253 of this title, each constituent corporation, either before
the effective date of the merger or consolidation or within ten days
thereafter, shall notify each of the holders of any class or series of stock
of such constituent corporation who are entitled to appraisal rights of the
approval of the merger or consolidation and that appraisal rights are
available for any or all shares of such class or series of stock of such
constituent corporation, and shall include in such notice a copy of this
section; provided that, if the notice is given on or after the effective
date of the merger or consolidation, such notice shall be given by the
surviving or resulting corporation to all such holders of any class or
series of stock of a constituent corporation that are entitled to appraisal
rights. Such notice may, and, if given on or after the effective date of the
merger or consolidation, shall, also notify such stockholders of the
effective date of the merger or consolidation. Any stockholder entitled to
appraisal rights may, within twenty days after the date of mailing of such
notice, demand in writing from the surviving or resulting corporation the
appraisal of such holder's shares. Such demand will be sufficient if it
reasonably informs the corporation of the identity of the stockholder and
that the stockholder intends thereby to demand the appraisal of such
holder's shares. If such notice did not notify stockholders of the effective
date of the merger or consolidation, either (i) each such constituent
corporation shall send a second notice before the effective date of the
merger or consolidation notifying each of the holders of any class or series
of stock of such constituent corporation that are entitled to appraisal
rights of the effective date of the merger or consolidation or (ii) the
surviving or resulting corporation shall send such a second notice to all
such holders on or within 10 days after such effective date; provided,
however, that if such second notice is sent more than 20 days following the
sending of the first notice, such second notice need only be sent to each
stockholder who is entitled to appraisal rights and who has demanded
appraisal of such holder's shares in accordance with this subsection. An
affidavit of the secretary or assistant secretary or of the transfer agent
of the corporation that is required to give

A-I-2
<PAGE>
either notice that such notice has been given shall, in the absence of
fraud, be prima facie evidence of the facts stated therein. For purposes of
determining the stockholders entitled to receive either notice, each
constituent corporation may fix, in advance, a record date that shall be not
more than 10 days prior to the date the notice is given; provided that, if
the notice is given on or after the effective date of the merger or
consolidation, the record date shall be such effective date. If no record
date is fixed and the notice is given prior to the effective date, the
record date shall be the close of business on the day next preceding the day
on which the notice is given.

(e) Within 120 days after the effective date of the merger or consolidation,
the surviving or resulting corporation or any stockholder who has complied with
subsections (a) and (d) hereof and who is otherwise entitled to appraisal
rights, may file a petition in the Court of Chancery demanding a determination
of the value of the stock of all such stockholders. Notwithstanding the
foregoing, at any time within 60 days after the effective date of the merger or
consolidation, any stockholder shall have the right to withdraw his demand for
appraisal and to accept the terms offered upon the merger or consolidation.
Within 120 days after the effective date of the merger or consolidation, any
stockholder who has complied with the requirements of subsections (a) and (d)
hereof, upon written request, shall be entitled to receive from the corporation
surviving the merger or resulting from the consolidation a statement setting
forth the aggregate number of shares not voted in favor of the merger or
consolidation and with respect to which demands for appraisal have been received
and the aggregate number of holders of such shares. Such written statement shall
be mailed to the stockholder within 10 days after his written request for such a
statement is received by the surviving or resulting corporation or within 10
days after expiration of the period for delivery of demands for appraisal under
subsection (d) hereof, whichever is later.

(f) Upon the filing of any such petition by a stockholder, service of a copy
thereof shall be made upon the surviving or resulting corporation, which shall
within 20 days after such service file in the office of the Register in Chancery
in which the petition was filed a duly verified list containing the names and
addresses of all stockholders who have demanded payment for their shares and
with whom agreements as to the value of their shares have not been reached by
the surviving or resulting corporation. If the petition shall be filed by the
surviving or resulting corporation, the petition shall be accompanied by such a
duly verified list. The Register in Chancery, if so ordered by the Court, shall
give notice of the time and place fixed for the hearing of such petition by
registered or certified mail to the surviving or resulting corporation and to
the stockholders shown on the list at the addresses therein stated. Such notice
shall also be given by 1 or more publications at least 1 week before the day of
the hearing, in a newspaper of general circulation published in the City of
Wilmington, Delaware or such publication as the Court deems advisable. The forms
of the notices by mail and by publication shall be approved by the Court, and
the costs thereof shall be borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an
appraisal for their shares and who hold stock represented by certificates to
submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.

(h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. In determining such fair value, the
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of
interest which the surviving or resulting corporation would have had to pay to
borrow money during the pendency of the proceeding. Upon application by the
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion, permit discovery
or other pretrial proceedings and may proceed to trial upon the appraisal prior
to the final determination of the stockholder entitled to an appraisal. Any
stockholder whose name appears on

A-I-3
<PAGE>
the list filed by the surviving or resulting corporation pursuant to subsection
(f) of this section and who has submitted his certificates of stock to the
Register in Chancery, if such is required, may participate fully in all
proceedings until it is finally determined that he is not entitled to appraisal
rights under this section.

(i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court
may direct. Payment shall be so made to each such stockholder, in the case of
holders of uncertificated stock forthwith, and the case of holders of shares
represented by certificates upon the surrender to the corporation of the
certificates representing such stock. The Court's decree may be enforced as
other decrees in the Court of Chancery may be enforced, whether such surviving
or resulting corporation be a corporation of this State or of any state.

(j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.

(k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded his appraisal rights as provided in subsection (d)
of this section shall be entitled to vote such stock for any purpose or to
receive payment of dividends or other distributions on the stock (except
dividends or other distributions payable to stockholders of record at a date
which is prior to the effective date of the merger or consolidation); provided,
however, that if no petition for an appraisal shall be filed within the time
provided in subsection (e) of this section, or if such stockholder shall deliver
to the surviving or resulting corporation a written withdrawal of his demand for
an appraisal and an acceptance of the merger or consolidation, either within 60
days after the effective date of the merger or consolidation as provided in
subsection (e) of this section or thereafter with the written approval of the
corporation, then the right of such stockholder to an appraisal shall cease.
Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery
shall be dismissed as to any stockholder without the approval of the Court, and
such approval may be conditioned upon such terms as the Court deems just.

(1) The shares of the surviving or resulting corporation to which the
shares of such objecting stockholders would have been converted had they
assented to the merger or consolidation shall have the status of authorized
and unissued shares of the surviving or resulting corporation.

A-I-4
<PAGE>
The Depositary for the Offer is:
CITIBANK, N.A.

<TABLE>
<CAPTION>
BY HAND: BY MAIL: BY OVERNIGHT COURIER:
<S> <C> <C>
Citibank, N.A. Citibank, N.A. Citibank, N.A.
Corporate Trust Window c/o Citicorp Data Distribution, c/o Citicorp Data Distribution,
111 Wall Street, 5th Floor Inc. Inc.
New York, New York 10043 P.O. Box 7072 404 Sette Drive
Paramus, New Jersey 07653 Paramus, New Jersey 07652
</TABLE>

FACSIMILE FOR ELIGIBLE INSTITUTIONS: (201) 262-3240
TO CONFIRM FAX ONLY: (800) 422-2077

The Information Agent for the Offer is:

[Logo of MacKenzie Partners, Inc.]

156 Fifth Avenue
New York, New York 10010
(800) 322-2885 (TOLL FREE)
(212) 929-5500 (CALL COLLECT)

The Dealer Manager for the Offer is:

ROTHSCHILD INC.

1251 Avenue of the Americas
New York, New York 10020
CALL TOLL FREE: (800) 753-5151 (EXT. 3611)

<PAGE>
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING ANY ASSOCIATED STOCK PURCHASE RIGHTS)

OF
LOCTITE CORPORATION
PURSUANT TO THE OFFER TO PURCHASE
DATED NOVEMBER 6, 1996
BY
HC INVESTMENTS, INC.
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
HENKEL KGAA

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON MONDAY, JANUARY 6, 1997,
UNLESS THE OFFER IS EXTENDED.

THE DEPOSITARY FOR THE OFFER IS:

CITIBANK, N.A.

<TABLE>
<S> <C> <C>
BY HAND: BY MAIL: BY OVERNIGHT COURIER:
Citibank, N.A. Citibank, N.A. Citibank, N.A.
Corporate Trust Window c/o Citicorp Data Distribution, Inc. c/o Citicorp Data Distribution, Inc.
111 Wall Street, 5th Floor P.O. Box 7072 404 Sette Drive
New York, New York 10043 Paramus, New Jersey 07653 Paramus, New Jersey 07652
</TABLE>

FACSIMILE FOR ELIGIBLE INSTITUTIONS: (201) 262-3240
TO CONFIRM FAX ONLY: (800) 422-2077

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER
OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE SUBSTITUTE FORM W-9
PROVIDED BELOW.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

This Letter of Transmittal is to be completed by stockholders of Loctite
Corporation (the "COMPANY") either if certificates ("SHARE CERTIFICATES")
evidencing Shares (as defined below) are to be forwarded herewith or if delivery
of Shares is to be made by book-entry transfer to the account of Citibank, N.A.
(the "DEPOSITARY") at The Depository Trust Company or Philadelphia Depository
Trust Company (each, a "BOOK-ENTRY TRANSFER FACILITY" and collectively, the
"BOOK-ENTRY TRANSFER FACILITIES") pursuant to the book-entry transfer procedures
described in the section entitled "THE TENDER OFFER--Procedure for Tendering
Shares" of the Offer to Purchase (as defined below). DELIVERY OF DOCUMENTS TO A
BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
<PAGE>
Stockholders whose Share Certificates are not immediately available or who
cannot deliver their Share Certificates and all other documents required hereby
to the Depositary prior to the Expiration Date (as defined in the Offer to
Purchase) or who cannot complete the procedure for delivery by book-entry
transfer on a timely basis and who wish to tender their Shares must do so
pursuant to the guaranteed delivery procedure described in the section entitled
"THE TENDER OFFER--Procedure for Tendering Shares" of the Offer to Purchase. See
Instruction 2.

/ / CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE
DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution: ____________________________________________

Check box of Applicable Book-Entry Transfer Facility:

/ / The Depository Trust Company

/ / Philadelphia Depository Trust Company
Account Number: ___________________________________________________________
Transaction Code Number: __________________________________________________

/ / CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): __________________________________________
Date of Execution of Notice of Guaranteed Delivery: _______________________
Name of Institution which Guaranteed Delivery: ____________________________

If Delivered by Book-Entry Transfer, Check box of Applicable Book-Entry
Transfer Facility:

/ / The Depository Trust Company

/ / Philadelphia Depository Trust Company
Account Number: ___________________________________________________________
Transaction Code Number: __________________________________________________
<TABLE>
<S> <C> <C> <C>
DESCRIPTION OF SHARES TENDERED

Name(s) and Address(es) of Registered Holder(s) Share(s) Tendered (Attach additional schedule, if
(please fill in, if blank) necessary)

Total Number of
Shares
Represented
Certificate by Number Of Shares
Number(s)* Certificate(s)* Tendered**
<S> <C> <C> <C>
Total Shares
*Need not be completed by stockholders making delivery of Shares by book-entry transfer.
**Unless otherwise indicated, it will be assumed that all Shares evidenced by any certificate delivered to
the Depositary are being tendered. See Instruction 4.
</TABLE>

<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to HC Investments, Inc., a Delaware
corporation ("PURCHASER"), the above-described shares of Common Stock, par value
$0.01 per share (the "SHARES"), of Loctite Corporation, a Delaware corporation
(the "COMPANY"), pursuant to Purchaser's offer to purchase all outstanding
Shares including the associated common stock purchase rights (the "RIGHTS")
issued pursuant to the Rights Agreement (the "RIGHTS AGREEMENT"), dated as of
April 14, 1994, between the Company and The First National Bank of Boston, as
Rights Agent, and all benefits that may inure to holders thereof, for a purchase
price of $57.75 per Share, net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated November 6, 1996 (the "OFFER TO PURCHASE"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which, as they may be amended
from time to time, together constitute the "OFFER"). The undersigned understands
that Purchaser reserves the right to transfer or assign, in whole at any time or
in part from time to time, to one or more of its affiliates, the right to
purchase all or any portion of the Shares tendered pursuant to the Offer, but
any such transfer or assignment will not relieve Purchaser of its obligations
under the Offer and will in no way prejudice the rights of tendering
stockholders to receive payment for Shares validly tendered and accepted for
payment pursuant to the Offer. All references to Shares include references to
the associated Rights, unless the context indicates otherwise. Capitalized terms
not defined herein shall have the meanings attributed to them in the Offer to
Purchase.

Subject to, and effective upon, acceptance for payment of, the Shares
tendered herewith, in accordance with the terms of the Offer (including, if the
Offer is extended, shortened or amended, the terms and conditions of any such
extension, shortening or amendment), the undersigned hereby sells, assigns and
transfers to, or upon the order of, Purchaser all right, title and interest in
and to all the Shares that are being tendered hereby (and any and all other
Shares or other securities or rights issued or issuable in respect of such
Shares on or after November 6, 1996 (collectively, "DISTRIBUTIONS")), and
irrevocably appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares and all
Distributions, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (a) deliver
Share Certificates evidencing such Shares and all Distributions, or transfer
ownership of such Shares and all Distributions on the account books maintained
by a Book-Entry Transfer Facility, together, in either case, with all
accompanying evidence of transfer and authenticity, to or upon the order of
Purchaser, (b) present such Shares and all Distributions for transfer on the
Company's books and (c) receive all benefits and otherwise exercise all rights
of beneficial ownership of such Shares and all Distributions, all in accordance
with the terms of the Offer.

By executing this Letter of Transmittal, the undersigned irrevocably
appoints Dr. Karl Gruter and Mr. Ernest G. Szoke, and each of them, as
attorneys-in-fact and proxies of the undersigned, each with full power of
substitution, to the full extent of the undersigned's rights with respect to the
Shares tendered by the undersigned and accepted for payment by Purchaser (and
any and all Distributions). All such attorneys-in-fact and proxies shall be
considered coupled with an interest in the tendered Shares (and Distributions).
This appointment will be effective if, when, and only to the extent that,
Purchaser accepts such Shares for payment pursuant to the Offer. Upon such
acceptance for payment, all prior powers of attorney and proxies given by the
undersigned with respect to such Shares and Distributions will, without further
action, be revoked, and no subsequent powers of attorney or proxies may be given
(and if given will be deemed not to be effective). The individuals named above
as attorneys-in-fact and proxies will, with respect to the Shares and
Distributions for which the appointment is effective, be empowered to exercise
all voting and other rights of the undersigned as they in their sole discretion
may deem proper at any annual, special, adjourned or postponed meeting of the
Company's stockholders, and the right to act by written consent or otherwise.
The undersigned understands that Purchaser reserves the right to require that,
in order for Shares or Distributions to be deemed validly tendered, immediately
upon Purchaser's acceptance for payment of such Shares, Purchaser must be able
to exercise full voting and consent rights with respect to such Shares and other
securities.
<PAGE>
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby and all Distributions and that when the same are accepted for payment by
Purchaser, Purchaser will acquire good, marketable and unencumbered title
thereto and to all Distributions, free and clear of all liens, restrictions,
charges and encumbrances, and that none of such Shares and Distributions will be
subject to any adverse claim. The undersigned, upon request, shall execute and
deliver all additional documents deemed by the Depositary or Purchaser to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby and all Distributions. In addition, the undersigned shall
remit and transfer promptly to the Depositary for the account of Purchaser all
Distributions in respect of the Shares tendered hereby, accompanied by
appropriate documentation of transfer, and, pending such remittance and transfer
or appropriate assurance thereof, Purchaser shall be entitled to all rights and
privileges as owner of each such Distribution and may withhold the entire
purchase price of the Shares tendered hereby or deduct from such purchase price,
the amount or value of such Distribution as determined by Purchaser in its sole
discretion.

No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding upon
the heirs, personal representatives, successors and assigns and trustees in
bankruptcy or other legal representatives of the undersigned. Except as stated
in the Offer to Purchase, this tender is irrevocable.

The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in the section entitled "THE TENDER OFFER--Procedure
for Tendering Shares" of the Offer to Purchase and in the instructions hereto
will constitute the undersigned's acceptance of the terms and conditions of the
Offer. Purchaser's acceptance for payment of Shares tendered pursuant to the
Offer will constitute a binding agreement between the undersigned and Purchaser
upon the terms and subject to the conditions of the Offer, including, without
limitation, the undersigned's representation and warranty that the undersigned
owns the Shares being tendered. The undersigned recognizes that under certain
circumstances set forth in the Offer to Purchase, Purchaser may not be required
to accept for payment any of the Shares tendered hereby.

Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all Shares
purchased, and return all Share Certificates evidencing Shares not purchased or
not tendered, in the name(s) of the registered holder(s) appearing above under
"Description of Shares Tendered." Similarly, unless otherwise indicated in the
box entitled "Special Delivery Instructions," please mail the check for the
purchase price of all Shares purchased and all Share Certificates evidencing
Shares not tendered or not purchased (and accompanying documents, as
appropriate) to the address(es) of the registered holder(s) appearing above
under "Description of Shares Tendered." In the event that the boxes entitled
"Special Payment Instructions" and "Special Delivery Instructions" are both
completed, please issue the check for the purchase price of all Shares purchased
and return all Share Certificates evidencing Shares not purchased or not
tendered in the name(s) of, and mail such check and Share Certificates to, the
person(s) so indicated. Unless otherwise indicated herein in the box entitled
"Special Payment Instructions," please credit any Shares tendered hereby and
delivered by book-entry transfer, but which are not purchased, by crediting the
account at the Book-Entry Transfer Facility designated above. The undersigned
recognizes that Purchaser has no obligation, pursuant to the Special Payment
Instructions, to transfer any Shares from the name of the registered holder(s)
thereof if Purchaser does not accept for payment any of the Shares tendered
hereby.
<PAGE>
/ / CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE
BEEN LOST OR DESTROYED AND SEE INSTRUCTION 10.
Number of Shares represented by the lost or destroyed
certificates: ____________

<TABLE>
<S> <C>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7) (SEE INSTRUCTIONS 1, 5, 6 AND 7)

To be completed ONLY if the check for the To be completed ONLY if the check for the
purchase price of Shares purchased or Share purchase price of Shares purchased or Share
Certificates evidencing Shares not tendered or Certificates evidencing Shares not tendered or
not purchased are to be issued in the name of not purchased are to be mailed to someone
someone other than the undersigned or if other than the undersigned, or to the
Shares tendered by book-entry transfer which undersigned at an address other than that
are not purchased are to be returned by credit shown under "Description of Shares Tendered."
to an account maintained at a Book-Entry
Transfer Facility other than that designated
above.

Issue: / / Check / / Share Certificate(s) to: Deliver: / / Check / / Share Certificate(s)
to:

Name: Name:
(Print) (Print)
Address: Address:
(Include Zip Code) (Include Zip Code)
(Taxpayer Identification or Social Security
Number)

/ / Credit unpurchased Shares tendered by
book-entry transfer to the Book-Entry
Transfer Facility account set forth below:

/ / The Depository Trust Company

/ / Philadelphia Depository Trust Company

(Account Number)
(See Substitute Form W-9)
</TABLE>
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal if (a) this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of these instructions, includes
any participant in either of the Book-Entry Transfer Facilities' systems whose
name appears on a security position listing as the owner of Shares) of the
Shares tendered herewith and such registered holder(s) has not completed either
the box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" above or (b) such Shares are tendered for the account of
a financial institution (including most commercial banks, savings and loan
associations and brokerage houses) that is a participant in the Security
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Guarantee Program or the Stock Exchange Medallion Program (an
"ELIGIBLE INSTITUTION"). In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instruction 5. If
Share Certificates are registered in the name of a person other than the signer
of this Letter of Transmittal, or if payment is to be made or Share Certificates
not accepted for payment are to be returned to a person other than the
registered holder of the Share Certificates surrendered, the tendered Share
Certificates must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name or name(s) of the registered holders or
owners appear on the Share Certificates, with the signatures on such Share
Certificates or stock powers guaranteed as aforesaid. See Instruction 5.

2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES. This Letter of
Transmittal is to be used either if Share Certificates are to be forwarded
herewith or if Shares are to be delivered by book-entry transfer pursuant to the
procedure set forth in the section entitled "THE TENDER OFFER--Procedure for
Tendering Shares" of the Offer to Purchase. Share Certificates evidencing all
tendered Shares, or confirmation of a book-entry transfer of such Shares (a
"BOOK-ENTRY CONFIRMATION"), if such procedure is available, into the
Depositary's account at one of the Book-Entry Transfer Facilities pursuant to
the procedures set forth in the section entitled "THE TENDER OFFER--Procedure
for Tendering Shares" of the Offer to Purchase, together with a properly
completed and duly executed Letter of Transmittal (or a manually executed
facsimile thereof) with any required signature guarantees (or, in the case of a
book-entry transfer, an Agent's Message, as defined below) and any other
documents required by this Letter of Transmittal, must be received by the
Depositary at one of its addresses set forth on the front page of this Letter of
Transmittal prior to the Expiration Date (as defined in the Offer to Purchase).
If Share Certificates are forwarded to the Depositary in multiple deliveries, a
properly completed and duly executed Letter of Transmittal must accompany each
such delivery. Stockholders whose Share Certificates are not immediately
available, who cannot deliver their Share Certificates and all other required
documents to the Depositary prior to the Expiration Date or who cannot complete
the procedure for delivery by book-entry transfer on a timely basis may tender
their Shares pursuant to the guaranteed delivery procedure described in the
section entitled "THE TENDER OFFER--Procedure for Tendering Shares" of the Offer
to Purchase. Pursuant to such procedure: (i) such tender must be made by or
through an Eligible Institution; (ii) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by Purchaser
herewith, must be received by the Depositary prior to the Expiration Date; and
(iii) the Share Certificates, in proper form for transfer, or a confirmation of
a book-entry transfer of such Shares, if such procedure is available, into the
Depositary's account at one of the Book-Entry Transfer Facilities, together with
a properly completed and duly executed Letter of Transmittal (or a manually
executed facsimile thereof) with any required signature guarantees (or, in the
case of a book-entry transfer, an Agent's Message), and any other documents
required by this Letter of Transmittal, must be received by the Depositary
within three trading days after the date of execution of the Notice of
Guaranteed Delivery, all as described in the section entitled "THE TENDER
OFFER--Procedure for Tendering Shares" of the Offer to Purchase. A "trading day"
is any day on which the New York Stock Exchange is open for business. The term
"AGENT'S MESSAGE" means a message, transmitted by a Book-Entry Transfer Facility
to, and received by, the Depositary and forming a part of a Book-Entry
Confirmation, which states that such Book-Entry Transfer Facility has received
an express acknowledgment from the participant in such Book-Entry Transfer
Facility tendering the Shares that such participant has received and agrees to
be bound by the terms of this Letter of Transmittal and that Purchaser may
enforce such agreement against the participant.
<PAGE>
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER
FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF
DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.

No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. By execution of this Letter of Transmittal
(or a facsimile hereof), all tendering stockholders waive any right to receive
any notice of the acceptance of their Shares for payment.

3. INADEQUATE SPACE. If the space provided herein under "Description of
Shares Tendered" is inadequate, the Share Certificate numbers, the number of
Shares evidenced by such Share Certificates and the number of Shares tendered
should be listed on a separate schedule and attached hereto.

4. PARTIAL TENDERS. (Not applicable to stockholders who tender by
book-entry transfer.) If fewer than all the Shares evidenced by any Share
Certificate delivered to the Depositary herewith are to be tendered hereby, fill
in the number of Shares which are to be tendered in the box entitled "Number of
Shares Tendered." In such cases, new Share Certificate(s) evidencing the
remainder of the Shares that were evidenced by the Share Certificates delivered
to the Depositary herewith will be sent to the person(s) signing this Letter of
Transmittal, unless otherwise provided in the box entitled "Special Delivery
Instructions," as soon as practicable after the expiration or termination of the
Offer. All Shares evidenced by Share Certificates delivered to the Depositary
will be deemed to have been tendered unless otherwise indicated.

5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificate(s) without any alteration, enlargement or change
whatsoever.

If any Share tendered hereby is owned of record by two or more persons, all
such persons must sign this Letter of Transmittal. If any of the Shares tendered
hereby are registered in the names of different holders, it will be necessary to
complete, sign and submit as many separate Letters of Transmittal as there are
different registrations of such Shares.

If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of Share Certificates or separate stock
powers are required, unless payment is to be made to, or Share Certificates
evidencing Shares not tendered or not purchased are to be issued in the name of
a person other than the registered holder(s), in which case the Share
Certificate(s) evidencing the Shares tendered hereby must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appears(s) on such Share Certificate(s).
Signatures on such Share Certificate(s) and stock powers must be guaranteed by
an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the Share Certificate(s)
evidencing the Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case, signed exactly as the name(s) of the
registered holder(s) appear(s) on such Share Certificate(s). Signatures on such
Share Certificate(s) and stock powers must be guaranteed by an Eligible
Institution.

If this Letter of Transmittal or any Share Certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of such person's authority so to act must be
submitted.

6. STOCK TRANSFER TAXES. Except as provided in this Instruction 6,
Purchaser will pay all stock transfer taxes with respect to the transfer and
sale of Shares to it or its order pursuant to the Offer. If, however, payment of
the purchase price of any Shares purchased is to be made to, or if Share
Certificates evidencing Shares not tendered or not purchased are to be issued in
the name of, a person other than the registered holder(s), the amount of any
stock transfer taxes (whether imposed on the registered owner(s), such other
person or otherwise) payable on account of the transfer to such other person
will be deducted from the purchase price of such Shares purchased, unless
satisfactory evidence to Purchaser of the payment of such taxes or exemption
therefrom is submitted.
<PAGE>
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATES EVIDENCING THE
SHARES TENDERED HEREBY.

7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price of any Shares tendered hereby is to be issued, or Share Certificate(s)
evidencing Shares not tendered or not purchased are to be issued, in the name of
a person other than the person(s) signing this Letter of Transmittal or if such
check or any such Share Certificate is to be sent to someone other than the
person(s) signing this Letter of Transmittal or to the person(s) signing this
Letter of Transmittal but at an address other than that shown in the box
entitled "Description of Shares Tendered," the appropriate boxes on this Letter
of Transmittal must be completed. Stockholders delivering Shares tendered hereby
by book-entry transfer may request that Shares not purchased be credited to such
account maintained at a Book-Entry Transfer Facility as such stockholder may
designate in the box entitled "Special Payment Instructions." If no such
instructions are given, all such Shares not purchased will be returned by
crediting the account at the Book-Entry Transfer Facility designated herein as
the account from which such Shares were delivered. See Instruction 1.

8. SUBSTITUTE FORM W-9. Each tendering stockholder (or other payee) is
required to provide the Depositary with a correct Taxpayer Identification Number
("TIN") and certain other information on the Substitute Form W-9, which is
provided under "Important Tax Information" below, and to certify whether such
stockholder (or other payee) is subject to backup withholding of federal income
tax. If a tendering stockholder has been notified by the Internal Revenue
Service that such stockholder is subject to backup withholding, such stockholder
must cross out item (2) of the certification box of the Substitute Form W-9,
unless such stockholder has since been notified by the Internal Revenue Service
that such stockholder is no longer subject to backup withholding. Failure to
provide the information on the Substitute Form W-9 may subject the tendering
stockholder (or other payee) to 31% federal income tax withholding on the
payment of the purchase price of all Shares purchased from such stockholder. If
the tendering stockholder has not been issued a TIN and has applied for one or
intends to apply for one in the near future, such stockholder should write
"Applied For" in the space provided for the TIN in Part I of the Substitute Form
W-9, sign and date the Substitute Form W-9, and complete the additional
Certificate of Awaiting Taxpayer Identification Number. If "Applied For" is
written in Part I and the Depositary is not provided with a TIN by the time of
payment, the Depositary will withhold 31% on all payments thereafter to such
stockholder (or other payee) until a TIN is provided to the Depositary.

9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
may be directed to the Information Agent or the Dealer Manager at their
respective addresses or telephone numbers set forth herein. Additional copies of
the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed
Delivery and the Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 may be obtained from the Information Agent or from
brokers, dealers, commercial banks or trust companies.

10. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly notify the Depositary by checking the box immediately preceding the
special payment/special delivery instructions and indicating the number of
Shares so lost, destroyed or stolen. The Depositary will, in turn, notify the
Company's transfer agent, who will initiate lost stock proceedings. This Letter
of Transmittal and related documents cannot be processed until the procedures
for replacing lost, destroyed or stolen certificates have been followed.

11. WAIVER OF CONDITIONS. The Conditions of the Offer may be waived by
Purchaser, in whole or in part, at any time in its sole discretion in the case
of any Shares tendered.
<PAGE>
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED, WITH ANY REQUIRED SIGNATURE GUARANTEES, OR AN
AGENT'S MESSAGE (TOGETHER WITH SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY
TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A PROPERLY COMPLETED AND DULY
EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR
TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE).

IMPORTANT TAX INFORMATION

Under the federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required by law to provide the Depositary (as payer)
with such stockholder's correct TIN on Substitute Form W-9 below. If such
stockholder is an individual, the TIN is such stockholder's social security
number. If the Depositary is not provided with the correct TIN, the stockholder
or other payee may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, payments that are made to such stockholder or other payee
with respect to Shares purchased pursuant to the Offer may be subject to backup
withholding.

Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit a statement, signed under penalties of
perjury, attesting to such individual's exempt status. Forms of such statements
can be obtained from the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.

If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the stockholder or other payee. Backup withholding is not
an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.

PURPOSE OF SUBSTITUTE FORM W-9

To prevent backup withholding on payments that are made to a stockholder or
other payee with respect to Shares purchased pursuant to the Offer, the
stockholder is required to notify the Depositary of such stockholder's correct
TIN (or the TIN of any other payee) by completing the form below certifying that
the TIN provided on Substitute Form W-9 is correct (or that such stockholder is
awaiting a TIN), and that (i) such stockholder is exempt from backup
withholding, (ii) such stockholder has not been notified by the Internal Revenue
Service that such stockholder is subject to backup withholding as a result of a
failure to report all interest or dividends or (iii) the Internal Revenue
Service has notified such stockholder that such stockholder is no longer subject
to backup withholding.

WHAT NUMBER TO GIVE THE DEPOSITARY

The stockholder is required to give the Depositary the social security
number or employer identification number of the record holder of the Shares
tendered hereby. If the Shares are in more than one name or are not in the name
of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance on
which number to report. If the tendering Stockholder has not been issued a TIN
and has applied for a number or intends to apply for a number in the near
future, the stockholder should write "Applied For" in the space provided for the
TIN in Part I, sign and date the Substitute Form W-9, and complete the
additional Certificate of Awaiting Taxpayer Identification Number. If "Applied
For" is written in Part I and the Depositary is not provided with a TIN by the
time of payment, the Depositary will withhold 31% of all payments to such
stockholder until a properly certified TIN is provided to the Depositary.
<PAGE>
IMPORTANT
STOCKHOLDERS SIGN HERE
(Also Please Complete Substitute Form W-9 Included Herein)

X:
- --------------------------------------------------------------------------------

SIGNATURE(S) OF HOLDER(S)

Dated:
- --------------------------------- , 199
- --
(Must be signed by the register holder(s) exactly as name(s) appear(s) on
Certificates or, if tendered by a participant in a Book-Entry Transfer Facility
by the participant exactly as such participant's name appears on a security
position listing as the owner of the Shares or by a person(s) authorized to
become the registered holder(s) by certificates and documents transmitted
herewith. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, please provide the following information. See
Instruction 5.)

Name(s):
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

(Please Print)

Capacity (full title):
- -----------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)

Area Code and Telephone No.:
- -------------------------------------------------------------------
Taxpayer Identification or Social Security No.:
- ------------------------------------------------------

GUARANTEE OF SIGNATURE(S)
(If required--See Instructions 1 and 5)

Authorized Signature:
- ---------------------------------------------------------------------------
Name (Please Print):
- ----------------------------------------------------------------------------
Name of Firm:
- --------------------------------------------------------------------------------
Title:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
(Include Zip Code)

Area Code and Telephone Number:
- ---------------------------------------------------------------
Dated:
- --------------------------------- , 199
- --

FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION
GUARANTEE IN SPACE BELOW.
<PAGE>

<TABLE>
<S> <C> <C>
PAYER'S NAME: CITIBANK, N.A.
PART I--Taxpayer Identification Social Security Number OR
Number --For all accounts, enter Employer Identification Number
taxpayer identification number in ---------------------------------
the box at right. (For most (If awaiting TIN write "Applied
SUBSTITUTE individuals, this is your social For")
FORM W-9 security number. If you do not
DEPARTMENT OF THE have a number, see OBTAINING A
TREASURY NUMBER in the enclosed
INTERNAL REVENUE SERVICE GUIDELINES). Certify by signing
Payer's Request for and dating below.
Taxpayer Identification NOTE:If the account is in more
Number (TIN) than one name, see chart in the
enclosed GUIDELINES to determine
which number to give the payer.
PART II--For Payers exempt from backup withholding, see the enclosed
Guidelines and complete as instructed therein.
PART III--CERTIFICATION--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting
for a number to be issued to me); and
(2) I am not subject to backup withholding either because (a) I am exempt from backup
withholding, (b) I have not been notified by the Internal Revenue Service (IRS) that I am
subject to backup withholding as a result of a failure to report all interest or dividends,
or (c) the IRS has notified me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified by the
IRS that you are subject to backup withholding because of underreporting interest or dividends
on your tax return. However, if after being notified by the IRS that you were subject to backup
withholding you received another notification from the IRS that you were no longer subject to
backup withholding, do not cross out item (2). (Also see instructions in the enclosed
GUIDELINES).
</TABLE>

<TABLE>
<S> <C>
- -------------------------------------- ----------------------------
Signature Date
</TABLE>

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
WROTE "APPLIED FOR" IN PART I OF THIS SUBSTITUTE FROM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand
that, notwithstanding the information I provided in Part III of the Substitute
Form W-9 (and the fact that I have completed this Certificate of Awaiting
Taxpayer Identification Number), all reportable payments made to me thereafter
will be subject to a 31% backup withholding tax until I provide a properly
certified taxpayer identification number.

<TABLE>
<S> <C>
- -------------------------------------- ----------------------------
Signature Date
</TABLE>

NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER TO PURCHASE. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION
OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
<PAGE>
The Information Agent for the Offer is:
[Logo of Mackenzie Partners, Inc.]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)

CALL TOLL FREE: (800) 322-2885

The Dealer Manager for the Offer is:

ROTHSCHILD INC.

1251 Avenue of the Americas
New York, NY 10020

CALL TOLL FREE: (800) 753-5151 (EXT. 3611)

<PAGE>
NOTICE OF GUARANTEED DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
FOR
TENDER OF SHARES OF COMMON STOCK
(INCLUDING ANY ASSOCIATED STOCK PURCHASE RIGHTS)
OF
LOCTITE CORPORATION
TO
HC INVESTMENTS, INC.
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
HENKEL KGAA

This Notice of Guaranteed Delivery, or one substantially in the form hereof,
must be used to accept the Offer (as defined below) if (i) certificates ("SHARE
CERTIFICATES") evidencing shares of Common Stock, par value $0.01 per share (the
"SHARES"), of Loctite Corporation, a Delaware corporation (the "COMPANY"),
including the associated common stock purchase rights (the "RIGHTS") issued
pursuant to the Rights Agreement (the "RIGHTS AGREEMENT"), dated as of April 14,
1994, between the Company and The First National Bank of Boston, as Rights
Agent, are not immediately available, (ii) time will not permit all required
documents to reach Citibank, N.A. (the "DEPOSITARY") prior to the Expiration
Date (as defined in the Offer to Purchase (as defined below)) or (iii) the
procedures for book-entry transfer cannot be completed on a timely basis. This
Notice of Guaranteed Delivery may be delivered by hand or overnight courier or
transmitted by facsimile transmission or mailed to the Depositary. See the
section entitled "The Tender Offer--Procedure for Tendering Shares" of the Offer
to Purchase. All references to Shares include references to the associated
Rights, unless the context indicates otherwise. All capitalized terms used but
not defined herein shall have the meanings ascribed to them in the Offer to
Purchase.

To: CITIBANK, N.A.

<TABLE>
<S> <C> <C>
BY HAND: BY MAIL: BY OVERNIGHT COURIER:
Citibank, N.A. Citibank, N.A. Citibank, N.A.
Corporate Trust Window c/o Citicorp Data Distribution, c/o Citicorp Data Distribution,
111 Wall Street, 5th Inc. Inc.
Floor P.O. Box 7072 404 Sette Drive
New York, New York 10043 Paramus, New Jersey 07653 Paramus, New Jersey 07652
</TABLE>

FACSIMILE FOR ELIGIBLE INSTITUTIONS: (201) 262-3240
TO CONFIRM FAX ONLY: (800) 422-2077

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION
(AS DEFINED IN THE OFFER TO PURCHASE) UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal (or, in
the case of book-entry transfers, an Agent's Message) and certificates for
Shares to the Depositary within the time period shown herein. Failure to do so
could result in a financial loss to such Eligible Institution.
<PAGE>
Ladies and Gentlemen:

The undersigned hereby tenders to HC Investments, Inc., a Delaware corporation
("PURCHASER"), upon the terms and subject to the conditions set forth in the
Offer to Purchase dated November 6, 1996 (the "OFFER TO PURCHASE"), and the
related Letter of Transmittal (which, together with any amendments or
supplements thereof, collectively constitute the "OFFER"), receipt of which is
hereby acknowledged, the number of Shares specified below pursuant to the
guaranteed delivery procedure set forth in the section entitled "The Tender
Offer--Procedure for Tendering Shares" of the Offer to Purchase.

<TABLE>
<S> <C>
Number of Shares: Name(s) of Record Holder(s):
Certificate Nos. (if applicable): (Please Type or Print)
Address(es):
Check ONE box if Shares will be delivered by (Include Zip Code)
book-entry transfer: Area Code and Tel. No.:
/ / The Depositary Trust Company Signature(s):
/ / Philadelphia Depository Trust Company
Account Number: Dated:
</TABLE>

THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)

The undersigned, an Eligible Institution (as defined in the Offer to
Purchase), hereby guarantees delivery to the Depositary the certificates
evidencing the Shares tendered hereby, in proper form for transfer, or
Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to
such Shares, in either case together with delivery of a Letter of Transmittal
(or facsimile thereof), properly completed and duly executed, with any required
signature guarantees, or an Agent's Message (as defined in the Offer to
Purchase), and any other documents required by the Letter of Transmittal, within
three trading days after the date of execution of this Notice of Guaranteed
Delivery. A "trading day" is any day on which the New York Stock Exchange, Inc.
is open for business.

<TABLE>
<S> <C>
Name of Firm: (Authorized Signature)
Address: Name:
(Please Print or Type)
Title:
(Include Zip Code)
Area Code and Tel. No.: Date:
</TABLE>

NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY.
SHARE CERTIFICATES SHOULD BE SENT ONLY TOGETHER WITH YOUR LETTER OF
TRANSMITTAL.

<PAGE>
ROTHSCHILD INC.

OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING ANY ASSOCIATED STOCK PURCHASE RIGHTS)

OF
LOCTITE CORPORATION
PURSUANT TO THE OFFER TO PURCHASE
DATED NOVEMBER 6, 1996
BY
HC INVESTMENTS, INC.
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
HENKEL KGAA

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON MONDAY, JANUARY 6, 1997,
UNLESS THE OFFER IS EXTENDED.

November 6, 1996

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

We have been appointed by HC Investments, Inc., a Delaware corporation
("PURCHASER"), to act as Dealer Manager in connection with Purchaser's offer to
purchase any and all outstanding shares of common stock, par value $0.01 per
share (the "SHARES"), of Loctite Corporation, a Delaware corporation (the
"COMPANY"), including the associated common stock purchase rights (the "RIGHTS")
issued pursuant to the Rights Agreement (the "RIGHTS AGREEMENT"), dated as of
April 14, 1994, between the Company and The First National Bank of Boston, as
Rights Agent, at a price of $57.75 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in
Purchaser's Offer to Purchase, dated November 6, 1996 (the "OFFER TO PURCHASE"),
and the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "OFFER") enclosed herewith.
References to Shares include references to the associated Rights, unless the
context indicates otherwise. All capitalized terms used but not defined herein
shall have the meaning ascribed to them in the Offer to Purchase.

THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY
TENDERED (AND NOT WITHDRAWN) PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE
OFFER TO PURCHASE) THAT NUMBER OF SHARES THAT WOULD, WHEN AGGREGATED WITH THE
SHARES ALREADY OWNED BY PURCHASER, REPRESENT AT LEAST A MAJORITY OF ALL
OUTSTANDING SHARES ON A FULLY DILUTED BASIS ON THE DATE OF PURCHASE AND (II)
PURCHASER REMAINING SATISFIED THAT THE OFFER CONSTITUTES A "PERMITTED OFFER"
UNDER THE RIGHTS AGREEMENT AND THAT THE RIGHTS WILL NOT BECOME EXERCISABLE (OR
BE ADJUSTED) UPON CONSUMMATION OF, OR OTHERWISE ARE INAPPLICABLE TO, THE OFFER
AND THE SECOND STEP MERGER (AS DEFINED IN THE OFFER TO PURCHASE). THE OFFER IS
SUBJECT TO OTHER TERMS AND CONDITIONS. SEE THE SECTION ENTITLED "THE TENDER
OFFER--CERTAIN CONDITIONS OF THE OFFER" OF THE OFFER TO PURCHASE.

1
<PAGE>
Enclosed herewith are copies of the following documents:

1. The Offer to Purchase dated November 6, 1996;

2. The Letter of Transmittal to be used by holders of Shares in
accepting the Offer and tendering Shares;

3. The Notice of Guaranteed Delivery to be used to accept the Offer if
the certificates evidencing such Shares (the "SHARE CERTIFICATES") are not
immediately available or time will not permit all required documents to
reach Citibank, N.A. (the "DEPOSITARY") prior to the Expiration Date or the
procedure for book-entry transfer cannot be completed on a timely basis;

4. A letter which may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominees, with
space provided for obtaining such clients' instructions with regard to the
Offer;

5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9, providing information
relating to backup federal income tax withholding; and

6. Return envelope addressed to the Depositary.

Upon the terms and subject to the conditions of the Offer, Purchaser will
accept for payment, and pay for, any and all Shares validly tendered prior to
the Expiration Date (as defined in the Offer to Purchase) and not theretofore
withdrawn in accordance with the provisions set forth in the section entitled
"The Tender Offer--Withdrawal Rights" of the Offer to Purchase. Payment for
Shares accepted for payment pursuant to the Offer will in all cases be made only
after timely receipt by the Depositary of (a) the Share Certificates or timely
confirmation of a book-entry transfer of such Shares, if such procedure is
available, into the Depositary's accounts at The Depository Trust Company or
Philadelphia Depository Trust Company pursuant to the procedures set forth in
the Offer to Purchase, (b) the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, or an Agent's Message (as defined in the
Offer to Purchase) and (c) any other documents required by the Letter of
Transmittal.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON MONDAY, JANUARY 6, 1997, UNLESS THE OFFER IS EXTENDED OR SHORTENED AS
SET FORTH IN THE OFFER TO PURCHASE.

Purchaser will not pay fees or commissions to any broker or dealer or other
person (other than to the Dealer Manager, as described in the Offer to Purchase)
for soliciting tenders of Shares pursuant to the Offer. You will be reimbursed
upon request for customary mailing and handling expenses incurred by you in
forwarding the enclosed materials to your customers.

Purchaser will pay any stock transfer taxes incident to the transfer to it
of validly tendered Shares, except as otherwise provided in Instruction 6 of the
Letter of Transmittal.

In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or a manually executed facsimile thereof), with
any required signature guarantees and any other required documents, should be
sent to the Depositary, and certificates evidencing the tendered Shares should
be delivered or such Shares should be tendered by book-entry transfer, all in
accordance with the Offer to Purchase and the Instructions set forth in the
Letter of Transmittal.

If stockholders wish to tender Shares, but such stockholders are unable to
forward their certificates or other required documents prior to the Expiration
Date, a tender may be effected by following the guaranteed delivery procedures
specified in the section entitled "The Tender Offer--Procedure for Tendering
Shares" of the Offer to Purchase.

2
<PAGE>
Additional copies of the enclosed material may be obtained from MacKenzie
Partners, Inc., the Information Agent, at the address and telephone number set
forth below. Any questions or requests you may have with respect to the Offer
should be directed to the undersigned or to MacKenzie Partners, Inc. at the
addresses and telephone numbers listed below.

Very truly yours,
ROTHSCHILD INC.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF PURCHASER, THE DEPOSITARY, THE INFORMATION AGENT
OR THE DEALER MANAGER OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO
THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER OF TRANSMITTAL.

3
<PAGE>
The Information Agent for the Offer is:
[Logo of Mackenzie Partners, Inc.]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
CALL TOLL FREE: (800) 322-2885
The Dealer Manager for the Offer is:
ROTHSCHILD INC.
1251 Avenue of the Americas
New York, New York 10020
CALL TOLL FREE: (800) 753-5151 (EXT. 3611)

<PAGE>
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING ANY ASSOCIATED STOCK PURCHASE RIGHTS)

OF
LOCTITE CORPORATION
PURSUANT TO THE OFFER TO PURCHASE
DATED NOVEMBER 6, 1996
BY
HC INVESTMENTS, INC.
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
HENKEL KGAA

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON MONDAY, JANUARY 6, 1997,
UNLESS THE OFFER IS EXTENDED.

November 6, 1996

To Our Clients:

Enclosed for your consideration is an Offer to Purchase dated November 6,
1996 (the "OFFER TO PURCHASE") and the related Letter of Transmittal (the
"LETTER OF TRANSMITTAL" and, together with the Offer to Purchase, the "OFFER")
relating to the offer by HC Investments, Inc., a Delaware corporation
("PURCHASER"), to purchase all outstanding shares of Common Stock, par value
$0.01 per share (the "SHARES"), of Loctite Corporation, a Delaware corporation
(the "COMPANY"), including the associated common stock purchase rights (the
"RIGHTS") issued pursuant to the Rights Agreement (the "RIGHTS AGREEMENT"),
dated as of April 14, 1994, between the Company and The First National Bank of
Boston, as Rights Agent, at a price of $57.75 per Share, net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions set
forth in the Offer. References to Shares include references to the associated
Rights, unless the context indicates otherwise.

WE ARE THE HOLDER OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. THIS
MATERIAL IS BEING SENT TO YOU AS THE BENEFICIAL OWNER OF SHARES HELD BY US FOR
YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME.

A tender of such shares can be made only by us as the holder of record and
pursuant to your instructions. The Letter of Transmittal is furnished to you for
your information only and cannot be used by you to tender shares held by us for
your account.

We request instructions as to whether you wish to have us tender on your
behalf any or all the Shares held by us for your account, upon the terms and
conditions set forth in the Offer.

Your attention is directed to the following:

1. The offer price is $57.75 per Share, net to the seller in cash.

2. The Offer and withdrawal rights will expire at 5:00 p.m., New York
City time, on Monday, January 6, 1997, unless the Offer is extended or
shortened as set forth in the Offer to Purchase.

3. The Offer is being made for all outstanding Shares.

4. Purchaser currently owns 11,208,224 Shares, representing
approximately 35.0% of the outstanding Shares and approximately 34.4% of the
outstanding Shares on a fully diluted basis.
<PAGE>
5. The Offer is conditioned upon, among other things (i) there being
validly tendered (and not withdrawn) prior to the Expiration Date (as
defined in the Offer to Purchase) that number of Shares that would, when
aggregated with the Shares already owned by Purchaser, represent at least a
majority of all outstanding Shares on a fully diluted basis on the date of
purchase and (ii) Purchaser remaining satisfied that the Offer constitutes a
"Permitted Offer" under the Rights Agreement and that the Rights will not
become exercisable (or be adjusted) upon consummation of, or otherwise are
inapplicable to, the Offer and the Second Step Merger (as defined in the
Offer to Purchase). The Offer is subject to other terms and conditions. See
the section entitled "THE TENDER OFFER-- Certain Conditions of the Offer" of
the Offer to Purchase.

6. Tendering stockholders will not be obligated to pay brokerage fees
or commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the purchase of Shares by Purchaser
pursuant to the Offer. However, any tendering stockholder or other payee who
fails to complete and sign the Substitute Form W-9 that is included in the
Letter of Transmittal may be subject to required backup federal income tax
withholding of 31% of the gross proceeds payable to such holder or other
payee pursuant to the Offer. See the sections entitled "SPECIAL FACTORS--
Certain U.S. Federal Income Tax Consequences" and "THE TENDER
OFFER--Procedure for Tendering Shares" of the Offer to Purchase.

The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and is being made to all holders of Shares. The Offer is not being
made to (nor will tenders be accepted from or on behalf of) holders of Shares in
any jurisdiction in which the making of the Offer or the acceptance thereof
would not be in compliance with the laws of such jurisdiction. Purchaser is not
aware of any jurisdiction in which the making of the Offer or the tender of
Shares in connection therewith would not be in compliance with the laws of such
jurisdiction. In any jurisdiction the securities, blue sky or other laws of
which require the Offer to be made by a licensed broker or dealer, the Offer
shall be deemed to be made on behalf of Purchaser by Rothschild Inc., the Dealer
Manager, or one or more registered brokers or dealers licensed under the laws of
such jurisdiction.

If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form contained in this letter. An envelope to return your
instructions to us is enclosed. If you authorize the tender of your Shares, all
such Shares will be tendered unless otherwise specified on the instruction form
contained in this letter.

YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT
A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE, WHICH, AS DESCRIBED IN THE
OFFER TO PURCHASE, IS MONDAY, JANUARY 6, 1997, UNLESS THE OFFER IS EXTENDED OR
SHORTENED.
<PAGE>
INSTRUCTIONS WITH RESPECT TO
THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING ANY ASSOCIATED STOCK PURCHASE RIGHTS)
OF
LOCTITE CORPORATION

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated November 6, 1996 and the related Letter of Transmittal
(collectively, the "OFFER"), in connection with the offer by HC Investments,
Inc., a Delaware corporation ("PURCHASER"), to purchase all outstanding shares
of Common Stock, par value $0.01 per share (the "SHARES"), of Loctite
Corporation, a Delaware corporation, including the associated common stock
purchase rights (the "RIGHTS") issued pursuant to the Rights Agreement, dated as
of April 14, 1994, between the Company and The First National Bank of Boston, as
Rights Agent.

This will instruct you to tender to Purchaser the number of Shares
(including the associated Rights) indicated below (or if no number is indicated
below, all Shares) held by you for the account of the undersigned, upon the
terms and subject to the conditions set forth in the Offer.

Number of Shares to be Tendered*: _____________________ Shares of Common Stock

Account Number: _________________________________

Dated: _____________________ , 199__

SIGN HERE

Signature(s): ________________________________________________________________

Print Name(s): _______________________________________________________________

Print Address(es): ___________________________________________________________

Area Code(s) and Telephone Numbers(s): _______________________________________

Taxpayer ID No. or Social Security No.: ______________________________________

*Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.

<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<CAPTION>
- -------------------------------------------------------
<C> <S> <C> <C>
GIVE THE
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY
NUMBER OF--

<CAPTION>
- -------------------------------------------------------

- -------------------------------------------------------
GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF--
- -------------------------------------------------------
</TABLE>

<TABLE>
<C> <S> <C> <C>
1. An individual's account The individual

2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, any one of the
individuals(1)

3. Husband and wife The actual owner of the
(joint account) account or, if joint
funds, either person(1)

4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)

5. Adult and minor The adult or, if the
(joint account) minor is the only
contributor, the
minor(1)

6. Account in the name of guardian or The ward, minor, or
committee for a designated ward, incompetent person(3)
minor, or incompetent person

7. a. The usual revocable The grantor-trustee(1)
savings trust account
(grantor is also
trustee)

b. So-called trust account The actual owner(1)
that is not a legal or
valid trust under State
law

8. Sole proprietorship account The owner(4)

9. A valid trust, estate, or pension The legal entity (Do not
trust furnish the identifying
number of the personal
representative or
trustee unless the legal
entity itself is not
designated in the
account title.)(5)

10. Corporate account The corporation

11. Religious, charitable, or The organization
educational organization account

12. Partnership account held in the The partnership
name of the business

13. Association, club or other tax- The organization
exempt organization

14. A broker or registered nominee The broker or nominee

15. Account with the Department of The public entity
Agriculture in the name of a public
entity (such as a State or local
government, school district, or
prison) that receives agricultural
program payments
</TABLE>

<TABLE>
<C> <S> <C> <C>
- -------------------------------------------------------

- -------------------------------------------------------
</TABLE>

(1) List first and circle the name of the person whose number you furnish.

(2) Circle the minor's name and furnish the minor's social security number.

(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.

(4) Show the name of the owner.

(5) List first and circle the name of the legal trust, estate or pension trust.

NOTE: If no name is circled when there is more than one name, the number will be
considered to that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

PAGE 2

OBTAINING A NUMBER

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for A Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments include the
following:

- A corporation.

- A financial institution.

- An organization exempt from tax under section 501(a), an individual
retirement plan or a custodial account under Section 403(b)(7).

- The United States or any agency or instrumentality thereof.

- A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.

- A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.

- An international organization or any agency or instrumentality thereof.

- A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.

- A real estate investment trust.

- A common trust fund operated by a bank under section 584(a).

- An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).

- An entity registered at all times under the Investment Company Act of 1940.

- A foreign central bank of issue.

Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:

- Payments to nonresident aliens subject to withholding under section 1441.

- Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.

- Payments of patronage dividends where the amount renewed is not paid in
money.

- Payments made by certain foreign organizations.

- Payments made to a nominee.

Payments of interest not generally subject to backup withholding include the
following:

- Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and you have not provided
your correct taxpayer identification number to the payer.

- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).

- Payments described in section 6049(b)(5) to non-resident aliens.

- Payments on tax-free covenant bonds under section 1451.

- Payments made by certain foreign organizations.

- Payments made to a nominee.

Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE EXEMPT ON THE FACE OF THE FORM AND RETURN IT TO THE
PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.

Certain payments, other than interest, dividends and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, 6050A and 6050N, and the regulations under those sections.

PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure which is due to reasonable cause and not to
willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.

Unless otherwise noted herein, all references to section numbers or regulations
are references to the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder.

<PAGE>
PRESS RELEASE
HENKEL COMMENCES CASH TENDER OFFER FOR LOCTITE

FOR IMMEDIATE RELEASE. Dusseldorf, Germany, November 6, 1996. Henkel KGaA
announced today that its wholly-owned subsidiary HC Investments, Inc. has
commenced a cash tender offer for all outstanding shares of common stock
(including any associated stock purchase rights) of Loctite Corporation (NYSE:
LOC) at $57.75 per share. Following consummation of the tender offer, Henkel
intends to acquire any remaining Loctite shares in a cash merger at the same
price as paid in the tender offer.

The tender offer is conditioned upon, among other things, the tender of a
number of shares of Loctite that would, when added to the shares now owned by HC
Investments, constitute at least a majority of the outstanding Loctite shares on
a fully-diluted basis. HC Investments currently owns approximately 35.0% of
Loctite's outstanding common stock, 34.4% on a fully-diluted basis.

The offer is structured to qualify as a "permitted offer" under Loctite's
stockholder rights plan and as such does not trigger the rights. The tender
offer is also conditioned upon HC Investments remaining satisfied that the offer
constitutes such a "permitted offer."

The tender offer is not conditioned on financing or upon Loctite Board
approval.

The tender offer is currently scheduled to expire at 5:00 p.m., New York
City time, on Monday, January 6, 1997, unless extended or shortened, as
described in HC Investments' Offer to Purchase.

Based on the total number of outstanding shares of Loctite common stock
(including shares issuable upon the exercise of outstanding options), the
transaction would have a total value of approximately $1.2 billion.

Hans-Dietrich Winkhaus, President and Chief Executive Officer of Henkel
KGaA, said "it remains our preference to enter into a friendly, negotiated
transaction with the management and board of Loctite, and it remains our fervent
hope that we will be given the opportunity to do so. To that end, we will
continue to pursue discussions with the Special Committee of Loctite's Board.
However, the Special Committee has not yet agreed to enter into any discussions
or negotiations regarding our proposal. We believe it is important to commence
the formal tender offer process, especially in light of the 60-day period
required under Loctite's rights plan, to enable Loctite's stockholders to
benefit from this attractive offer in a timely manner and bring to an end the
uncertainties inherent in the process as soon as prudently possible. The 60-day
period, twice the length of a normal tender offer, was designed by Loctite to
provide adequate time to review a proposal such as Henkel's. Thus, we believe
that commencing our offer starts the process and does not in any way prevent
Loctite from fully reviewing our proposal or from engaging in the discussions
with us that we seek."

"From a business standpoint, Henkel and Loctite are an excellent fit. Our
businesses in the industrial and consumer adhesives markets are highly
complementary and we believe the global resources Henkel brings to the
combination will accelerate the growth of Loctite's products in existing and new
markets. We believe a combination of our businesses will present great
opportunities and challenges for our respective employees and managements, whom
we foresee working together, in Hartford and Dusseldorf, to build the business
going forward," concluded Dr. Winkhaus.

Rothschild Inc. is acting as Dealer Manager and MacKenzie Partners is acting
as Information Agent for the tender offer.

Henkel KGaA, headquartered in Dusseldorf, Germany, is a leader in specialty
chemicals, detergents and cleaning products and consumer personal-care products.
Operating through over 200 companies around the world, Henkel has annual
worldwide sales of about $10 billion.

<PAGE>

This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares. The Offer is made solely by the Offer to Purchase dated
November 6, 1996, and the related Letter of Transmittal and is not being made
to (nor will tenders be accepted from or on behalf of) holders of Shares in
any jurisdiction in which the making of the Offer or the tender of Shares
in connection therewith would not be in compliance with the laws of such
jurisdiction. In any jurisdiction the securities, blue sky or other laws of
which require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of Purchaser by the Dealer Manager
or one or more registered brokers or dealers licensed under the laws
of such jurisdiction.

NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING ANY ASSOCIATED STOCK PURCHASE RIGHTS)
OF
LOCTITE CORPORATION
AT
$57.75 NET PER SHARE
BY
HC INVESTMENTS, INC.
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
HENKEL KGaA

HC Investments, Inc., a Delaware corporation ("Purchaser") and an indirect
wholly-owned subsidiary of Henkel KGaA, a Kommanditgesellschaft auf Aktien (a
partnership limited by shares) organized under the laws of the Federal Republic
of Germany ("Parent"), is offering to purchase all outstanding shares of Common
Stock, par value $0.01 per share (the "Shares"), of Loctite Corporation, a
Delaware corporation (the "Company"), including the associated common stock
purchase rights (the "Rights") issued pursuant to the Rights Agreement (the
"Rights Agreement"), dated as of April 14, 1994 between the Company and The
First National Bank of Boston, as Rights Agent, and all benefits that may inure
to holders thereof, for a purchase price of $57.75 per share (the "Offer
Price"), net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"). Unless the context otherwise
requires, all references to Shares shall include the associated Rights.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON MONDAY, JANUARY 6, 1997, UNLESS THE OFFER IS EXTENDED.

THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY
TENDERED (AND NOT WITHDRAWN) PRIOR TO THE EXPIRATION OF THE OFFER THAT NUMBER OF
SHARES THAT WOULD, WHEN AGGREGATED WITH THE SHARES ALREADY OWNED BY PURCHASER,
REPRESENT AT LEAST A MAJORITY OF ALL OUTSTANDING SHARES ON A FULLY DILUTED BASIS
ON THE DATE OF PURCHASE AND (II) PURCHASER REMAINING SATISFIED THAT THE OFFER
CONSTITUTES A "PERMITTED OFFER" UNDER THE COMPANY'S RIGHTS AGREEMENT AND THAT
THE RIGHTS WILL NOT BECOME EXERCISABLE (OR BE ADJUSTED) UPON CONSUMMATION OF, OR
OTHERWISE ARE INAPPLICABLE TO, THE OFFER AND THE SECOND STEP MERGER (DESCRIBED
HEREIN) (THE "RIGHTS CONDITIONS"). THE OFFER IS SUBJECT TO OTHER TERMS AND
CONDITIONS.

Parent and Purchaser are seeking to negotiate with the Company the
acquisition of the Company by Purchaser. Purchaser reserves the right (subject
to applicable law, including Rule 14e-1 under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) to amend the Offer, including by
shortening the period the offer is to remain open and causing the Offer to
expire on a date prior to Monday, January 6, 1997, if Purchaser determines that
it is not necessary for the Offer to remain open until such date in order for
the Rights Condition to be satisfied.

The purpose of the Offer is to enable Purchaser to acquire control of, and
the entire equity interest in, the Company. The Offer, as the first step in the
acquisition of the Company, is intended to facilitate the acquisition of at
least a majority of the Shares. Following consummation of the Offer, Purchaser
currently intends to take such steps as are necessary to take control of the
Board of Directors of the Company and thereafter to have the Company consummate
a merger (the "Second Step Merger") with Purchaser or another direct or indirect
wholly-owned subsidiary of Parent in accordance with the relevant provisions of
the General Corporation Law of the State of Delaware (the "DGCL"). Although
Purchaser intends to take such steps promptly, no assurance can be given as to
when Purchaser will be able to cause the Second Step Merger to be consummated.
In the Second Step Merger, each then-outstanding Share (other than Shares owned
by Purchaser and its affiliates, Shares held in the treasury of the Company and
Shares held by stockholders who perfect any available dissenters' rights under
the DGCL) will be converted into the right to receive an amount in cash equal to
the Offer Price. If Purchaser owns at least 90% of the outstanding Shares,
Purchaser would have the ability to consummate the Second Step Merger without
taking control of the Board of Directors of the Company and without action by
the Company's Board or the stockholders of the Company pursuant to the "short
form" merger provisions of the DGCL.

For purposes of the Offer, Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares properly tendered to Purchaser and not
withdrawn as, if and when Purchaser gives oral or written notice to the
Depositary of Purchaser's acceptance for payment of such Shares. Payment for
Shares accepted for payment pursuant to the Offer will be made by deposit of the
Offer Price therefor with the Depositary, which will act as agent for tendering
stockholders for the purpose of receiving payment from Purchaser and
transmitting payment to tendering stockholders. Notwithstanding any other
provision hereof, payment for Shares accepted for payment pursuant to the Offer
will in all cases be made only after timely receipt by the Depositary of (a)
certificates for (or a timely Book-Entry Confirmation (as defined in the Offer
to Purchase) with respect to) such Shares, (b) a Letter of Transmittal (or
facsimile thereof), properly completed and duly executed, with any required
signature guarantees, or, in the case of book-entry transfer, an Agent's Message
(as defined in the Offer to Purchase), and (c) any other documents required by
the Letter of Transmittal. Under no circumstances will any interest be paid on
the Offer Price for tendered Shares, regardless of any extension of the Offer or
any delay in making such payment.

The term "Expiration Date" means 5:00 P.M., New York City time, on Monday,
January 6, 1997, unless and until Purchaser shall have extended or shortened the
period of time during which the Offer is open, in which event the term
"Expiration Date" shall mean the time and date at which the Offer, as so
extended or shortened by Purchaser, shall expire. Subject to the applicable
rules and regulations of the Securities and Exchange Commission, Purchaser
expressly reserves the right, in its sole discretion, at any time and from time
to time, and regardless of whether or not any of the events set forth in the
section entitled "THE TENDER OFFER-Certain Conditions of the Offer" of the Offer
to Purchase shall have occurred or shall have been determined by Purchaser to
have occurred, to (a) extend the period of time during which the Offer is open,
and thereby delay acceptance for payment of, and payment for, any Shares, by
giving oral or written notice of such extension to the Depositary and (b) amend
the Offer in any other respect by giving oral or written notice of such
amendment to the Depositary. There can be no assurance that Purchaser will
exercise its right to extend the Offer. Any extension, shortening, waiver,
amendment or termination will be followed as promptly as practicable by public
announcement. In the case of an extension, Rule 14e-1(d) under the Exchange Act
requires that the announcement be issued no later than 9:00 a.m., New York City
time, on the next business day after the previously scheduled Expiration Date in
accordance with the public announcement requirements of Rule 14d-4(c) under the
Exchange Act. If Purchaser extends the Offer or if Purchaser is delayed in its
acceptance for payment of or payment for Shares (whether before or after its
acceptance for payment of Shares) or it is unable to pay for Shares pursuant to
the Offer for any reason, then, without prejudice to Purchaser's rights under
the Offer, the Depositary may retain tendered Shares on behalf of Purchaser, and
such Shares may not be withdrawn except to the extent tendering stockholders are
entitled to withdrawal rights.

Except as otherwise provided below, tenders of Shares will be irrevocable.
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment and paid for by
Purchaser pursuant to the Offer, may also be withdrawn at any time after January
3, 1997. For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the Depositary at one of its
addresses set forth on the back cover of the Offer to Purchase and must specify
the name of the person having tendered the Shares to be withdrawn, the number of
Shares to be withdrawn and the name of the registered holder of the Shares to be
withdrawn, if different from the name of the person who tendered the Shares. If
certificates for Shares have been delivered or otherwise identified to the
Depositary, then, prior to the physical release of such certificates, the serial
numbers shown on such certificates must be submitted to the Depositary and,
unless such Shares have been tendered by an Eligible Institution (as defined in
the Offer to Purchase), the signatures on the notice of withdrawal must be
guaranteed by an Eligible Institution. If Shares have been delivered pursuant to
the procedures for book-entry transfer as set forth in the section entitled "THE
TENDER OFFER-Procedure for Tendering Shares" of the Offer to Purchase, any
notice of withdrawal must also specify the name and number of the account at the
appropriate Book-Entry Transfer Facility (as defined in the Offer to Purchase)
to be credited with the withdrawn Shares and otherwise comply with such
Book-Entry Transfer Facility's procedures. Withdrawals of tenders of Shares may
not be rescinded, and any Shares properly withdrawn will thereafter be deemed
not validly tendered for any purposes of the Offer. However, withdrawn Shares
may be retendered by again following one of the procedures described in the
section entitled "THE TENDER OFFER-Procedure for Tendering Shares" of the Offer
to Purchase at any time prior to the Expiration Date. All questions as to the
form and validity (including time of receipt) of notices of withdrawal will be
determined by Purchaser in its sole discretion, which determination will be
final and binding.

Requests are being made to the Company for use of the Company's stockholder
lists and security position listings for the purpose of disseminating the Offer
to holders of Shares and communicating with holders of Shares in connection with
the Offer. The Offer to Purchase, the related Letter of Transmittal and other
relevant materials will be mailed to record holders of Shares, and will be
furnished to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the stockholder
lists, or, if applicable, who are listed as participants in a clearing agency's
security position listing, for subsequent transmittal to beneficial owners of
Shares.

The information required to be disclosed by Rule 14d-6(e)(1)(vii) under the
Exchange Act is contained in the Offer to Purchase and is incorporated herein by
reference.

THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
OFFER.

Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective telephone numbers and locations
listed below. Additional copies of the Offer to Purchase, the Letter of
Transmittal, the Notice of Guaranteed Delivery and other related materials may
be obtained from the Information Agent, and copies will be furnished promptly at
Purchaser's expense. You may also contact your broker, dealer, commercial bank,
trust company or other nominee for assistance concerning the Offer. No fees or
commissions will be payable to brokers, dealers or other persons other than the
Dealer Manager and the Information Agent for soliciting tenders of Shares
pursuant to the Offer.

The Information Agent for the Offer is:
[Logo of MacKenzie Partners, Inc.]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or

CALL TOLL-FREE (800) 322-2885

The Dealer Manager for the Offer is:
ROTHSCHILD INC.
1251 Avenue of the Americas
New York, New York 10020
Call Toll-Free: (800) 753-5151 (Ext. 3611)

November 6, 1996

<PAGE>
EXHIBIT (B)

After due inquiry and to the best of my knowledge and belief, I hereby certify
that the following is a fair and accurate English translation of the commitment
letter of Dresdner Bank dated October 25, 1996.

by /s/ Karl Gruter
------------------------
Name: Karl Gruter
Title: General Counsel,
Henkel KGaA

[Letterhead of Dresdner Bank AG]

Highly confidential
To the
Board of Managing Directors
Henkel KGaA
Henkelstr. 67

40589 Dusseldorf

Dusseldorf, 25.10.1996

Dear Sirs,

With respect to the discussions we have had we hereby agree to provide you, on
the basis of our General Business Conditions, with the follow credit facility:

Borrower: Henkel KGaA

Amount: DM 1,800,000,000.00
(in words: Deutsche Mark one
billion and eighthundredthousand
million)

Purpose: acquisition interim financing

Maturity: 31st May 1997

Collateral: none

<PAGE>

Usage: in one lump sum, or in partial
amounts denominated in Dm or US$
to be provided by the Euro- or
domestic DM Market

Conditions:
interest rate: margin of 0.25% p.a. above
reference rate (i.e. Libor or
Fibor)
commitment fee: 0.06% p.a. on the unutilised
portion of the of the facility
flat fee: one time payment of DM 400,000.00
payable at maturity. Should the
average utilisation be above 20%
of the a.m. facility such fee will
be reduced to DM 200,000.00; in
case of an average utilisation of
greater than 50% of the facility
no fee will have to be paid.

We are pleased to be able to provide you with the a.m. facility and look forward
to your earliest acceptance of our offer by signing the enclosed copy of this
letter.

Sincerely yours,

Dresdner Bank AG in Dusseldorf

/s/ Giselbert H. Behr /s/ Dieter Brauer
----------------------- --------------------

We accept your offer set out hereinbefore.

Dusseldorf, November 5, 1996

Henkel KGaA

/s/ Dr. Lehner /s/ Dr. Steinebach
----------------------- ---------------------

<PAGE>
Exhibit (c)(1)

STOCK PURCHASE AGREEMENT

Henkel of America, Inc., a corporation organized under
the laws of the State of New York ("Buyer"), and each of the
selling stockholders listed on Schedule A hereto (each a
"Seller"), in consideration of, and subject to, the terms,
conditions, representations, warranties and covenants herein
contained, hereby agree as of the 23rd day of May, 1985 as
follows:

Section 1. Sale and Purchase. Each Seller agrees to
sell to Buyer, and Buyer agrees to purchase from each Seller, the
number of shares of common stock, no par value, of Loctite
Corporation, a corporation organized under the laws of the State
of Connecticut (the "Company"), set forth opposite the name of
such Seller on Schedule A hereto (collectively the "Shares"). The
purchase price for the Shares shall be $35 per Share in cash.

Section 2. Closing. On a date three business days
following satisfaction of the conditions set forth in Sections
5(b) and 6(b) hereof, or such later date as may be satisfactory
to the parties, (a) Sellers shall cause to be delivered to Buyer
certificates representing the Shares, registered in the name of
Buyer or its nominee, together with (i) evidence satisfactory to
Buyer as to the payment of any necessary stock transfer taxes,
and (ii) an opinion of Day, Berry & Howard, counsel for the

<PAGE>

Company, to the effect that the shares evidenced by such
certificates have been validly issued and are fully paid and
non-assessable, and (b) Buyer shall cause to be deposited into an
account designated on three days' notice by the Sellers New York
Clearing House Funds in the amount of the purchase price set
forth in Section 1 hereof.

Section 3. Representations and Warranties of Buyer.
Buyer represents and warrants to and for the benefit of Sellers
as follows:

(a) Buyer has all requisite corporate power to enter
into this Agreement and to consummate the transactions
contemplated hereby in accordance with the terms hereof.

(b) Neither the execution and delivery of this
Agreement nor the consummation of the transactions
contemplated hereby in accordance with the terms hereof (i)
results or will result in a material breach of, or
constitutes or will constitute a material default under,
any agreement or other undertaking to which Buyer is a
party or by which Buyer may be bound, or (ii) results or
will result in a material violation of any order, writ,
injunction, decree or award of any court or governmental
authority to which Buyer may be subject, or (iii) results or
will result in a material violation of any Federal or state

<PAGE>

law, statute, ordinance, rule or regulation applicable to
Buyer.

Section 4. Representations and Warranties of Sellers.
Each of the Sellers represents and warrants to and for the
benefit of Buyer as follows:

(a) The authorized capital stock of the Company
consists of 12,000,000 shares of common stock, no par
value, of which 9,021,021 shares are issued and outstanding
and no shares are held in treasury.

(b) Such Seller owns the Shares indicated on Schedule
A hereto, free and clear of any liens, charges, claims or
encumbrances, and has all requisite authority to enter into
this Agreement and to consummate the transactions
contemplated hereby in accordance with the terms hereof.
The Shares have been validly issued, and are fully paid and
non-assessable.

(c) Neither the execution and delivery of this
Agreement nor the consummation of the transactions
contemplated hereby in accordance with the terms hereof (i)
results or will result in a material breach of, or
constitutes or will constitute a material default under, any
agreement or other undertaking to which such Seller is a
party or by which such Seller may be bound, or (ii) results

<PAGE>

or will result in a material violation of any order, writ,
injunction, decree or award of any court or governmental
authority to which such Seller may be subject, or (iii)
results or will result in a material violation of any
Federal or state law, statute, ordinance, rule or
regulation applicable to such Seller.

(d) To the best of such Seller's knowledge, each of
the balance sheets (including any related notes and
schedules) included in the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1984 and Quarterly
Reports on Form 10-Q for the fiscal quarters ended
September 30, 1984, December 31, 1984 and March 31, 1985
(collectively, the "Company Reports") fairly presents the
consolidated financial position of the Company as of its
date, and the other financial statements (including any
related notes and schedules) included in the Company
Reports fairly present the consolidated results of
operations or other information included therein of the
Company for the periods or as of the dates therein set
forth, subject, where appropriate, to normal year-end
adjustments, in each case in accordance with generally
accepted accounting principles consistently applied
during the periods involved. To the best of such Seller's
knowledge, none of the Company Reports (i) contained,
as of its date, either any untrue statement of a material
fact or any projection, statement of intention or

<PAGE>

opinion that was without a reasonable basis or was not
made in good faith, or (ii) omitted, as of its date, any
material fact required to be stated therein or necessary in
order to make the statements therein, in light of the
circumstances under which they were made, not misleading.
To the best of such Seller's knowledge, since June 30,
1984, there has not been any material adverse change in the
financial condition, properties or businesses of the
Company and its subsidiaries taken as a whole.

Section 5. Conditions to Obligations of Buyer. The
obligation of Buyer to consummate the transactions contemplated
by this Agreement shall be subject to the fulfillment of the
following conditions:

(a) The representations and warranties contained in
Section 4 hereof shall be true and correct on and as of the
date of closing with the same effect as though made on and
as of the date of closing, and each Seller shall have
complied with all agreements and conditions contained
herein required to be complied with by such Seller on or
before the date of closing, and Buyer shall have received a
certificate, dated as of the date of the closing, signed by
Robert H. Krieble to such effect.

<PAGE>

(b) There shall have been filed all reports and
satisfied all requests for additional information pursuant
to the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "H-S-R Act"), and the rules
thereunder, and the applicable waiting periods shall have
expired.

Section 6. Conditions to Obligations of Each Seller.
The obligation of each Seller to consummate the transactions
contemplated by this Agreement shall be subject to the
fulfillment of the following conditions:

(a) The representations and warranties contained in
Section 3 hereof shall be true and correct on and as of the
date of closing with the same effect as though made on and
as of the date of closing, and Buyer shall have complied
with all agreements and conditions contained herein
required to be complied with by Buyer on or before the date
of closing and Sellers shall have received a certificate,
dated the date of closing, signed by an authorized officer
of Buyer to such effect.

(b) There shall have been filed all reports and
satisfied all requests for additional information pursuant
to the H-S-R Act, and the rules thereunder, and the
applicable waiting periods shall have expired.

<PAGE>

Section 7. Further Assurances; Right of First Refusal.

(a) Buyer and each Seller agree to cooperate fully
with each other in connection with any steps to be taken to
consummate the transactions contemplated hereby in
accordance with the terms hereof. Without limiting the
generality of the foregoing, Buyer and each Seller agree to
use its best efforts to satisfy those conditions set forth
in Section 5 and 6 hereof that are to be satisfied by it.

(b) Each Seller hereby grants to Buyer a right of
first refusal with respect to all shares of common stock,
no par value, of the Company (other than Shares) now owned
by such Seller, on the following terms and conditions:

(i) Any Seller proposing to sell or otherwise
dispose of any such shares prior to May 23, 1998 shall
deliver written notice ("Seller's Notice") of the
proposed disposition (including the identity of the
transferee, evidence reasonably satisfactory to Henkel
that the proposed transaction is being conducted on an
arms' length basis, all of the material terms thereof
and the Seller's address for purpose of Henkel's
Notice, as hereinafter defined) to Henkel, 600 Madison
Avenue, New York, New York (with copy to Alan
Appelbaum, Esq., Cleary, Gottlieb, Steen & Hamilton, 1
State Street Plaza, New York, New York).

<PAGE>

(ii) For a period of 30 days after receipt of
Seller's Notice, Henkel shall have the option,
exercisable by written notice ("Henkel's Notice")
delivered to such Seller, to purchase from such Seller
any or all of the shares proposed to be disposed of by
such Seller, for a cash consideration per share equal
to the fair market value of the consideration
reflected in Seller's Notice. Any such purchase shall
be consummated within 30 days of delivery of Henkel's
Notice.

(iii) If Henkel fails to exercise such option (or
shall exercise such option as to less than all such
shares), such Seller shall be permitted until the
sixtieth day following receipt by Henkel of Seller's
Notice, to dispose of any such shares as to which
Henkel did not exercise its option, but only on the
terms and to the transferee reflected in Seller's
Notice. Any such shares not so disposed of shall again
be subjected to the provisions of this Section.

(iv) Each Seller agrees to cause the certificates
representing shares subject to the right of first
refusal stamped at the closing with a legend
satisfactory to Henkel reflecting the existence of
this right of first refusal.

<PAGE>

(v) Transfers on death of a Seller and transfers
among Sellers shall not constitute dispositions within
the meaning of this Section 7(b) provided that each
transferee deliver written acknowledgment to Henkel
that such transferee is bound by the terms and
provisions of this Section 7(b) with, respect to all
shares so transferred.

Section 8. Miscellaneous. This Agreement constitutes
the entire agreement between the parties with respect to the
purchase by Buyer and the sale by Sellers of the Shares, and
supersedes all previous written, oral or implied understandings
between them with respect to such matters. This Agreement may not
be modified or amended except by an instrument in writing signed
by the party against whom enforcement of any such modification or
amendment is sought. All agreements, covenants, representations
and warranties contained herein, or in any certificate or other
document delivered pursuant hereto, shall survive the execution
and delivery of this Agreement, the sale and delivery to Buyer of
the Shares and any investigation at any time made by Buyer or on
Buyer's behalf. This Agreement shall be construed in accordance
with and governed by the laws of the State of New York. This
Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together
shall constitute one and the same instrument. This Agreement
shall terminate in all respects if the closing has

<PAGE>

not occurred on or before May 23, 1986, provided that each party
shall retain any rights arising out of a breach prior to such
termination.

IN WITNESS WHEREOF, the undersigned parties hereto
have duly executed this Agreement as of the date first above
written.

HENKEL OF AMERICA, INC.

/s/ Helmut Sihler
-----------------------------------
By Helmut Sihler, Chairman

SELLERS LISTED ON SCHEDULE A HERETO
[other than Gladys V.K. Delmas]

/s/ William G. DeLana
-----------------------------------
By William G. DeLana
Attorney-in-Fact

GLADYS V.K. DELMAS

/s/ Joseph C. Mitchell
-----------------------------------
By Joseph C. Mitchell
Attorney-in-Fact

<PAGE>

SCHEDULE A

Individuals Number of Shares

Robert H. Krieble 431,843
Nancy B. Krieble 297,101
Laura C. Krieble 36,800
Gladys V.K. Delmas 428,105
Frederick B. Krieble 53,992
Collette C. Krieble 4,624
J. Peter Fusscas 5,492
Helen K. Fusscas 32,937

Custodial

Frederick B. Krieble, Custodian
for Robert Kriebel Krieble 2,003

Frederick B. Krieble, Custodian
for Daniel Coty Krieble 827

James P. Fusscas, Custodian
for Christopher Peter Fusscas 4,148

James P. Fusscas, Custodian
for Frederick James Fusscas 3,894

James P. Fusscas, Custodian
for Amanda Cassel Fusscas 3,894

Trusts

Vernon K. Krieble Trust under
Agreement dated 7/14/56 334,584

Robert H. Krieble Trust under
Agreement dated 7/14/56 117,274

Vernon K. Krieble Trust under Will 130,236

Jean P. Delmas Trust under
Agreement dated 9/28/64 53,184

Laura C. Krieble Trust under
Agreement dated 1/14/71 for benefit
of Frederick B. Krieble 11,538

Laura C. Krieble Trust under
Agreement dated 1/14/71 for benefit
of Helen K. Fusscas 12,452

Robert H. Krieble Trust under
Agreement dated 1/9/74 for benefit
of Christopher Peter Fusscas 1,179

<PAGE>

SCHEDULE A - page 2

Trusts (continued) Number of Shares

Robert H. Krieble Trust under
Agreement dated 1/9/74 for benefit
of Amanda Cassel Fusscas 1,179

Robert H. Krieble Trust under
Agreement dated 1/9/74 for benefit
of Frederick James Fusscas 1,179

Robert H. Krieble and Nancy B.
Krieble Trusts under Agreement
dated 5/14/79 for benefit of
Fusscas grandchildren 5,083

Laura C. Krieble Trust under
Agreement dated 8/10/79 for
benefit of great-grandchildren
(Christopher Peter Fusscas,
Amanda Cassel Fusscas and
Frederick James Fusscas) 3,297

Robert H. Krieble and Nancy B.
Krieble Trust under Agreement
dated 8/8/84 for benefit of
Daniel Coty Krieble 3,739

Robert H. Krieble and Nancy B.
Krieble Trust under Agreement
dated 8/8/84 for benefit of
Robert Kriebel Krieble 2,754

Robert H. Krieble and Nancy B.
Krieble Trust under Agreement
dated 11/6/84 for benefit of
Frederick James Fusscas 354

Robert H. Krieble and Nancy B.
Krieble Trust under Agreement
dated 11/6/84 for benefit of
Amanda Cassel Fusscas 354

Robert H. Krieble and Nancy B.
Krieble Trust under Agreement
dated 11/6/84 for benefit of
Christopher Peter Fusscas 354

<PAGE>

SCHEDULE A - page 3

Corporations Number of Shares

Management I, Limited 36,016
Management II, Limited 115,444

Foundation

The Vernon K. Krieble Foundation
Incorporated 122,390
---------

Total shares 2,258,250

<PAGE>

Exhibit 3

AMENDMENT TO STOCK PURCHASE AGREEMENT

This Amendment is made as of the 11th day of October,
1985, among Henkel Corporation, as assignee of Henkel of America,
Inc., and each of the selling stockholders listed on Schedule A
to the Stock Purchase Agreement dated as of May 23, 1985 (the
"Agreement")

Whereas, the parties continue to believe that the sale
and purchase contemplated by the Agreement will be completed;

Whereas, the parties to the Agreement have heretofore
complied with the Agreement;

Now, therefore, in consideration of the foregoing and
the mutual promises contained herein, the parties hereto agree as
follows:

1. The last sentence of Section 1 of the Agreement is
hereby amended to read as follows: "The purchase price for the
Shares shall be $35 per Share plus (i) an amount equal to 1/365
of 5% thereof for each day occurring after September 17, 1985,
but before the day of the closing contemplated in Section 2
hereof and (ii) an amount equal to the last dividend paid per
Share prior to the day of the closing times a fraction, the
numerator of which is the number of days after the day such last
dividend was payable through the day of the closing and the
denominator of which is the number of days after such last
dividend was payable through the day of payment of the dividend
next payable after the day of the closing. The portion of the
purchase price for the Shares described in clause (i) of the
preceding sentence hereof shall be paid in installments on the
18th day of each month prior to the day of the closing and on the
day of the closing by depositing into an account designated by
Sellers New York Clearing House Funds in the amount of such
installments."

2. Section 2 of the Agreement is hereby amended by
adding the following at the end of it: "If the closing
contemplated in this Section 2 has not occurred on or before
December 18, 1985 because of the existence of an injunction
against the sale and purchase contemplated in Section 1 hereof,
then on December 18, 1985 (i) Sellers shall deposit into an
account designated by Buyers New York Clearing House Funds equal
to one quarter of the installments of the purchase price
theretofore paid to Seller on October 18, 1985 and November 18,
1985 pursuant to Section 1 of this Agreement as amended, with the
result that Sellers shall have retained an aggregate amount equal

<PAGE>

to 1/365 of 2.5% times the number of Shares for each day
occurring after September 17, 1985 but before December 18, 1985;
and (ii) Buyer and a representative or representatives of Sellers
shall meet at a mutually convenient location in the United States
to discuss appropriate further steps to be taken in light of such
injunction."

3. All representations, warranties and the other
covenants and agreements of the parties hereto in the Agreement
are hereby confirmed to the same extent as if made on the date
hereof.

HENKEL CORPORATION

By
--------------------------------
Its

SELLERS LISTED ON SCHEDULE A TO
AGREEMENT [other than Gladys V.
K. Delmas]

By
--------------------------------

GLADYS V. K. DELMAS

By
--------------------------------

<PAGE>

EXHIBIT (c)(2)

AGREEMENT

Agreement made as of January 31, 1992 (this
"Agreement") among Frederick B. Krieble ("Transferor"), Theta II
Limited, a company organized under the laws of The Turks and
Caicos Islands ("Transferee"), and Henkel Corporation, a Delaware
corporation ("Henkel")

WHEREAS, Transferor is the holder of certain shares of
Common Stock, $.01 par value ("Loctite Common Stock"), of Loctite
Corporation, a Delaware corporation ("Loctite"), and expects to
become the holder of certain additional shares of Loctite Common
Stock in the near future; and

WHEREAS, Transferor desires to transfer such shares of
Loctite Common Stock to Transferee; and

WHEREAS, Henkel has a right of first refusal with
respect to the proposed transfers by Transferor of such shares of
Loctite Common Stock, but, on the terms and conditions of this
Agreement, is willing to permit such transfers;

NOW, THEREFORE, in consideration of the mutual
agreements contained herein, and for other valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

Section 1. Transfer of Loctite Common Stock. On the
terms and subject to the conditions of this Agreement, upon the
receipt by Henkel of a duly executed acknowledgement of Loctite,
in the form of Annex A hereto, Transferor shall transfer to
Transferee all of the 131,492 shares of Loctite Common Stock
currently owned of record by Transferor and, upon the transfer of
record ownership thereto to Transferor, all of the 560,466 shares
of Loctite Common Stock currently owned of record by certain
trusts for the benefit of Transferor.

Section 2. Representations and Warranties of
Transferor and Transferee.

Transferor and Transferee hereby represent and warrant
to Henkel as follows:

(a) Transferee is a corporation duly organized,
validly existing and in good standing under the laws of The Turks
and Caicos Islands. A complete and correct copy of the
constituent documents of Transferee is attached hereto as Annex
B.

(b) Each of Transferor and Transferee has all
requisite power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby in accordance
with the terms hereof.

<PAGE>

(c) The execution and delivery of this Agreement by
Transferee and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary corporate
action on the part of Transferee and no other corporate
proceeding is necessary for the execution and delivery of this
Agreement by Transferee, the performance by Transferee of its
obligations hereunder and the consummation by Transferee of the
transactions contemplated hereby. This Agreement has been duly
and validly executed and delivered by Transferor and Transferee
and constitutes a legal, valid and binding agreement of each of
them, enforceable against each of them in accordance with its
terms.

(d) Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated
hereby in accordance with the terms hereof (i) results or will
result in a material breach of, or constitutes or will constitute
a material default under, any agreement or other undertaking to
which Transferor or Transferee is a party or by which Transferor
or Transferee may be bound, or (ii) results or will result in a
material violation of any order, writ, injunction, decree or
award of any court or governmental authority to which Transferor
or Transferee may be subject, or (iii) results or will result in
a material violation of any Federal or state law, statute,
ordinance, rule or regulation applicable to Transferor or
Transferee.

(e) Transferor currently owns 131,492 shares of
Loctite Common Stock and expects to obtain record ownership of an
additional 560,466 shares of Loctite Common Stock currently owned
of record by certain trusts for the benefit of Transferor, and,
upon consummation of the transfers contemplated hereby,
Transferee will own, 691,958 shares of Loctite Common Stock, in
each case, free and clear of any liens, charges, claims or
encumbrances, other than as created by the provisions of this
Agreement and the Stock Purchase Agreement dated as of May 23,
1985 among Henkel, as assignee of Henkel of America, Inc., and
each of the selling stockholders listed on Exhibit A thereto (the
"Stock Purchase Agreement"), a copy of which is attached hereto
as Annex C. Such shares of Loctite Common Stock were validly
issued and are fully paid and non-assessable.

(f) Transferor currently owns 1 share of capital
stock, nominal value $1.00 per share ("Theta Capital Stock"), of
Transferee and, in connection with the transfers contemplated
hereby, will obtain ownership of an additional 99 shares of Theta
Capital Stock, in each case, free and clear of any liens,
charges, claims or encumbrances, other than as created by the
provisions of this Agreement. Such shares of Theta Capital Stock
constitute all of the outstanding shares of capital stock of
Transferee. Other than pursuant to this Agreement, there are not
authorized or outstanding any subscriptions, options, conversion

<PAGE>

rights, warrants or other agreements, securities or commitments
of any nature whatsoever (whether oral or written and whether
firm or conditional) obligating Transferor or Transferee to
issue, deliver or sell, or cause to be issued, delivered or sold,
the shares of Theta Capital Stock held by Transferor or any other
shares of the capital stock, or any securities convertible into
or exchangeable for shares of capital stock, of Transferee or
obligating Transferor or Transferee to grant, extend or enter
into any such agreement or commitment.

(g) Except for obligations or liabilities incurred in
connection with its organization or the consummation of the
transactions contemplated hereby, Transferee has not incurred any
obligations or liabilities and has not engaged many business or
activity of any type or kind whatsoever or entered into any
agreements or arrangements with any person or entity.

Section 3. Representations and Warranties of Henkel.

Henkel hereby represents and warrants to Transferor
and Transferee as follows:

(a) Henkel is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware.

(b) Henkel has all requisite power and authority to
enter into this Agreement and to consummate the transactions
contemplated hereby in accordance with the terms hereof.

(c) This Agreement has been duly and validly executed
and delivered by Henkel and constitutes a legal, valid and
binding agreement of Henkel, enforceable against it in accordance
with its terms.

Section 4. Covenants and Agreements of Transferor and
Transferee.

(a) Transferor hereby grants to Henkel a right of
first refusal, on the same terms and conditions as the right of
first refusal granted pursuant to the provisions of Section 7(b)
of the Stock Purchase Agreement, with respect to all shares of
Theta Capital Stock at any time owned of record or beneficially
by the Transferor as long as Transferee owns any shares of
Loctite Common Stock, and hereby agrees to be bound by the right
of first refusal provisions of Section 7(b) of the Stock Purchase
Agreement with respect to all shares of Theta Capital Stock at
any time owned of record or beneficially by him as long as
Transferee owns any shares of Loctite Common Stock (as fully and
with the same legal effect as if Section 7(b) of the Stock
Purchase Agreement had referred specifically to such shares of
Theta Capital Stock) and with respect to all shares of Loctite

<PAGE>

Common Stock owned of record or beneficially by Transferee or, in
the event of a transfer permitted by the proviso to Section 4(d)
hereof, by Transferor.

(b) Transferee hereby grants to Henkel a right of
first refusal, on the same terms and conditions as the right of
first refusal granted pursuant to the provisions of Section 7(b)
of the Stock Purchase Agreement, with respect to all shares of
Loctite Common Stock acquired by Transferee by transfer as
contemplated hereby from Transferor, and all shares of Loctite
Common Stock issued in respect of any such shares, and hereby
agrees to be bound by the right of first refusal provisions of
Section 7(b) of the Stock Purchase Agreement with respect to all
shares of Loctite Common Stock acquired by Transferee by transfer
as contemplated hereby from Transferor, and all shares of Loctite
Common Stock issued in respect of any such shares.

(c) In furtherance of the foregoing right of first
refusal and without limitation, Transferor shall not sell,
transfer, pledge or otherwise dispose of or encumber, directly or
indirectly, any shares of Theta Capital Stock, or reach an
agreement or understanding to do any of the foregoing, without
the prior written consent of Henkel. Transferee will not suffer
or permit any transfer of shares of Theta Capital Stock to be
effected in violation of this Agreement and will cause its
Directors to decline, in accordance with Article 8 of the
Articles of Association of Transferee in effect as of the date
hereof, to register in the Register of Transferee any transfer of
shares of Theta Capital Stock attempted to be effected in
violation of this Agreement. Sales, transfers or other
dispositions attempted to be effected in violation of the
provisions of this Agreement shall be null and void and the
shares of Theta Capital Stock subject to such attempted sale,
transfer or other disposition shall remain subject to this
Agreement.

(d) Transferee shall not, and Transferor shall not
cause or permit Transferee to, sell, transfer, pledge or
otherwise dispose of or encumber, directly or indirectly, any
shares of Loctite Common Stock, or reach an agreement or
understanding to do any of the foregoing, without the prior
written consent of Henkel, except in accordance with Section 7(b)
of the Stock Purchase Agreement; provided, however, that
Transferee may transfer shares of Loctite Common Stock back to
Transferor without the prior written consent of Henkel, in which
event, however, such shares of Loctite Common Stock shall be held
by Transferor subject to the right of first refusal provisions of
Section 7(b) of the Stock Purchase Agreement and shall not
thereafter be transferred by Transferor, including, without
limitation, to Transferee, without the prior written consent of
Henkel, except in accordance with Section 7(b) of the Stock
Purchase Agreement. Sales, transfers or other dispositions

<PAGE>

attempted to be effected in violation of the provisions of this
Agreement shall be null and void and the shares of Loctite Common
Stock subject to such attempted sale, transfer or other
disposition shall remain subject to this Agreement.

(e) Transferee shall not, and Transferor shall not
cause, suffer or permit Transferee to, (i) engage in any business
or activity other than the ownership of shares of Loctite Common
Stock or (ii) own any assets other than shares of Loctite Common
Stock.

(f) Transferor shall not cause or permit Transferee to
amend its constituent documents in effect on the date hereof,
without the prior written consent of Henkel, which consent, in
the case of an amendment required by law, shall not be
unreasonably withheld.

(g) Transferor acknowledges and agrees that each of
the certificates representing shares of Theta Capital Stock, and
Transferor and Transferee acknowledge and agree that each of the
certificates representing shares of Loctite Common Stock subject
to the right of first refusal described herein, shall be stamped
with a legend satisfactory to Henkel reflecting the provisions of
this Agreement and the Stock Purchase Agreement.

(h) Transferor and Transferee recognize and
acknowledge that Henkel would not have consented to the transfer
of Loctite Common Stock contemplated hereby and granted the
waiver provided herein without the representations, covenants and
agreements of Transferor and Transferee contained in this
Agreement and that a breach of any of such representations,
covenants and agreements will cause Henkel to sustain injury for
which it would not have an adequate remedy at law for money
damages. Therefore, Transferor and Transferee agree that in the
event of any such breach, Henkel shall be entitled to the remedy
of specific performance of such covenants and agreements and
preliminary and permanent injunctive and other equitable relief
in addition to any other remedy to which it may be entitled, at
law or in equity.

Section 5. Agreement of Henkel. Effective upon the
receipt by Henkel of a duly executed acknowledgement of Loctite,
in the form of Annex A hereto, Henkel waives the provisions of
Section 7(b) of the Stock Purchase Agreement to the extent, but
only to the extent, necessary to permit the transfer contemplated
hereby.

<PAGE>

Section 6. Miscellaneous.

(a) This Agreement shall terminate on May 23, 1998,
unless sooner terminated by mutual agreement of all the parties
hereto.

(b) This Agreement and the Stock Purchase Agreement
set forth the entire agreement among the parties with respect to
the subject matter hereof and supersede all other previous
written, oral or implied understandings among them with respect
to such matters.

(c) This Agreement may not be modified or amended
except by an instrument in writing signed by the party against
whom enforcement of any such modification or amendment is sought.

(d) All agreements, covenants, representations and
warranties contained herein shall survive the execution and
delivery of this Agreement and the transfer of shares of Loctite
Common Stock contemplated hereby.

(e) This Agreement shall be construed in accordance
with and governed by the laws of the State of New York.

(f) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned parties hereto
have duly executed this Agreement as of the date first above
written.

/s/ Frederick B. Krieble
-------------------------------
Frederick B. Krieble

THETA II LIMITED

/s/ Frederick B. Krieble
-------------------------------
By Frederick B. Krieble,
Managing Director

HENKEL CORPORATION

/s/ Ernest G. Szoke
-------------------------------
By Ernest G. Szoke, Secretary

<PAGE>

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 Frederick B. Krieble to Theta
II Limited, a personal holding company established by Mr. Krieble
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 Frederick B.
Krieble, 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 Frederick B. Krieble 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 Henkel
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/ Kenneth W. Butterworth
- --------------------- ------------------------------
Kenneth W. Butterworth
Date Chairman and C.E.O.

<PAGE>
EXHIBIT (C)(4)

Execution Copy

- --------------------------------------------------------------------------------

AGREEMENT

among

LOCTITE CORPORATION

and

HENKEL KGaA, HENKEL CORPORATION

and HC INVESTMENTS, INC.

Dated as of April 14, 1994

- --------------------------------------------------------------------------------

<PAGE>

TABLE OF CONTENTS

Page
----

Section 1. Termination of the Standstill Agreement . . . 2

Section 2. Shareholder Rights Agreement. . . . . . . . . 2

2.1 Adoption. . . . . . . . . . . . . . . 2

2.2 Prohibited Actions. . . . . . . . . . 2

2.2.1 Loctite . . . . . . . . . . . 2

2.2.2 Henkel Entities . . . . . . . 3

Section 3. Corporate Governance. . . . . . . . . . . . . 4

3.1 Board of Directors. . . . . . . . . . 4

3.2 Committees. . . . . . . . . . . . . . 7

3.3 Dissolution of Shareholder Relations

Committee . . . . . . . . . . . . . . 7

3.4 Applicability . . . . . . . . . . . . 7

Section 4. Right of First Refusal. . . . . . . . . . . . 7

Section 5. Registration Rights . . . . . . . . . . . . . 9

Section 6. Henkel Transferees. . . . . . . . . . . . . . 10

6.1 Permitted Transfers . . . . . . . . . 10

6.2 Transferability . . . . . . . . . . . 11

6.3 Distribution Transaction. . . . . . . 11

Section 7. Associates of Henkel Entities . . . . . . . . 11

Section 8. Representations and Warranties . . . . . . . 12

8.1 Loctite Share Ownership . . . . . . . 13

<PAGE>

TABLE OF CONTENTS cont'd

Section 9. Miscellaneous. . . . . . . . . . . . . . . . 13

9.1 Entire Agreement . . . . . . . . . . 13

9.2 Binding Effect; Benefits; Assignment;

Survival . . . . . . . . . . . . . . 13

9.3 Amendments and Waivers . . . . . . . 14

9.4 Governing Law. . . . . . . . . . . . 14

9.5 Notices. . . . . . . . . . . . . . . 14

9.6 Further Assurances . . . . . . . . . 15

9.7 Specific Performance . . . . . . . . 15

9.8 Joint and Several Liability. . . . . 16

9.9 Termination. . . . . . . . . . . . . 16

9.10 Rights of Action . . . . . . . . . . 16

9.11 Counterparts . . . . . . . . . . . . 17

Signatures . . . . . . . . . . . . . 17

<PAGE>

Agreement made as of this 14th day of April, 1994 (this
"Agreement") among Loctite Corporation, a Delaware corporation
("Loctite"), Henkel KGaA, a Kommanditgesellschaft auf Aktien
organized under the laws of the Federal Republic of Germany
("Henkel Germany"), Henkel Corporation, a Delaware corporation
and an indirect wholly-owned subsidiary of Henkel Germany
("Henkel America"), and HC Investments, Inc., a Delaware
corporation and a direct wholly-owned subsidiary of Henkel
America ("Henkel Subsidiary"). Henkel Germany, Henkel America and
Henkel Subsidiary are sometimes collectively referred to herein
as the "Henkel Entities" and individually as a "Henkel Entity".

WITNESSETH:

WHEREAS, pursuant to a Stock Purchase Agreement (the
"Stock Purchase Agreement"), dated May 23, 1985, Henkel of
America, Inc., the direct parent of Henkel America ("Henkel
Parent"), agreed to acquire from the sellers listed on Schedule A
thereto (collectively, the "Selling Stockholders") certain shares
of common stock, no par value, of Loctite (the "Common Stock");

WHEREAS, in connection with the Stock Purchase Agreement,
Henkel Parent and Loctite entered into an agreement, dated May
23, 1985 (the "Standstill Agreement"), setting forth certain
arrangements with respect to the relationships between them;

WHEREAS, Henkel Parent assigned to Henkel America all of
its rights and obligations under the Stock Purchase Agreement and
the Standstill Agreement and Henkel America acquired from the
Selling Stockholders all of the shares of Common Stock sold by
them pursuant to the Stock Purchase Agreement;

WHEREAS, Henkel America contributed all of its shares of
Common Stock to the capital of Henkel Subsidiary and has
designated Henkel Subsidiary to receive all shares of Common
Stock purchased by Henkel America under Section 7(b) of the Stock
Purchase Agreement; and

WHEREAS, Henkel America and Loctite desire to terminate
the Standstill Agreement, and the Henkel Entities and Loctite
desire to enter into an agreement for the purpose of governing
certain aspects of the relationships among them.

NOW, THEREFORE, in consideration of the promises herein
contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, each of the parties hereto
agrees as follows:

<PAGE>

1. Termination of the Standstill Agreement. Loctite and Henkel
America agree that the Standstill Agreement shall terminate
effective as of the Record Date (as defined below). Effective as
of the Record Date, the provisions of the Standstill Agreement
shall be of no further force and effect, and there shall be no
liability on the part of any party to the Standstill Agreement
with respect to any of the provisions thereof with the sole
exception that nothing contained in this Agreement shall in any
way relieve any party from liability for any breach of the
provisions of the Standstill Agreement for the period commencing
on the date of this Agreement and ending on the Record Date. The
"Record Date" shall mean that certain date set forth in the
Rights Agreement referred to in Section 2.1 hereof on which the
authorized and declared dividend of one Right (as defined in the
Rights Agreement) is issued in respect of each share of Common
Stock outstanding as of such date.

2. Shareholder Rights Agreement.

2.1 Adoption. Simultaneously with the execution
of this Agreement, Loctite is entering into a Rights Agreement
with a bank or trust company acting as rights agent,
substantially in the form of Exhibit A hereto (the Rights
Agreement, as hereafter amended from time to time, shall be
referred to as the "Rights Agreement").

2.2 Prohibited Actions.

2.2.1 Loctite. (a) So long as this
Agreement is in effect, (i) Loctite shall not adopt any shareholder
rights plan or similar device that does not contain substantially the
same terms and conditions as those set forth in the Rights Agreement
(a "Substantially Similar Rights Plan") and (ii) Loctite shall
not amend, modify, waive, terminate or invalidate any provision
of the Rights Agreement or any Substantially Similar Rights Plan
or adopt, amend, modify, waive, terminate or invalidate any
provision of its certificate of incorporation or by-laws in any
way which would adversely affect the rights of any of the Henkel
Entities under the Rights Agreement or any Substantially Similar
Rights Plan.

(b) In the event of any Proposed Loctite
Action (as defined below), Loctite will give the Henkel Entities
notice of such Proposed Loctite Action within a reasonable period
of time prior to Loctite's taking of such Proposed Loctite Action and
a reasonable opportunity to present to Loctite and the Board (as
defined below) the Henkel Entities' views on the merits of such
Proposed Loctite Action; provided, however, that if, in the
Board's business judgment, the giving of such notice and
reasonable opportunity to make such presentation would adversely
affect the Board's ability to carry out its fiduciary
responsibilities and such Proposed Loctite Action is, in the
business judgment of the Board, in the best interests of Loctite
and its stockholders, Loctite shall have the absolute right to

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effect such proposed Loctite Action without regard to this
Section 2.2.1(b) (including, without limitation, not providing
the Henkel Entities with any notice of any such Proposed Loctite
Action and the opportunity to make a presentation with respect
thereto). As used herein, the term "Proposed Loctite Action"
shall mean (i) any proposed adoption, amendment, modification,
waiver, termination or invalidation by Loctite of any provision
of the Rights Agreement, a Substantially Similar Rights Plan, its
certificate of incorporation or its bylaws that is not prohibited
by Section 2.2.1(a) hereof or (ii) any proposed issuance by
Loctite of additional shares of Common Stock (other than pursuant
to (1) the exercise of any outstanding stock option, warrant,
convertible security or other right to purchase shares of Common
Stock, (2) any benefit plan or other similar employee or director
arrangement, (3) any stock split, stock dividend or similar
distribution made available to the holders of Common Stock
generally or (4) any issuance which alone, or together with any
prior issuance of additional shares of Common Stock covered by
this clause (4), would not exceed, in the aggregate, 2.5% of the
shares of Common Stock outstanding on the date of this
Agreement).

2.2.2 Henkel Entities. (a) So long as this
Agreement is in effect, the Henkel Entities shall not, and shall cause
each of their respective Affiliates (as such term is defined in Rule
12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended and in effect on the date of
this Agreement (the "Exchange Act")) and any Director (as defined
below) nominated by, or which is a representative of, any Henkel
Entity or any of their respective Affiliates not to, directly or
indirectly, seek to (i) amend, modify, waive, terminate or
invalidate, or cause the amendment, modification, waiver,
termination or invalidation of any provision of the Rights
Agreement or any Substantially Similar Rights Plan in any manner
(including, without limitation, by proxy contest, shareholder
consent, or otherwise) or (ii) redeem or exchange the Rights (as
defined in the Rights Agreement) or any rights issued under any
Substantially Similar Rights Plan, in either case, unless a
majority of the duly and validly elected directors of Loctite
(each a "Director") who are neither nominees or representatives
of any Henkel Entity or any of their respective Affiliates nor
officers or employees of Loctite (each an "Outside Director")
consent to such action in writing or at a duly called meeting of
the board of Directors of Loctite (the "Board"); it being
understood that the consent of the Outside Directors may only be
obtained if there is at least one Director that is an Outside
Director.

(b) In the event of any Proposed Henkel Action (as
defined below) by any Henkel Entities or any of their respective
Affiliates (the "Henkel Affiliates"), the Henkel Entities will give
Loctite notice of such Proposed Henkel Action within a reason-
able period of time prior to the taking of such Proposed Henkel
Action by such Henkel Entity or such Henkel Affiliate (as

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the case may be) and a reasonable opportunity to present to the
Henkel Entities its views on the merits of such Proposed Henkel
Action; provided, however, that if, in the reasonable judgment of
the Henkel Entities, the giving of such notice and reasonable
opportunity to make such presentation would adversely affect the
ability of such Henkel Entity or such Henkel Affiliate (as the
case may be) to effect such Proposed Henkel Action, such Henkel
Entity or such Henkel Affiliates (as the case may be) shall have
the absolute right to effect such Proposed Henkel Action without
regard to this Section 2.2.2(b) (including, without limitation,
not providing Loctite with any notice of such Proposed Henkel
Action and the opportunity to make a presentation with respect
thereto). As used herein, the term "Proposed Henkel Action" shall
mean any proposed action by any Henkel Entity or any Henkel
Affiliate regarding the "solicitation" of "proxies" (as such
terms are defined or used in Regulation 14A of the Exchange Act)
or becoming of a "participant" in any "election contest" (as such
terms are defined or used in Rule 14a-11 of the Exchange Act), in
each case, either (i) in opposition to any proposal to the
holders of shares of Common Stock recommended by the Board or
(ii) to remove any Directors.

(c) Loctite acknowledges that, except for the
provisions of Section 2.2.2(b) hereof, nothing in this Agreement
shall be construed as prohibiting any Henkel Entity or any Henkel
Affiliates from making, or in any way participating in, any
"solicitation" of "proxies" (as such terms are defined or used in
Regulation 14A of the Exchange Act), or becoming a "participant"
in any "election contest" (as such terms are defined or used in
Rule 14a-11 of the Exchange Act), in each case, for the election
or removal of any of the Directors; provided, however, any
Director nominated by any Henkel Entity or any Henkel Affiliates
shall be subject to the restrictions contained in Section
2.2.2(a) hereof.

3. Corporate Governance.

3.1 Board of Directors. (a) As promptly as
practicable after the date hereof, but in no event later than
November 15, 1994, the Outside Directors and the Henkel Entities
shall each recommend one person to become a Director (each, an
"Initial Recommended Person") to fill the two newly-created
directorships that will result upon the expansion of the Board
from ten members to twelve members in accordance with this
Section 3.1. Subject to the second sentence of Section
3.1(c)(iii) hereof, each Initial Recommended Person shall be
subject to the approval of a majority of all of the Directors,
which approval shall not be unreasonably withheld; the parties
hereto acknowledge that it is currently anticipated that such
consent by the Directors would not be withheld in the case of an
Initial Recommended Person selected by the Henkel Entities unless
such person is the Executive Vice President-Adhesives (or
otherwise is an executive within the Adhesives division) of
Henkel Germany (or another division or subdivision of Henkel

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Germany or its subsidiaries that may in the future engage in
substantially the same activities as the Adhesives division of
Henkel Germany engages in on the date hereof) or whose membership
on the Board would be a violation of law. If an Initial
Recommended Person is not approved as provided herein, then the
Outside Directors or the Henkel Entities, as the case may be,
that recommended such person shall promptly recommend a
substitute or substitutes until approval is obtained in
accordance with the terms of this Section 3.1(a). Loctite shall
cause the Board to be expanded from ten to twelve members as soon
as practicable after the Initial Recommended Persons are so
approved (each Initial Recommended Person which is so approved,
shall be referred to as an "Initial Approved Person"), and
Loctite and the Henkel Entities shall cause the Initial Approved
Persons to be duly and validly elected as Directors to fill the
new board seats resulting from such expansion.

(b) From and after the expansion of the Board to
twelve members pursuant to Section 3.1(a) hereof, Loctite agrees
not to expand or reduce the size of the Board without the prior
written consent of the Henkel Entities.

(i) Subject to Section 3.4 hereof, the Henkel
Entities shall be entitled to recommend the number of persons to serve
as Directors (each such person hereinafter referred to as a "Henkel
Recommended Person") set forth in the immediately succeeding
sentence. At any time that the Henkel Entities, together with the
Henkel Affiliates, own, in the aggregate, 25% or more of the
outstanding shares of Common Stock, the Henkel Entities shall be
entitled to recommend three Henkel Recommended Persons; at any
time that the Henkel Entities, together with the Henkel
Affiliates, own, in the aggregate, less than 25% of the
outstanding shares of Common Stock, but 15% or more of the
outstanding shares of Common Stock, the Henkel Entities shall be
entitled to recommend two Henkel Recommended Persons; and at any
time that the Henkel Entities, together with the Henkel
Affiliates, own, in the aggregate, less than 15% of the
outstanding shares of Common Stock, but 10% or more of the
outstanding shares of Common Stock, the Henkel Entities shall be
entitled to recommend one Henkel Recommended Person.

(ii) The Secretary of Loctite shall deliver
written notice (the "Secretary Notice") to Henkel America no later
than 30 days prior to any meeting of the Board at which the election
of Directors is scheduled on the agenda for action by the Board,
setting forth the date of such meeting. With respect to any
Secretary Notice, Henkel America must deliver written notice to
Loctite setting forth the Henkel Recommended Persons no later
than 15 days after its receipt of such Secretary Notice.

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<PAGE>

(iii) Each Henkel Recommended Person shall be
subject to the approval of a majority of all of the Directors, which
approval shall not be unreasonably withheld; the parties hereto
acknowledge that it is currently anticipated that such consent by
the Directors would not be withheld unless such person is the
Executive Vice President-Adhesives (or otherwise is an executive
within the Adhesives division) of Henkel Germany (or another
division or subdivision of Henkel Germany or its subsidiaries
that may in the future engage in substantially the same
activities as the Adhesives division of Henkel Germany engages in
on the date hereof) or whose membership on the Board would be a
violation of law. Notwithstanding anything herein to the
contrary, nothing in this Agreement shall be construed as
limiting in any manner the Directors from exercising, in their
business judgment, their fiduciary duties as Directors under
applicable law in connection with their making a determination
whether to approve an Initial Recommended Person selected by the
Henkel Entities or any Henkel Recommended Person pursuant to
Section 3.1(a) hereof or Section 3.1(c)(iii) hereof, as the case
may be. If a Henkel Recommended Person is not approved as
provided herein, then the Henkel Entities shall promptly
recommend a substitute or substitutes until approval is obtained
in accordance with the terms of this Section 3.1(c). Loctite
shall include any Henkel Recommended Person that has been
approved by a majority of all of the Directors in the slate of
nominees recommended by the Board to Loctite's stockholders for
election as Directors. Each Henkel Recommended Person who is duly
and validly elected by the stockholders of Loctite to serve as a
Director shall be referred to as a "Henkel Nominee."

(d) From and after the election of the Initial
Approved Persons pursuant to Section 3.1(a) hereof:

(i) So long as there are any Henkel Nominees,
the Outside Directors shall recommend the remaining persons (other
than the Henkel Nominees) to serve as Directors (each such person
shall be referred to as an "Outside Director Recommended
Person").

(ii) Each Outside Director Recommended Person
shall be subject to the approval of a majority of all of the Directors,
which approval shall not be unreasonably withheld. If an Outside
Director Recommended Person is not approved as provided herein,
then the Outside Directors shall promptly recommend a substitute
or substitutes until approval is obtained in accordance with the
terms of this Section 3.1(d). Loctite shall include any Outside
Director Recommended Person that has been approved by a majority
of all of the Directors in the slate of nominees recommended by
the Board to stockholders for election as Directors. Loctite shall
ensure that at least one Outside Director Recommended Person so
included in such slate shall be neither a nominee or representative of
any Henkel Entity or any Henkel Affiliate nor an officer or employee of
Loctite. Each Outside Director Recommended Person who is duly and validly

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<PAGE>

elected by the stockholders of Loctite to serve as a Director shall
be referred to as a "Non-Henkel Nominee."

(e) Each Henkel Nominee and Non-Henkel Nominee
shall hold his office until his death, retirement or resignation
or until his successor shall have been duly elected and
qualified. If any Henkel Nominee or Non-Henkel Nominee shall
cease to serve as a Director, the vacancy resulting thereby shall
be filled by another person recommended by the Henkel Entities or
the Outside Directors, respectively, and approved in accordance
with Section 3.1(c) or 3.1(d), respectively.

3.2 Committees. Subject to Sections 3.3 and 3.4
hereof, (a) at least one Henkel Nominee shall be a member of any
key committee of the Board that has up to four members on such
key committee and (b) at least two Henkel Nominees shall be
members of any key committee of the Board that has five or more
members on such key committee.

3.3 Dissolution of Shareholder Relations
Committee. Loctite shall cause the Shareholder Relations
Committee of the Board to be dissolved effective as of the Record
Date; provided, however, that Loctite retains the right to
reconstitute a committee of Disinterested Directors (as defined
below) or the Outside Directors, if in the opinion of the
Disinterested Directors or Outside Directors, as applicable, a
need for such a committee arises. The term "Disinterested
Directors" means Directors who are neither officers or employees
of Loctite nor any person proposing or attempting to effect a
business combination or similar transaction with Loctite
(including, without limitation, a merger, tender offer or
exchange offer, sale of substantially all of Loctite's assets, or
liquidation of Loctite's assets), any Affiliate or Associate (as
defined in Rule 12b-2 under the Exchange Act) of such person or
any other person acting directly or indirectly on behalf of, or
as a representative of, or in concert with, any such person,
Affiliate or Associate.

3.4 Applicability. Notwithstanding anything in
this Agreement to the contrary, Loctite shall have no
obligations, and the Henkel Entities shall have no rights
(including, without limitation, the right of the Henkel Entities
to recommend any person to serve as a Director), under Section
2.2.1(a) and this Section 3 from and after the time that the
Henkel Entities, together with their respective Affiliates, own,
in the aggregate, less than 10% of the outstanding shares of
Common Stock.

4. Right of First Refusal. (a)(i) Upon receipt by Henkel
America of a Seller's Notice (as defined in the Stock Purchase Agreement),
Henkel America shall deliver to Loctite within three days of its receipt
thereof: (A) a copy of such Seller's Notice and (B) written notice (a
"Notice of Opportunity") setting forth (I) the date that Henkel America

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received the Seller's Notice (the "Receipt Date") and (II) the
number of shares of Common Stock offered for sale pursuant to the
Seller's Notice (the "Offered Shares"); provided, however, that
Henkel America need not deliver a Notice of Opportunity if it is
permitted under Section 4(a)(ii) hereof to acquire all of the
Offered Shares related to such Seller's Notice and, within such
three day period, Henkel America shall have delivered a Henkel's
Notice (as defined in the Stock Purchase Agreement) exercising in
full its right to acquire those Offered Shares under Section 7(b)
of the Stock Purchase Agreement. Unless the Offered Shares have
been purchased in accordance with the proviso to the immediately
preceding sentence, Henkel America shall deliver to Loctite
within fifteen days of the Receipt Date (the "Henkel Time
Period") written notice (a "Notice of Decision") setting forth
whether Henkel America intends to exercise its right under
Section 7(b) of the Stock Purchase Agreement to acquire the
Offered Shares related to such Seller's Notice and, if so,
subject to Section 4(a)(ii) hereof, the number of shares of
Common Stock which Henkel America shall purchase pursuant to
Section 7(b) of the Stock Purchase Agreement (the "Henkel
Purchased Shares"). In connection with any Seller's Notice, if
Henkel America fails to provide Loctite with a Notice of Decision
within the Henkel Time Period or the Notice of Decision fails to
set forth the Henkel Purchased Shares, the Henkel Purchased
Shares shall be deemed to be zero. In connection with any Notice
of Decision, Henkel America shall purchase, or cause Henkel
Subsidiary to purchase, the Henkel Purchased Shares subject to
such Notice of Decision in accordance with the terms and
conditions set forth in Section 7(b) of the Stock Purchase
Agreement.

(ii) Each of Henkel America and Henkel
Subsidiary may only purchase shares of Common Stock pursuant to
Section 7(b) of the Stock Purchase Agreement if, after giving effect
to such purchase, no Henkel Entity is an Acquiring Person (as defined
in the Rights Agreement).

(iii) In connection with any Seller's
Notice, Henkel America hereby assigns to Loctite all of Henkel
America's rights under Section 7(b) of the Stock Purchase Agreement
with respect to the Loctite Purchasable Shares (as defined below)
related to such Seller's Notice, effective as of the earlier of the (A)
delivery to Loctite of the Notice of Decision related to such
Seller's Notice and (B) if Henkel America fails to deliver such
Notice of Decision, the expiration of the Henkel Time Period
applicable to such Seller's Notice. In connection with any
Seller's Notice, the term "Loctite Purchasable Shares" shall mean
that number of shares equal to the difference, if any, between
(A) the Offered Shares related to such Seller's Notice and (B)
the Henkel Purchased Shares related to such Seller's Notice.

(b) In connection with any Seller's Notice,
Loctite shall have the right, but not the obligation, to purchase
any or all of the Loctite Purchasable Shares related to such

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<PAGE>

Seller's Notice by delivering written notice (the "Loctite
Notice") to Henkel America and to the proposed seller of the
Offered Shares to which such Seller's Notice relates no later
than 30 days after the Receipt Date related to such Seller's
Notice (the number of shares which Loctite agrees to purchase, as
set forth in the Loctite Notice, shall hereinafter be referred to
as the "Loctite Purchased Shares"), and Loctite shall purchase
those Loctite Purchased Shares in accordance with the terms and
conditions of Section 7(b) of the Stock Purchase Agreement.

(c) In connection with any Seller's Notice, if
the number of shares equal to the difference, if any, between (i)
the Offered Shares related to such Seller's Notice and (ii) the
sum of (A) the Henkel Purchased Shares related to such Seller's
Notice and (B) the Loctite Purchased Shares related to such
Seller's Notice is equal to 3% or more of the then outstanding
shares of Common Stock, each of the Henkel Entities and Loctite
shall use their respective reasonable best efforts to cause those
shares to be distributed as widely as practicable (it being
understood that none of the parties hereto shall have any
obligation to purchase those shares); provided, however, that no
Henkel Entity shall have any obligation to take any action
pursuant to this Section 4(c) if such Henkel Entity reasonably
determines that such action could require it to make any payment
under Section 16(b) of the Exchange Act if a suit for recovery
were duly instituted against such Henkel Entity.

(d)(i) The Henkel Entities represent and warrant
to Loctite that (A) except as set forth in Section 4(a) hereof,
Henkel America has not granted, assigned, pledged or otherwise
disposed of any rights under Section 7(b) of the Stock Purchase
Agreement to any person or entity other than Henkel Subsidiary as
set forth in the fourth recital of this Agreement and (B) a true,
correct and complete copy of the Stock Purchase Agreement, as in
effect on the date hereof, without amendment or modification, has
been previously filed as an exhibit to the Schedule 13D of Henkel
Subsidiary filed with the Securities and Exchange Commission
under the Exchange Act.

(ii) Except as provided in Section 4(a) hereof,
Henkel America shall not assign, pledge or otherwise dispose of any of
its rights under Section 7(b) of the Stock Purchase Agreement and
any attempted or purported assignment, pledge or other
disposition in violation of this provision shall be void and of
no effect.

(iii) Henkel America agrees not to amend,
modify, waive, terminate or invalidate any provision of, or take any
action or fail to take any action which would adversely affect
its rights under, Section 7(b) of the Stock Purchase Agreement.

5. Registration Rights. On at least two occasions at the
request of Henkel America, Loctite will prepare and file, and

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use its best efforts to have made effective within six months
from the receipt of such request, a registration statement on any
available form under the Securities Act of 1933, as amended (the
"1933 Act"), covering any equity securities of Loctite then owned
by the Henkel Entities, at the expense of the Henkel Entities. In
addition, any equity securities of Loctite owned by the Henkel
Entities shall, at Henkel America's request, be included in any
other registration statement covering Loctite equity securities
(other than registration statements relating to an exchange
offer, merger or consolidation by Loctite or any equity-based
benefit or dividend reinvestment plan for directors, officers or
employees of Loctite or its subsidiaries), the Henkel Entities to
pay only any incremental expenses resulting from such inclusion.
This Section 5 will not be operative if, in the opinion of
counsel for Loctite with which counsel for Henkel America
concurs, the Henkel Entities may dispose of their Loctite equity
securities in the manner and to the person, persons or class of
persons contemplated by them without registration under the 1933
Act, including, without limitation, under Rule 144 promulgated
pursuant to the 1933 Act. In addition, Loctite will use its best
efforts so that the Henkel Entities may sell their Loctite equity
securities pursuant to Rule 144 promulgated pursuant to the 1933
Act. In connection with any registration pursuant to this Section
5, Loctite and the Henkel Entities will enter into customary
agreements relating to indemnification and other matters.

6. Henkel Transferees.

6.1 Permitted Transfers. (a) In connection with
any proposed Permitted Transfer (as defined in the Rights
Agreement) by Henkel America, Henkel America shall deliver to
Loctite no later than 30 days prior to the Transfer Date (as
defined below) for such proposed Permitted Transfer (i) written
notice of such proposed Permitted Transfer (the "Transfer
Notice"), setting forth (A) the number of shares of Common Stock
proposed to be transferred, (B) the identity of the proposed
transferee (the "Proposed Transferee"), including the beneficial
owners thereof to the extent known or reasonably determinable by
Henkel America, and (C) the date on which the proposed Permitted
Transfer is to be consummated (the "Transfer Date") and (ii) an
agreement substantially in the form of Exhibit A-1 to the Rights
Agreement, duly and validly executed on behalf of the Proposed
Transferee (the "Transferee Agreement"). Upon receipt by Loctite
of the Transferee Agreement duly executed and delivered by the
Proposed Transferee, Loctite shall duly execute and deliver the
Transferee Agreement.

(b) As soon as practicable after receipt of the
Transfer Notice, the Outside Directors shall evaluate whether the
Proposed Transferee is an Adverse Person (as defined in the
Rights Agreement). Henkel America shall provide the Outside
Directors with any information within its control requested by

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them to facilitate their evaluation, as soon as practicable after
any request for information is made.

(c) Subject to Section 6.1(d) hereof, a proposed
Permitted Transfer may be consummated on the Transfer Date as set
forth in the Transfer Notice and the Transferee Agreement related
to such proposed Permitted Transfer unless the Outside Directors
shall have determined that the Proposed Transferee related to
such proposed Permitted Transfer is an Adverse Person no later
than five days prior to the Transfer Date for such proposed
Permitted Transfer; provided, that Henkel America complies with
its obligations in Sections 6.1(a) and (b) hereof.

(d) With respect to any proposed Permitted Transfer, the
Proposed Transferee shall be deemed to be an Adverse Person for
purposes of the Rights Agreement unless there is at least one
Director that is an Outside Director during the period from and
including the date Loctite receives a Transfer Notice in respect
of such proposed Permitted Transfer to and including the Transfer
Date for such proposed Permitted Transfer. Except as required by
applicable law or order of any court or other governmental
authority, Loctite covenants and agrees that it will not take any
action to cause there to be fewer than one Outside Director on
the Board at any time.

6.2 Transferability. Notwithstanding anything in
this Agreement to the contrary, no transferee of any shares of
Common Stock from any Henkel Entity shall have any rights under
this Agreement.

6.3 Distribution Transaction. In connection with
any Distribution Transaction (as defined in the Rights
Agreement), Henkel shall use its best efforts to cause the shares
of Common Stock subject to such Distribution Transaction to be
distributed as widely as practicable.

7. Associates of Henkel Entities. (a) In the event
that from time to time any of the Henkel Entities or Loctite becomes
aware of the fact that the Henkel Entities, together with their
respective Affiliates and Associates, beneficially own (as such term
is used in the Rights Agreement without giving effect to the proviso
to the definition of the term "Associate" in the Rights Agreement) a
percentage of outstanding shares of Common Stock in excess of the
Henkel Percentage (as defined in the Rights Agreement) then in effect,
the Henkel Entities (if any of them becomes aware of such fact) shall
promptly deliver to Loctite, or Loctite (if it becomes aware of such
fact) shall promptly deliver to the Henkel Entities, written notice
(an "Associate Notice") of such fact, setting forth (i) the amount
by which such party is aware that the percentage of outstanding
shares of Common Stock beneficially owned by the Henkel Entities,
together with their respective Affiliates and Associates, exceeds
the Henkel Percentage and (ii) the date that such party became
aware of such fact. As used herein, (A) the term "Excess

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Percentage" shall mean the amount of the percentage of
outstanding shares of Common Stock by which the aggregate
percentage of outstanding shares of Common Stock beneficially
owned by the Henkel Entities, together with their respective
Affiliates and Associates (if and to the extent that any Henkel
Entity has become aware of such ownership directly or pursuant to
an Associate Notice delivered to the Henkel Entities by Loctite),
exceeds the Henkel Percentage then in effect and (B) the term
"Discovery Date" shall mean the date that any Henkel Entity
becomes aware of the existence of an Excess Percentage or if
Loctite first became aware of the existence of an Excess
Percentage, the date that the Henkel Entities receive an
Associate Notice from Loctite in connection therewith.

(b) From and after a Discovery Date and so long
as the amount of the Excess Percentage is greater than zero, the
Henkel Entities shall, and shall cause their respective
Affiliates to, (i) vote with respect to any matter that
percentage of outstanding shares of Common Stock beneficially
owned by the Henkel Entities and their respective Affiliates
equal to the Excess Percentage in the same proportion as all
outstanding shares of Common Stock not beneficially owned by the
Henkel Entities and their respective Affiliates and Associates
are voted on such matter and (ii) tender into any tender or
exchange offer (or otherwise sell to the person making such
tender or exchange offer) for the shares of Common Stock that is
not opposed by a majority of those Outside Directors who are also
Disinterested Directors (as defined in the Rights Agreement) or
is for all outstanding shares of Common Stock and is held open
for a period of at least 60 days from its commencement, that
percentage of outstanding shares of Common Stock beneficially
owned by the Henkel Entities and their respective Affiliates
equal to the Excess Percentage in the same proportion as all
outstanding shares of Common Stock not beneficially owned by the
Henkel Entities and their respective Affiliates and Associates
are tendered in such tender or exchange offer.

8. Representations and Warranties. Each party hereto
represents and warrants to each other party hereto that:

(a) it has the requisite corporate power and
authority to execute and deliver this Agreement, to carry out its
obligations hereunder and to consummate each of the transactions
contemplated hereby;

(b) the execution, delivery and performance of
this Agreement and the consummation of each of the transactions
contemplated hereby have been duly authorized by its Board of
Directors (or other relevant corporate body), and no other
corporate proceedings on its part are necessary to authorize this
Agreement or to consummate the transactions so contemplated;

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<PAGE>

and binding obligation of each other party hereto, constitutes a
valid and binding obligation of it, enforceable against it in
accordance with its respective terms, except to the extent such
enforceability may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting or relating to the
enforcement of creditors' rights generally and is subject to the
general principles of equity; and

(d) neither the execution, delivery and
performance of this Agreement nor the consummation by it of the
transactions contemplated hereby nor compliance by it with any of
the provisions hereof will (i) conflict with or result in any
breach or violation of any provisions of its governing
organizational documents, (ii) require on its part any filing
with, notification to, or permit, authorization, consent or
approval of, any governmental body or authority or any other
entity (other than filings by Henkel Entities with the Securities
and Exchange Commission under the Exchange Act) or (iii)
constitute (with or without notice or lapse of time or both) a
breach, violation or default, create a lien or other encumbrance
or give rise to any right of renegotiation or termination,
amendment, cancellation, acceleration or prepayment under (A) any
material agreement or instrument to which it is a party or by
which any of its material properties or assets may be bound or
subject or (B) any order, writ, injunction, decree, statute, rule
or regulation, governmental permit or license applicable to it or
any of its material properties or assets.

8.1 Loctite Share Ownership. The Henkel Entities
represent and warrant to Loctite that as of the date hereof, the Henkel
Entities and the Henkel Affiliates own, in the aggregate, 10,488,960
shares of Common Stock.

9. Miscellaneous.

9.1 Entire Agreement. This Agreement embodies
the entire agreement and all understandings between the parties hereto
and supersedes all prior agreements and understandings relating to the
subject matter hereof.

9.2 Binding Effect; Benefits; Assignment;
Survival. This Agreement shall inure to the benefit of and shall
be binding upon the parties hereto and their respective legal
representatives, successors and assigns. Neither this Agreement
nor any of the rights hereunder may be assigned by (i) Loctite,
without the prior written consent of Henkel America, or (ii) any
Henkel Entity, unless there is at least one Outside Director and
a majority of the Outside Directors consents to such assignment
in writing or at a duly called meeting of the Board. Any
attempted or purported assignment in violation of the previous
sentence shall be void and of no effect. The representations and
warranties of the parties hereto set forth herein shall survive
without limitation as to time.

- 13 -

<PAGE>

9.3 Amendments and Waivers. No modification,
amendment, termination or waiver of any provision of this
Agreement, nor consent to any departure therefrom, shall in any
event be effective unless (i) there is at least one Outside
Director and (ii) the same shall be (a) in writing, (b) signed by
each of the parties hereto and (c) approved by a majority of the
Outside Directors, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for
which given.

9.4 Governing Law. This Agreement shall be
construed in accordance with and governed by the laws of the
State of Delaware applicable to agreements made and to be
performed wholly within such jurisdiction, without giving effect
to the choice of law provisions thereof. Each of the parties
hereto hereby irrevocably and unconditionally consents to submit
to the exclusive jurisdiction of the courts of the State of
Delaware for any litigation arising out of, or relating to, this
Agreement and the transactions contemplated hereby (and agrees
not to commence any litigation relating thereto except in such
courts). Henkel Germany hereby irrevocably appoints Henkel
America as its agent to receive, on its behalf, service of any
process, summons, notice or other document. Each Henkel Entity
agrees that service of any process, summons, notice or document
by U.S. registered mail to its respective address set forth in
Section 9.5 hereof shall be effective service of process for any
litigation brought against it in any such court. Each of the
parties hereto hereby irrevocably and unconditionally waives any
objection to the laying of venue of any litigation arising out of
this Agreement or the transactions contemplated hereby in the
courts of the State of Delaware, and hereby further irrevocably
and unconditionally waives and agrees not to plead or claim in
any such court that any such litigation brought in any such court
has been brought in an inconvenient forum.

9.5 Notices. All notices, requests, demands,
applications, services of process, and other communications which
are required to be or may be given under this Agreement shall be
deemed to have been duly given if sent by telex, telecopy or
facsimile transmission or delivered or mailed, certified first
class mail, postage prepaid, return receipt requested, to the
parties hereto at the following addresses:

To Loctite:

Loctite Corporation
10 Columbus Boulevard
Hartford, Connecticut 06106
Attention: General Counsel

- 14 -

<PAGE>

With copies to:

Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
Attention: Arthur Fleischer, Jr., P.C.

To any Henkel Entity:

Henkel Corporation
2200 Renaissance Boulevard
Gulph Mills, Pennsylvania 19406
Attention: Ernest G. Szoke, Esq.

With copies to:

Henkel KGaA
67 Henkelstrasse
40191 Dusseldorf-1
Germany
Attention: Dr. Karl Gruter

and to:

Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
Attention: Alan Appelbaum;

or to such other address as any party shall furnish to the other
by notice given in accordance with this Section 9.5. All such
notices, requests, demands and other communications shall be
deemed to have been duly given: at the time delivered by hand, if
personally delivered; three business days after being deposited
in the mail, postage prepaid, if mailed; when receipt is
acknowledged, if telecopied; and on the next business day, if
timely delivered (with charges prepaid) to a recognized national
air courier guaranteeing overnight delivery.

9.6 Further Assurances. Each party hereto shall
do and perform or cause to be done and performed all such further
acts and things and shall execute and deliver all such other
agreements, certificates, instruments and documents as any other
party may reasonably request in order to carry out the intent and
accomplish the purpose of this Agreement and the consummation of
the transactions contemplated hereby.

9.7 Specific Performance. The parties hereto
hereby acknowledge that each party hereto would suffer
irreparable injury and would not have an adequate remedy at law
for money damages if the provisions of this Agreement were not
performed in accordance with their terms. Each party hereto
agrees that the other parties hereto shall be entitled to
specific enforcement of the terms of this Agreement in addition

- 15 -

<PAGE>

to any other remedy to which they are entitled, at law or in
equity. Furthermore, if any action or proceeding shall be
instituted to enforce the provisions hereof, any party against
whom such action or proceeding is brought hereby waives the claim
or defense therein that there is an adequate remedy at law, and
agrees not to urge in any such action or proceeding the claim or
defense that such remedy at law exists.

9.8 Joint and Several Liability. Notwithstanding
anything to the contrary in this Agreement, it is expressly
understood and agreed that the obligations, covenants, agreements
and duties of each Henkel Entity under this Agreement shall be
joint and several and shall not be affected, modified or impaired
by the compromise, settlement, waiver, change, modification,
amendment (whether material or otherwise) or termination of any
or all of the obligations, covenants, agreements or duties of any
other Henkel Entity under this Agreement or by the taking of, or
the failure to take, or any delay on the part of Loctite in
taking, any action against any Henkel Entity to enforce, assert
or exercise any right, power or remedy conferred on Loctite by
this Agreement or otherwise.

9.9 Termination. This Agreement shall terminate
and be of no further force and effect on April 14, 2004, and upon
the termination of this Agreement, there shall be no liability on
the part of any party to this Agreement with respect to any of
the provisions hereof, with the sole exception that nothing
contained in this Agreement shall in any way relieve any party
hereto from liability for any breach of the provisions of this
Agreement for the period prior to its termination.

9.10 Rights of Action. (a) Except as set forth in
this Section 9.10, nothing in this Agreement shall be construed
to give any person or corporation (other than Loctite and the
Henkel Entities) any legal or equitable right, remedy or claim
under this Agreement. The parties agree that, at any time (but
only at such time) that there are no Outside Directors, the
rights of action by Loctite in respect of this Agreement shall be
vested in the respective holders of shares of Common Stock; and
any holder of shares of Common Stock, without the consent of any
other holder of shares of Common Stock, may, on his own behalf
and for his own benefit, enforce, and may institute and maintain
any suit, action or proceeding against any party to this
Agreement to enforce any provision of this Agreement. Without
limiting the foregoing or any remedies available to the holders
of shares of Common Stock, it is specifically acknowledged that
the holders of shares of Common Stock would not have an adequate
remedy at law for any breach of this Agreement and will be
entitled to specific performance of the obligations under, and
injunctive relief against actual or threatened violations of the
obligations of any party subject to, this Agreement.

(b) Each of the Henkel Entities hereby agrees that in
connection with any action by Loctite to enforce any provision

- 16 -

<PAGE>

of this Agreement against any of the Henkel Entities, none of the
Henkel Entities will take any action that would directly or
indirectly prevent Loctite from making the necessary funds and
personnel available to appropriately pursue such action.

9.11 Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall for all purposes
be deemed an original and all of which shall constitute the same
instrument.

IN WITNESS WHEREOF, each of the parties hereto has caused
this Agreement to be duly executed on its behalf as of the date
first above written.

LOCTITE CORPORATION

By: /s/ Eugene Miller
---------------------------------
Name: Eugene Miller
Title: Vice President and
General Counsel

HENKEL KOMMANDITGESELLSCHAFT
AUF AKTIEN

By: /s/ Jurgen Manchot
---------------------------------
Name: Jurgen Manchot
Title: Vice Chairman
Shareholders' Committee

By: /s/ Lothar Steinebach
---------------------------------
Name: Lothar Steinebach
Title: Associate General Counsel

HENKEL CORPORATION

By: /s/ Ernest G. Szoke
---------------------------------
Name: Ernest G. Szoke
Title: Secretary

- 17 -

<PAGE>

HC INVESTMENTS, INC.

By: /s/ Ernest G. Szoke
---------------------------------
Name: Ernest G. Szoke
Title: Secretary

- 18 -

<PAGE>

EXHIBIT (C)(5)

Execution Copy

- ------------------------------------------------------------------

LOCTITE CORPORATION

and

THE FIRST NATIONAL BANK OF BOSTON, as

Rights Agent

Rights Agreement

Dated as of April 14, 1994

- ------------------------------------------------------------------

<PAGE>

TABLE OF CONTENTS

Page

Section 1. Certain Definitions . . . . . . . . . . . . . 1

Section 2. Appointment of Rights Agent . . . . . . . . . 9

Section 3. Issue of Right Certificates . . . . . . . . . 9

Section 4. Form of Right Certificate . . . . . . . . . . 11

Section 5. Countersignature and Registration . . . . . . 12

Section 6. Transfer, Split-Up, Combination and
Exchange of Right Certificates;
Mutilated, Destroyed, Lost or
Stolen Right Certificate. . . . . . . . . . . 12

Section 7. Exercise of Rights; Purchase Price;
Expiration Date of Rights . . . . . . . . . . 13

Section 8. Cancellation and Destruction of
Right Certificates. . . . . . . . . . . . . . 16

Section 9. Reservation and Availability of
Common Shares . . . . . . . . . . . . . . . . 16

Section 10. Common Shares Record Date . . . . . . . . . . 17

Section 11. Adjustment of Purchase Price, Number
and Kind of Shares or Number of
Rights. . . . . . . . . . . . . . . . . . . . 18

Section 12. Certificate of Adjusted Purchase Price
or Number of Shares . . . . . . . . . . . . . 27

Section 13. Consolidation, Merger or Sale or Transfer
of Assets or Earning Power. . . . . . . . . . 27

Section 14. Fractional Rights and Fractional Shares . . . 30

Section 15. Rights of Action. . . . . . . . . . . . . . . 31

Section 16. Agreement of Right Holders. . . . . . . . . . 32

Section 17. Right Certificate Holder Not Deemed a
Stockholder . . . . . . . . . . . . . . . . . 32

<PAGE>

Section 18. Concerning the Rights Agent . . . . . . . . . 33

Section 19. Merger or Consolidation or Change of
Name of Rights Agent. . . . . . . . . . . . . 33

Section 20. Duties of Rights Agent. . . . . . . . . . . . 34

Section 21. Change of Rights Agent. . . . . . . . . . . . 37

Section 22. Issuance of New Right Certificates. . . . . . 38

Section 23. Redemption and Termination. . . . . . . . . . 38

Section 24. Exchange. . . . . . . . . . . . . . . . . . . 40

Section 25. Notice of Certain Events. . . . . . . . . . . 41

Section 26. Notices . . . . . . . . . . . . . . . . . . . 42

Section 27. Supplements and Amendments. . . . . . . . . . 43

Section 28. Determination and Actions by the Board
of Directors of the Corporation, etc. . . . . 44

Section 29. Successors. . . . . . . . . . . . . . . . . . 44

Section 30. Benefits of this Agreement. . . . . . . . . . 44

Section 31. Severability. . . . . . . . . . . . . . . . . 45

Section 32. Governing Law . . . . . . . . . . . . . . . . 45

Section 33. Counterparts. . . . . . . . . . . . . . . . . 45

Section 34. Descriptive Headings. . . . . . . . . . . . . 45

Signatures. . . . . . . . . . . . . . . . . . 46

Exhibit A-1 - Form of Transferee Agreement

Exhibit A-2 - Form of Transferee Executive Officer's Certificate

Exhibit B - Form of Right Certificate

Exhibit C - Summary of Rights to Purchase Common Shares

<PAGE>

Defined Term Cross Reference Sheet

Acquiring Person. . . . . . . . . . . . . . . Section 1(a)
Act . . . . . . . . . . . . . . . . . . . . . Section 1(b)
Adjustment Shares . . . . . . . . . . . . . . Section 11(a)(ii)
Adjusted Number of Shares . . . . . . . . . . Section 11(a)(iii)
Adjusted Purchase Price . . . . . . . . . . . Section 11(a)(iii)
Adverse Person. . . . . . . . . . . . . . . . Section 1(c)
Affiliate . . . . . . . . . . . . . . . . . . Section 1(d)
Agreement . . . . . . . . . . . . . . . . . . Preface
Associate . . . . . . . . . . . . . . . . . . Section 1(e)
Beneficial Owner. . . . . . . . . . . . . . . Section 1(f)
beneficially own. . . . . . . . . . . . . . . Section 1(f)
Business Day. . . . . . . . . . . . . . . . . Section 1(g)
capital stock equivalent. . . . . . . . . . . Section 11(a)(iii)
Close of business . . . . . . . . . . . . . . Section 1(h)
Common Shares . . . . . . . . . . . . . . . . Section 1(i)
Corporation . . . . . . . . . . . . . . . . . Preface
current per share market price. . . . . . . . Section 11(d)(i)
Disinterested Director. . . . . . . . . . . . Section 1(j)
Distribution Date . . . . . . . . . . . . . . Section 1(k)
Distribution Transaction. . . . . . . . . . . Section 1(l)
equivalent common shares. . . . . . . . . . . Section 11(b)
Exchange Act. . . . . . . . . . . . . . . . . Section 1(d)
Exchange Ratio. . . . . . . . . . . . . . . . Section 24(a)
Final Expiration Date . . . . . . . . . . . . Section 7(a)
Grandfathered Stockholder . . . . . . . . . . Section 1(n)
Henkel. . . . . . . . . . . . . . . . . . . . Section 1(o)
Henkel Percentage . . . . . . . . . . . . . . Section 1(p)
Interested Stockholder. . . . . . . . . . . . Section 1(q)
Krieble Family Group. . . . . . . . . . . . . Section 1(n)
Permitted Offer . . . . . . . . . . . . . . . Section 1(r)
Permitted Transfer. . . . . . . . . . . . . . Section 1(s)
Permitted Transferee. . . . . . . . . . . . . Section 1(t)
Person. . . . . . . . . . . . . . . . . . . . Section 1(u)
Principal Party . . . . . . . . . . . . . . . Section 13(b)
Proration Factor. . . . . . . . . . . . . . . Section 11(a)(iii)
Purchase Price. . . . . . . . . . . . . . . . Section 4(a)
Record Date . . . . . . . . . . . . . . . . . Preface
Redemption Date . . . . . . . . . . . . . . . Section 7(a)
Redemption Price. . . . . . . . . . . . . . . Section 23(a)(i)
Right . . . . . . . . . . . . . . . . . . . . Preface
Right Certificate . . . . . . . . . . . . . . Section 3(a)
Rights Agents . . . . . . . . . . . . . . . . Preface
Rights Agreement. . . . . . . . . . . . . . . Section 3(c)
Section 11(a)(ii) Event . . . . . . . . . . . Section 1(w)
Section 13 Event. . . . . . . . . . . . . . . Section 1(x)
Security. . . . . . . . . . . . . . . . . . . Section 11(d)
Shares Acquisition Date . . . . . . . . . . . Section 1(y)
Subsidiary. . . . . . . . . . . . . . . . . . Section 1(z)
Summary of Rights . . . . . . . . . . . . . . Section 3(b)
then outstanding. . . . . . . . . . . . . . . Section 1(f)(iii)

<PAGE>

Trading Day . . . . . . . . . . . . . . . . . Section 11(d)(i)
Transfer. . . . . . . . . . . . . . . . . . . Section 1(aa)
Transferee Agreement. . . . . . . . . . . . . Section 1(c)
Transferee Certificate. . . . . . . . . . . . Section 1(c)
Transfer Percentage . . . . . . . . . . . . . Section 1(bb)
Triggering Event. . . . . . . . . . . . . . . Section 1(cc)
Unaffiliated Director . . . . . . . . . . . . Section 1(dd)
voting securities . . . . . . . . . . . . . . Section 13(a)

<PAGE>

RIGHTS AGREEMENT

RIGHTS AGREEMENT, dated as of April 14, 1994 (the
"Agreement"), between Loctite Corporation, a Delaware corporation
(the "Corporation"), and The First National Bank of Boston, a
national banking association (the "Rights Agent").

The Board of Directors of the Corporation has
authorized and declared a dividend of one right (a "Right") for
each Common Share (as hereinafter defined) of the Corporation
outstanding at the close of business on April 25, 1994 (the
"Record Date"), each Right representing the right to purchase one
Common Share, upon the terms and subject to the conditions herein
set forth, and has further authorized and directed the issuance
of one Right with respect to each Common Share that shall become
outstanding between the Record Date and the earliest of the
Distribution Date, the Redemption Date or the Final Expiration
Date (as such terms are hereinafter defined); provided, however,
that Rights may be issued with respect to Common Shares that
shall become outstanding after the Distribution Date and prior to
the earlier of the Redemption Date and the Final Expiration Date
in accordance with the provisions of Section 22 of this
Agreement.

Accordingly, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as
follows:

Section 1. Certain Definitions. For purposes of this
Agreement, the following terms have the meanings indicated:

(a) "Acquiring Person" shall mean any Person who
or which, together with all Affiliates and Associates of such
Person, shall be the Beneficial Owner of 10% or more of the then
outstanding Common Shares (other than as a result of a Permitted
Offer (as hereinafter defined)) or was such a Beneficial Owner at
any time after the date hereof, whether or not such person
continues to be the Beneficial Owner of 10% or more of the
then outstanding Common Shares. Notwithstanding the foregoing,
(A) the term "Acquiring Person" shall not include (i) the
Corporation, (ii) any Subsidiary of the Corporation, (iii)
any employee benefit plan of the Corporation or of any
Subsidiary of the Corporation, (iv) any Person or entity
organized, appointed or established by the Corporation for
or pursuant to the terms of any such plan, or (v) any
Grandfathered Stockholder and (B) no Person (including, without
limitation, any Grandfathered Stockholder) shall become an

<PAGE>

"Acquiring Person" (and no Grandfathered Stockholder shall cease
to be a Grandfathered Stockholder):

(i) as a result of the acquisition of Common
Shares by the Corporation which, by reducing the number of
Common Shares outstanding, increases the proportional number
of shares beneficially owned by such Person together with
all Affiliates and Associates of such Person; provided that
if (1) a Person (including, without limitation, any
Grandfathered Stockholder) would become an Acquiring Person
(but for the operation of this subclause (i)) as a result of
the acquisition of Common Shares by the Corporation, and (2)
after such share acquisition by the Corporation, such
Person, or an Affiliate or Associate of such Person, becomes
the Beneficial Owner of any additional Common Shares, then
such Person shall be deemed an Acquiring Person; or

(ii) if (1) within five Business Days after
such Person would otherwise have become an Acquiring Person
(but for the operation of this subclause (ii)), such Person
notifies the Board of Directors that such Person did so
inadvertently, and (2) within two Business Days after such
notification, such Person divests itself of a sufficient
number of Common Shares so that such Person is the
Beneficial Owner of such number of Common Shares that such
Person no longer would be an Acquiring Person.

(b) "Act" shall mean the Securities Act of 1933,
as amended and as in effect on the date of this Agreement.

(c) "Adverse Person" shall mean any Person
declared to be an Adverse Person by a majority of the
Unaffiliated Directors of the Board of Directors of the
Corporation after having determined in its business judgment that
beneficial ownership by such Person of 10% or more of the
outstanding Common Shares would be reasonably likely to
materially adversely affect the Corporation or its stockholders.
In the event that in reliance upon the representations and
warranties of any Person set forth in the Transferee Agreement
for such Person, the Transfer Certificate for such Person and any
other instrument or document delivered to Loctite by such Person,
the Unaffiliated Directors determined that such Person was not an
Adverse Person, the Unaffiliated Directors may at any time
thereafter declare such Person to be an Adverse Person as of the
date of such declaration if the Unaffiliated Directors should at
any time determine that any representation and warranty made by
such Person in its Transferee Agreement, its Transferee
Certificate or any such other document or instrument delivered to
Loctite

<PAGE>

by such Person was incorrect at the time that it was made, and
upon such declaration by the Unaffiliated Directors, such Person
shall no longer be deemed to be a Permitted Transferee for any
purpose under this Agreement (including, without limitation, the
definition of Grandfathered Stockholder).

(d) "Affiliate" shall have the meaning ascribed to
such term in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended and in
effect on the date of this Agreement (the "Exchange Act").

(e) "Associate" shall have the meaning ascribed to
such term in Rule 12b-2 of the General Rules and Regulations
under the Exchange Act; provided, however, that notwithstanding
anything herein to the contrary, no Person shall be deemed an
Associate of Henkel for any purpose hereof or at any time
hereunder.

(f) A Person shall be deemed the "Beneficial
Owner" of and shall be deemed to "beneficially own" any
securities:

(i) which such Person or any of such Person's
Affiliates or Associates beneficially owns, directly or
indirectly;

(ii) which such Person or any of such Person's
Affiliates or Associates has (A) the right to acquire
(whether such right is exercisable immediately or only after
the passage of time) pursuant to any agreement, arrangement
or understanding, or upon the exercise of conversion rights,
exchange rights, rights (other than the Rights), warrants or
options, or otherwise; provided, however, that a Person
shall not be deemed the Beneficial Owner of, or to
beneficially own, securities tendered pursuant to a tender
or exchange offer made by or on behalf of such Person or any
of such Person's Affiliates or Associates until such
tendered securities are accepted for purchase or exchange;
or (B) the right to vote pursuant to any agreement,
arrangement or understanding; provided, however, that a
Person shall not be deemed the Beneficial Owner of, or to
beneficially own, any security if the agreement, arrangement
or understanding to vote such security (1) arises solely
from a revocable proxy or consent given to such Person in
response to a public proxy or consent solicitation made
pursuant to, and in accordance with, the applicable rules
and regulations promulgated under the Exchange Act and (2)
is not also then reportable on Schedule 13D under the
Exchange Act (or any comparable or successor report); or

<PAGE>

(iii) which are beneficially owned, directly
or indirectly, by any other Person (or any Affiliate or
Associate thereof) with which such Person (or any of such
Person's Affiliates or Associates) has any agreement,
arrangement or understanding (other than an agreement by
Henkel to Transfer to a proposed Permitted Transferee those
Common Shares subject to such proposed Permitted Transfer
and customary agreements with and between underwriters and
selling group members with respect to a bona fide public
offering of securities) relating to the acquisition,
holding, voting (except to the extent contemplated by the
proviso to Section l(f)(ii)(B)) or disposing of any
securities of the Corporation.

Notwithstanding anything in this definition of
Beneficial Ownership to the contrary, (A) Henkel shall not be
deemed the Beneficial Owner of, or to beneficially own, any
Common Shares held by any member of the Krieble Family Group as a
result of the right of first refusal over such Common Shares held
by Henkel until and to the extent that Henkel has exercised its
right of first refusal and purchased such Common Shares; (B) the
phrase "then outstanding", when used with reference to a Person's
Beneficial Ownership of securities of the Corporation, shall mean
the number of such securities then issued and outstanding
together with the number of such securities not then actually
issued and outstanding which such Person would be deemed to own
beneficially hereunder; and (C) the Corporation shall not be
deemed the Beneficial Owner of, or to beneficially own, any
Common Shares held by any member of the Krieble Family Group as a
result of the right of first refusal over such Common Shares that
may from time to time be held by the Corporation and such Common
Shares shall be deemed issued and outstanding for all purposes
hereunder, in each case, until and to the extent that the
Corporation has exercised its right of first refusal and
purchased such Common Shares.

(g) "Business Day" shall mean any day other than a
Saturday, Sunday or federal holiday.

(h) "Close of business" on any given date shall mean
5:00 P.M., Boston time, on such date; provided, however, that if
such date is not a Business Day it shall mean 5:00 P.M., Boston
time, on the next succeeding Business Day.

(i) "Common Shares" when used with reference to the
Corporation shall mean the shares of Common Stock, par value
$0.01 per share, of the Corporation or, in the event of a
subdivision, combination or consolidation with respect to such
shares of Common Stock, the shares of Common Stock resulting from
such subdivision, combination or consolidation.

<PAGE>

"Common Shares" when used with reference to any Person other
than the Corporation shall mean the capital stock (or equity
interest) with the greatest voting power of such other Person or,
if such other Person is a Subsidiary of another Person, the Person
or Persons which ultimately control such first-mentioned Person.

(j) "Disinterested Director" means any director of
the Board of Directors of the Corporation who is neither an officer
or employee of the Corporation nor any Person proposing or
attempting to effect a business combination or similar
transaction with the Corporation (including, without limitation,
a merger, tender offer or exchange offer, sale of substantially
all of the Corporation's assets, or liquidation of the
Corporation's assets), any Affiliate or Associate of such Person
or any other Person acting directly or indirectly on behalf of,
or as a representative of, or in concert with, any such Person,
Affiliate or Associate.

(k) "Distribution Date" shall have the meaning set
forth in Section 3 hereof.

(l) "Distribution Transaction" means any Transfer
of Common Shares by Henkel (i) pursuant to a public offering of
those Common Shares registered under Section 5 of the Securities
Act of 1933, as amended (the "Securities Act"), in connection
with which, each of the underwriters for such public offering
certifies to the Corporation that such Common Shares were widely
distributed in connection with such public offering and that, to
the best of such underwriter's knowledge, (A) no transferee of
such Common Shares in such public offering beneficially owns,
together with the Affiliates and Associates of such transferee
and after giving effect to the sale of such Common Shares in such
public offering, more than 1.0% of the then outstanding Common
Shares and (B) no more than three transferees of such Common
Shares in such public offering beneficially own, in each case
together with the Affiliates and Associates of such transferee
and after giving effect to the sale of such Common Shares in such
public offering, more than 0.5% of the then outstanding Common
Shares; or (ii) pursuant to a broker's transaction made in
compliance with the requirements of Rule 144 promulgated under
the Securities Act and in connection with which, the broker who
effects such broker's transaction certifies to the Corporation
that such Common Shares were widely distributed in connection
with such broker's transaction and, to the best of such broker's
knowledge, (A) no transferee of such Common Shares in such broker's
transaction beneficially owns, together with the Affiliates and
Associates of such transferee and after giving effect to the sale
of such Common Shares in such broker's transaction, more than
1.0% of the then outstanding Common Shares and (B) no more than
three transferees of such Common Shares in such broker's transaction

<PAGE>

beneficially own, in each case together with the Affiliates and
Associates of such transferee and after giving effect to the
sale of such Common Shares in such broker's transaction, more
than 0.5% of the then outstanding Common Shares.

(m) "Final Expiration Date" shall have the meaning
set forth in Section 7 hereof.

(n) "Grandfathered Stockholder" shall mean (i) Henkel,
(ii) Mr. Robert H. Krieble, Ms. Nancy B. Krieble, Mr. Frederick B.
Krieble, Ms. Collette C. Krieble, Mr. James P. Fusscas, Ms. Helen
K. Fusscas, Mr. Martin Wolman, Management I, Limited and
Management II, Limited, as a "group" (as such term is defined or
used under Rule 13d- 5(b) of the General Rules and Regulations
under the Exchange Act) (collectively as such group, the "Krieble
Family Group") and (iii) any Permitted Transferee; provided,
however, that, except as provided in Section 1(a)(B) hereof, (A)
Henkel shall cease to be a Grandfathered Stockholder at the time
after the date hereof, Henkel, together with all Affiliates of
Henkel, beneficially owns a percentage of the outstanding Common
Shares in excess of the Henkel Percentage then in effect (other
than as a result of a Permitted Offer), (B) the Krieble Family
Group shall cease to be a Grandfathered Stockholder at the time
after the date hereof any member of the Krieble Family Group, or
an Affiliate or Associate of any such member of the Krieble
Family Group, beneficially owns any additional Common Shares
(other than as a result of a stock dividend, a stock split, a
grant by the Corporation pursuant to a directors benefit plan
established by the Corporation of Common Shares or options to
purchase Common Shares (and the exercise thereof) or a Permitted
Offer), and (C) any Permitted Transferee shall cease to be a
Grandfathered Stockholder at the time such Permitted Transferee,
or an Affiliate or Associate of such Permitted Transferee,
beneficially owns any additional Common Shares (other than as a
result of a stock dividend, a stock split or a Permitted Offer).

(o) "Henkel" shall mean Henkel Corporation, a Delaware
corporation.

(p) "Henkel Percentage" shall mean 35% on the date
hereof. From and after the date hereof, the Henkel Percentage
shall be subject to adjustment, as follows: (i) in the event of
any Transfer of Common Shares by Henkel or any of its Affiliates
(other than to an Affiliate of Henkel) by any means other than
a Distribution Transaction, the Henkel Percentage then in effect
shall be reduced by the Transfer Percentage in respect
of such Transfer, (ii) in the event of Transfers of Common
Shares aggregating more than 10% of the outstanding Common
Shares by Henkel or any of its Affiliates by means of
Distribution Transactions, the Henkel Percentage then in

<PAGE>

effect shall be reduced by the aggregate Transfer Percentages
in respect of such Transfers aggregating more than 10% of
the outstanding Common Shares and (iii) in the event the
Corporation acquires any Common Shares, the Henkel Percentage
immediately following such acquisition shall be equal to the
greater of (A) the Henkel Percentage immediately prior to
such acquisition and (B) the percentage of the outstanding
Common Shares beneficially owned by Henkel immediately following
such acquisition.

(q) "Interested Stockholder" shall mean any Acquiring
Person or any Affiliate or Associate of an Acquiring Person or
any other Person in which any such Acquiring Person, Affiliate or
Associate has an interest, or any other Person acting directly or
indirectly on behalf of or in concert with any such Acquiring
Person, Affiliate or Associate.

(r) "Permitted Offer" shall mean a tender or exchange
offer for all outstanding Common Shares (A) which is at a price
and on terms determined, prior to the purchase of shares under
such tender or exchange offer, by at least (i) a majority of the
Disinterested Directors and (ii) a majority of all of the members
of the Board of Directors, to be adequate (taking into account
all factors that such directors deem relevant) and otherwise in
the best interests of the Corporation, its stockholders and its
other relevant constituencies (other than the Person or any
Affiliate or Associate thereof on whose basis the offer is being
made) taking into account all factors that such directors may
deem relevant or (B) (i) which remains open for a period of at
least 60 days after the tender or exchange offer has commenced
and (ii) the consummation of which results in the Person on whose
basis the tender or exchange offer is made becoming the
Beneficial Owner of more than 50% of the outstanding Common
Shares.

(s) "Permitted Transfer" means any Transfer of Common
Shares by Henkel, by the Krieble Family Group as a whole, or by
any Permitted Transferee (i) to any Person that (A) has not been
declared an Adverse Person by the Unaffiliated Directors, (B)
does not beneficially own, after giving effect to such Transfer,
(1) in the case of a Transfer from the Krieble Family Group or
any Permitted Transferee, any Common Shares other than the Common
Shares transferred by the Krieble Family Group or such Permitted
Transferee, as applicable, to such Person in such Transfer, or
(2) in the case of a Transfer from Henkel, a percentage of the
then outstanding Common Shares in excess of the lesser of (I)
the Henkel Percentage in effect immediately prior to such
proposed Permitted Transfer and (II) the sum of 0.3% of
the then outstanding Common Shares and the percentage of
the then outstanding Common Shares to be transferred by
Henkel to such Person in such proposed Permitted

<PAGE>

Transfer, (C) at least 30 days prior to the consummation of such
Transfer, executes and delivers to the Corporation an agreement,
substantially in the form of Exhibit A-1 attached hereto (a
"Transferee Agreement") and (D) immediately prior to the
consummation of such Transfer, executes and delivers to the
Corporation an executive officer's certificate, substantially in
the form of Exhibit A-2 attached hereto (a "Transferee
Certificate") and (ii) that is consummated on the "Closing Date"
referred to in the Transferee Agreement for such proposed
Permitted Transfer and pursuant to the terms and conditions set
forth in the "Acquisition Agreement" referred to in such
Transferee Agreement.

(t) "Permitted Transferee" means any transferee of
Common Shares pursuant to a Permitted Transfer.

(u) "Person" shall mean any individual, firm,
partnership, corporation, trust, association, joint venture or
other entity, and shall include any successor (by merger or
otherwise) of such entity.

(v) "Redemption Date" shall have the meaning set forth
in Section 7 hereof.

(w) "Section 11(a)(ii) Event" shall mean any event
described in Section 11(a)(ii) hereof.

(x) "Section 13 Event" shall mean any event described
in clause (x), (y) or (z) of Section 13(a) hereof.

(y) "Shares Acquisition Date" shall mean the first date
of public announcement (which, for purposes of this definition,
shall include, without limitation, a report filed pursuant to the
Exchange Act) by the Corporation or an Acquiring Person that an
Acquiring Person has become such.

(z) "Subsidiary" of any Person shall mean any
corporation or other Person of which a majority of the voting
power of the voting equity securities or equity interest is
owned, directly or indirectly, by such Person.

(aa) "Transfer" shall mean any sale, assignment, transfer
or other disposition.

(bb) "Transfer Percentage" means with respect to any
Transfer of Common Shares, the percentage of the then outstanding
Common Shares subject to such Transfer.

(cc) "Triggering Event" shall mean any Section 11(a)(ii)
Event or any Section 13 Event.

<PAGE>

(dd) "Unaffiliated Director" means, with respect to any
proposed Permitted Transfer, any director of the Board of
Directors of the Corporation who is neither a nominee or
representative of the proposed transferor in respect of such
Proposed Transfer, or any Affiliate or Associate of such proposed
transferor, nor an officer or employee of the Corporation.

Section 2. Appointment of Rights Agent. The Corporation
hereby appoints the Rights Agent to act as agent for the
Corporation and the holders of the Rights (who, in accordance
with Section 3 hereof, shall prior to the Distribution Date also
be the holders of Common Shares) in accordance with the terms and
conditions hereof, and the Rights Agent hereby accepts such
appointment. The Corporation may from time to time appoint such
co- Rights Agents as it may deem necessary or desirable.

Section 3. Issue of Right Certificates. (a) Until the
earlier of (i) the Shares Acquisition Date or (ii) the close of
business on the tenth day (or such later date as may be
determined by action of the Corporation's Board of Directors)
after the date of the commencement by any Person (other than the
Corporation, any Subsidiary of the Corporation, any employee
benefit plan of the Corporation or of any Subsidiary of the
Corporation or any Person or entity organized, appointed or
established by the Corporation for or pursuant to the terms of
any such plan) of, or of the first public announcement of the
intention of any Person (other than the Corporation, any
Subsidiary of the Corporation, any employee benefit plan of the
Corporation or of any Subsidiary of the Corporation or any Person
or entity organized, appointed or established by the Corporation
for or pursuant to the terms of any such plan) to commence (which
intention to commence remains in effect for five Business Days
after such announcement), a tender or exchange offer the
consummation of which would result in any Person becoming an
Acquiring Person (including, in the case of both (i) and (ii),
any such date which is after the date of this Agreement and prior
to the issuance of the Rights), the earlier of such dates being
herein referred to as the "Distribution Date", (x) the Rights
will be evidenced (subject to the provisions of Section 3(b)
hereof) by the certificates for Common Shares registered in the
names of the holders thereof (which certificates shall also be
deemed to be Right Certificates) and not by separate Right
Certificates, and (y) the right to receive Right Certificates
will be transferable only in connection with the transfer of the
underlying Common Shares (including a transfer to the
Corporation); provided, however, that if a tender offer prior to
the occurrence of a Distribution Date is terminated, then no
Distribution Date shall occur as a result of such tender offer.
As soon as practicable after the Distribution Date, the

<PAGE>

Corporation will prepare and execute, the Rights Agent will
countersign, and the Corporation will send or cause to be sent
by first-class, postage-prepaid mail, to each record holder of
Common Shares as of the close of business on the Distribution Date,
at the address of such holder shown on the records of the Corporation,
a Right Certificate, substantially in the form of Exhibit B
hereto (a "Right Certificate"), evidencing one Right for each
Common Share so held. As of and after the Distribution Date, the
Rights will be evidenced solely by such Right Certificates.

(b) As promptly as practicable following the Record
Date, the Corporation will send a copy of a Summary of Rights
to Purchase Common Shares, in substantially the form of
Exhibit C hereto (the "Summary of Rights"), by first-class,
postage-prepaid mail, to each record holder of Common Shares as
of the close of business on the Record Date, at the address of
such holder shown on the records of the Corporation. With respect
to certificates for Common Shares outstanding as of the Record
Date, until the Distribution Date, the Rights will be evidenced
by such certificates registered in the names of the holders
thereof together with a copy of the Summary of Rights attached
thereto. Until the Distribution Date (or the earlier of the
Redemption Date or the Final Expiration Date), the surrender for
transfer of any certificate for Common Shares outstanding on the
Record Date, with or without a copy of the Summary of Rights
attached thereto, shall also constitute the transfer of the
Rights associated with such Common Shares.

(c) Certificates for Common Shares which become outstanding
(including, without limitation, reacquired Common Shares referred
to in the last sentence of this paragraph (c)) after the Record
Date but prior to the earliest of the Distribution Date, and the
Redemption Date or the Final Expiration Date shall be deemed also
to be certificates for Rights, and shall bear the following
legend:

This certificate also evidences and entitles the holder
hereof to certain rights as set forth in a Rights Agreement
between Loctite Corporation and The First National Bank of
Boston, dated as of April 14, 1994 (the "Rights Agreement"), the
terms of which are hereby incorporated herein by reference and a
copy of which is on file at the principal executive offices of
Loctite Corporation. Under certain circumstances, as set forth in
the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate.
Loctite Corporation will mail to the holder of this certificate a
copy of the Rights Agreement without charge after receipt of a
written request therefor. Under certain circumstances set forth
in the Rights

<PAGE>

Agreement, Rights issued to, or held by, any Person who is, was
or becomes an Acquiring Person or an Affiliate or Associate
thereof (as defined in the Rights Agreement) and certain related
persons, whether currently held by or on behalf of such Person or
by any subsequent holder, may become null and void.

With respect to such certificates containing the foregoing
legend, until the Distribution Date, the Rights associated with
the Common Shares represented by such certificates shall be
evidenced by such certificates alone, and the surrender for
transfer of any such certificate shall also constitute the
transfer of the Rights associated with the Common Shares
represented thereby. In the event that the Corporation purchases
or acquires any Common Shares after the Record Date but prior to
the Distribution Date, any Rights associated with such Common
Shares shall be deemed canceled and retired so that the
Corporation shall not be entitled to exercise any Rights
associated with the Common Shares which are no longer
outstanding.

Section 4. Form of Right Certificate. (a) The Right
Certificates (and the forms of election to purchase and of
assignment to be printed on the reverse thereof) shall be
substantially in the form set forth in Exhibit B hereto and may
have such marks of identification or designation and such
legends, summaries or endorsements printed thereon as the
Corporation may deem appropriate and as are not inconsistent with
the provisions of this Agreement, or as may be required to comply
with any applicable law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock
exchange on which the Rights may from time to time be listed, or
to conform to usage. Subject to the provisions of Section 11 and
Section 22 hereof, the Right Certificates shall entitle the
holders thereof to purchase such number of Common Shares as shall
be set forth therein at the price per Common Share set forth
therein (the "Purchase Price"), but the amount and type of
securities purchasable upon the exercise of each Right and the
Purchase Price thereof shall be subject to adjustment as provided
herein.

(b) Any Right Certificate issued pursuant to Section 3(a) or
Section 22 hereof that represents Rights which are null and void
pursuant to Section 7(e) of this Agreement and any Right
Certificate issued pursuant to Section 6 or Section 11 hereof
upon transfer, exchange, replacement or adjustment of any other
Right Certificate referred to in this sentence, shall contain (to
the extent feasible) the following legend:

<PAGE>

The Rights represented by this Right Certificate are or were
beneficially owned by a Person who was or became an Acquiring
Person or an Affiliate or Associate of an Acquiring Person (as
such terms are defined in the Rights Agreement). Accordingly,
this Right Certificate and the Rights represented hereby are null
and void.

Provisions of Section 7(e) of this Rights Agreement shall be
operative whether or not the foregoing legend is contained on any
such Right Certificate.

Section 5. Countersignature and Registration. The Right
Certificates shall be executed on behalf of the Corporation by
its Chairman of the Board, its Chief Executive Officer, its
President, any of its Vice Presidents, or its Treasurer, either
manually or by facsimile signature, shall have affixed thereto
the Corporation's seal or a facsimile thereof, and shall be
attested by the Secretary or an Assistant Secretary of the
Corporation, either manually or by facsimile signature. The Right
Certificates shall be countersigned by the Rights Agent and shall
not be valid for any purpose unless so countersigned. In case any
officer of the Corporation who shall have signed any of the Right
Certificates shall cease to be such officer of the Corporation
before countersignature by the Rights Agent and issuance and
delivery by the Corporation, such Right Certificates may
nevertheless be countersigned by the Rights Agent and issued and
delivered by the Corporation with the same force and effect as
though the person who signed such Right Certificates had not
ceased to be such officer of the Corporation; and any Right
Certificate may be signed on behalf of the Corporation by any
person who, at the actual date of the execution of such Right
Certificate, shall be a proper officer of the Corporation to sign
such Right Certificate, although at the date of the execution of
this Rights Agreement any such person was not such an officer.

Following the Distribution Date, the Rights Agent will keep
or cause to be kept, at its office designated as the appropriate
place for surrender of such Right Certificate or transfer, books
for registration and transfer of the Right Certificates issued
hereunder. Such books shall show the names and addresses of the
respective holders of the Right Certificates, the number of
Rights evidenced on its face by each of the Right Certificates
and the certificate number and the date of each of the Right
Certificates.

Section 6. Transfer, Split-Up, Combination and Exchange of
Right Certificates; Mutilated, Destroyed, Lost or Stolen Right
Certificate. Subject to the provisions of Section 4(b), Section
7(e) and Section 14 hereof, at any time after the

<PAGE>

close of business on the Distribution Date, and at or prior to
the close of business on the earlier of the Redemption Date or
the Final Expiration Date, any Right Certificate or Right
Certificates may be transferred, split up, combined or exchanged
for another Right Certificate or Right Certificates, entitling
the registered holder to purchase a like number of Common Shares
as the Right Certificate or Right Certificates surrendered then
entitled such holder (or former holder in the case of a transfer)
to purchase. Any registered holder desiring to transfer, split
up, combine or exchange any Right Certificate or Right
Certificates shall make such request in writing delivered to the
Rights Agent, and shall surrender the Right Certificate or Right
Certificates to be transferred, split up, combined or exchanged
at the office of the Rights Agent designated for such purpose.
Neither the Rights Agent nor the Corporation shall be obligated
to take any action whatsoever with respect to the transfer of any
such surrendered Right Certificate until the registered holder
shall have completed and signed the certificate contained in the
form of assignment on the reverse side of such Right Certificate
and shall have provided such additional evidence of the identity
of the Beneficial Owner (or former Beneficial Owner) or
Affiliates or Associates thereof as the Corporation shall
reasonably request. Thereupon the Rights Agent shall, subject to
Section 4(b), Section 7(e) and Section 14 hereof, countersign and
deliver to the Person entitled thereto a Right Certificate or
Right Certificates, as the case may be, as so requested. The
Corporation may require payment of a sum sufficient to cover any
tax or governmental charge that may be imposed in connection with
any transfer, split up, combination or exchange of Right
Certificates.

Upon receipt by the Corporation and the Rights Agent of
evidence reasonably satisfactory to them of the loss, theft,
destruction or mutilation of a Right Certificate, and, in case of
loss, theft or destruction, of indemnity or security reasonably
satisfactory to them, and, at the Corporation's request,
reimbursement to the Corporation and the Rights Agent of all
reasonable expenses incidental thereto, and upon surrender to the
Rights Agent and cancellation of the Right Certificate if
mutilated, the Corporation will make and deliver a new Right
Certificate of like tenor to the Rights Agent for
countersignature and delivery to the registered holder in lieu of
the Right Certificate so lost, stolen, destroyed or mutilated.

Section 7. Exercise of Rights; Purchase Price; Expiration
Date of Rights. (a) Subject to Section 7(e) hereof, the
registered holder of any Right Certificate may exercise the
Rights evidenced thereby (except as otherwise provided herein) in
whole or in part at any time after the Distribution Date upon
surrender of the Right Certificate, with

<PAGE>

the form of election to purchase and the certificate on the
reverse side thereof duly executed, to the Rights Agent at the
principal office or offices of the Rights Agent designated for
such purpose, together with payment of the aggregate Purchase
Price for the total number of Common Shares (or other securities,
as the case may be) as to which such surrendered Rights are
exercised, at or prior to the earliest of (i) the close of
business on April 14, 2004 (the "Final Expiration Date"), (ii)
the time at which the Rights are redeemed as provided in Section
23 hereof (the "Redemption Date") or (iii) the consummation of a
transaction contemplated by Section 13(d) hereof.

(b) The Purchase Price for each Common Share pursuant
to the exercise of a Right shall initially be $175.00, shall be
subject to adjustment from time to time as provided in Sections 11
and 13(a) hereof and shall be payable in accordance with paragraph
(c) below.

(c) Upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase and the
certificate duly executed, accompanied by payment of the Purchase
Price for the Common Shares (or other securities, as the case may
be) to be purchased and an amount equal to any applicable
transfer tax required to be paid by the holder of such Right
Certificate in accordance with Section 6 hereof by certified
check, cashier's check or money order payable to the order of the
Corporation, the Rights Agent shall thereupon promptly (i) (A)
requisition from any transfer agent of the Common Shares
certificates for the number of Common Shares to be purchased and
the Corporation hereby irrevocably authorizes its transfer agent
to comply with all such requests, or (B) if the Corporation, in
its sole discretion, shall have elected to deposit the Common
Shares issuable upon exercise of the Rights hereunder into a
depositary, requisition from the depositary agent depositary
receipts representing such number of Common Shares as are to be
purchased (in which case certificates for the Common Shares
represented by such receipts shall be deposited by the transfer
agent with the depositary agent) and the Corporation will direct
the depositary agent to comply with such requests, (ii) when
appropriate, requisition from the Corporation the amount of cash
to be paid in lieu of issuance of fractional shares in accordance
with Section 14 hereof, (iii) after receipt of such certificates
or depositary receipts, cause the same to be delivered to or upon
the order of the registered holder of such Right Certificate,
registered in such name or names as may be designated by such
holder, and (iv) when appropriate, after receipt thereof, deliver
such cash to or upon the order of the registered holder of such
Right Certificate. In the event that the Corporation is obligated
to issue other securities of the Corporation pursuant to Section
11(a) hereof, the Corporation will make all arrangements

<PAGE>

necessary so that such other securities are available for
distribution by the Rights Agent, if and when appropriate.

In addition, in the case of an exercise of the Rights by a
holder pursuant to Section 11(a)(ii), the Rights Agent shall
return such Right Certificate to the registered holder thereof
after imprinting, stamping or otherwise indicating thereon that
the rights represented by such Right Certificate no longer
include the rights provided by Section 11(a)(ii) of the Rights
Agreement and if less than all the Rights represented by such
Right Certificate were so exercised, the Rights Agent shall
indicate on the Right Certificate the number of Rights
represented thereby which continue to include the rights provided
by Section 11(a)(ii).

(d) In case the registered holder of any Right
Certificate shall exercise less than all the Rights evidenced thereby,
a new Right Certificate evidencing Rights equivalent to the Rights
remaining unexercised shall be issued by the Rights Agent to the
registered holder of such Right Certificate or to his duly
authorized assigns, subject to the provisions of Section 14
hereof, or the Rights Agent shall place an appropriate notation
on the Right Certificate with respect to those Rights exercised.

(e) Notwithstanding anything in this Agreement to
the contrary, from and after the first occurrence of a Section
11(a)(ii) Event, any Rights beneficially owned by (i) an
Acquiring Person or an Affiliate or Associate of an Acquiring
Person, (ii) a transferee of an Acquiring Person (or of any
Affiliate or Associate thereof) who becomes a transferee after
the Acquiring Person becomes such, or (iii) a transferee of an
Acquiring Person (or of any Affiliate or Associate thereof) who
becomes a transferee prior to or concurrently with the Acquiring
Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the
Acquiring Person to holders of equity interests in such Acquiring
Person or to any Person with whom the Acquiring Person has a
continuing agreement, arrangement or understanding regarding the
transferred Rights or (B) a transfer which the Board of Directors
of the Corporation has determined is part of a plan, arrangement
or understanding which has as a primary purpose or effect the
avoidance of this Section 7(e), shall become null and void
without any further action and no holder of such Rights shall
have any rights whatsoever with respect to such Rights, whether
under any provision of this Agreement or otherwise. The
Corporation shall use all reasonable efforts to insure that the
provisions of this Section 7(e) and Section 4(b) hereof are
complied with, but shall have no liability to any holder of Right
Certificates or other Person as a result of its failure to make

<PAGE>

any determinations with respect to an Acquiring Person or
its Affiliates, Associates or transferees hereunder.

(f) Notwithstanding anything in this Agreement to
the contrary, neither the Rights Agent nor the Corporation shall be
obligated to undertake any action with respect to a registered
holder upon the occurrence of any purported exercise as set forth
in this Section 7 unless such registered holder shall have (i)
completed and signed the certificate contained in the form of
election to purchase set forth on the reverse side of the Right
Certificate surrendered for such exercise, and (ii) provided such
additional evidence of the identity of the Beneficial Owner (or
former Beneficial Owner) or Affiliates or Associates thereof as
the Corporation shall reasonably request.

Section 8. Cancellation and Destruction of Right
Certificates. All Right Certificates surrendered for the purpose
of exercise, transfer, split up, combination or exchange shall,
if surrendered to the Corporation or to any of its agents, be
delivered to the Rights Agent for cancellation or in canceled
form, or, if surrendered to the Rights Agent, shall be canceled
by it, and no Right Certificates shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this
Rights Agreement. The Corporation shall deliver to the Rights
Agent for cancellation and retirement, and the Rights Agent shall
so cancel and retire, any other Right Certificate purchased or
acquired by the Corporation otherwise than upon the exercise
thereof. The Rights Agent shall deliver all canceled Right
Certificates to the Corporation, or shall, at the written request
of the Corporation, destroy such canceled Right Certificates, and
in such case shall deliver a certificate of destruction thereof
to the Corporation.

Section 9. Reservation and Availability of Common Shares.
The Corporation covenants and agrees that at all times prior to
the occurrence of a Section 11(a)(ii) Event it will cause to be
reserved and kept available out of its authorized and unissued
Common Shares, or any authorized and issued Common Shares held in
its treasury, the number of Common Shares that will be sufficient
to permit the exercise in full of all outstanding Rights and,
after the occurrence of a Section 11(a)(ii) Event, shall, to the
extent reasonably practicable, so reserve and keep available a
sufficient number of Common Shares (and/or other securities)
which may be required to permit the exercise in full of the
Rights pursuant to this Agreement.

So long as the Common Shares (or other securities, as the
case may be) issuable upon the exercise of the Rights may be
listed on any national securities exchange, the Corporation

<PAGE>

shall use its best efforts to cause, from and after such time as
the Rights become exercisable, all shares reserved for such
issuance to be listed on such exchange upon official notice of
issuance upon such exercise.

The Corporation covenants and agrees that it will take all
such action as may be necessary to ensure that all Common Shares
(or other securities, as the case may be) delivered upon exercise
of Rights shall, at the time of delivery of the certificates for
such shares or other securities (subject to payment of the
Purchase Price), be duly and validly authorized and issued and
fully paid and non-assessable shares or securities.

The Corporation further covenants and agrees that it will
pay when due and payable any and all U.S. federal and state
transfer taxes and charges which may be payable in respect of the
issuance or delivery of the Right Certificates or of any Common
Shares (or other securities, as the case may be) upon the
exercise of Rights. The Corporation shall not, however, be
required to pay any transfer tax which may be payable in respect
of any transfer or delivery of Right Certificates to a person
other than, or the issuance or delivery of certificates or
depositary receipts for the Common Shares (or other securities,
as the case may be) in a name other than that of, the registered
holder of the Right Certificate evidencing Rights surrendered for
exercise, or to issue or to deliver any certificates or
depositary receipts for Common Shares (or other securities, as
the case may be) upon the exercise of any Rights, until any such
tax shall have been paid (any such tax being payable by the
holder of such Right Certificate at the time of surrender) or
until it has been established to the Corporation's reasonable
satisfaction that no such tax is due.

The Corporation shall use its best efforts to (i) file, as
soon as practicable following the Shares Acquisition Date (or, if
required by law, at such earlier time following the Distribution
Date as so required), a registration statement under the Act,
with respect to the securities purchasable upon exercise of the
Rights on an appropriate form, (ii) cause such registration
statement to become effective as soon as practicable after such
filing, and (iii) cause such registration statement to remain
effective (with a prospectus at all times meeting the
requirements of the Act and the rules and regulations thereunder)
until the date of the expiration of the rights provided by
Section 11(a)(ii). The Corporation will also take such action as
may be appropriate under the blue sky laws of the various states.

Section 10. Common Shares Record Date. Each person in whose
name any certificate for Common Shares (or other

<PAGE>

securities, as the case may be) is issued upon the exercise
of Rights shall for all purposes be deemed to have become the
holder of record of the Common Shares (or other securities, as
the case may be) represented thereby on, and such certificate
shall be dated, the date upon which the Right Certificate
evidencing such Rights was duly surrendered and payment of the
Purchase Price (and any applicable transfer taxes) was made;
provided, however, that, if the date of such surrender and
payment is a date upon which the Common Shares (or other
securities, as the case may be) transfer books of the Corporation
are closed, such person shall be deemed to have become the record
holder of such shares on, and such certificate shall be dated,
the next succeeding Business Day on which the Common Shares (or
other securities, as the case may be) transfer books of the
Corporation are open.

Section 11. Adjustment of Purchase Price, Number and Kind
of Shares or Number of Rights. The Purchase Price, the number and
kind of shares covered by each Right and the number of Rights
outstanding are subject to adjustment from time to time as
provided in this Section 11.

(a)(i) In the event the Corporation shall at any time
after the date of this Agreement (A) declare a dividend on the Common
Shares payable in Common Shares, (B) subdivide the outstanding
Common Shares, (C) combine the outstanding Common Shares into a
smaller number of Common Shares or (D) issue any shares of its
capital stock in a reclassification of the Common Shares
(including any such reclassification in connection with a
consolidation or merger in which the Corporation is the
continuing or surviving corporation), except as otherwise
provided in this Section 11(a) and Section 7(e) hereof, the
Purchase Price in effect at the time of the record date for such
dividend or of the effective date of such subdivision,
combination or reclassification, and the number and kind of
shares of capital stock issuable on such date, shall be
proportionately adjusted so that the holder of any Right
exercised after such time shall be entitled to receive the
aggregate number and kind of shares of capital stock which, if
such Right had been exercised immediately prior to such date and
at a time when the Common Shares transfer books of the
Corporation were open, such holder would have owned upon such
exercise and been entitled to receive by virtue of such dividend,
subdivision, combination or reclassification; provided, however,
that in no event shall the consideration to be paid upon the exercise
of one Right be less than the aggregate par value of the shares of
capital stock of the Corporation issuable upon exercise of one Right.
If an event occurs which would require an adjustment under both
Section 11(a)(i) and Section 11(a)(ii), the adjustment provided
for in this Section 11(a)(i) shall be in addition to, and shall

<PAGE>

be made prior to, any adjustment required pursuant to
Section 11(a)(ii).

(ii) In the event any Person, alone or together
with its Affiliates and Associates, shall become an Acquiring Person,
then proper provision shall be made so that each holder of a Right
(except as provided below and in Section 7(e) hereof) shall, for
a period of 60 days after the later of the occurrence of any such
event or the effective date of an appropriate registration
statement under the Act pursuant to Section 9 hereof, have a
right to receive, upon exercise thereof at a price equal to the
then current Purchase Price, in accordance with the terms of this
Agreement, such number of Common Shares as shall equal the result
obtained by (x) multiplying the then current Purchase Price by
the then number of Common Shares for which a Right was
exercisable immediately prior to the first occurrence of a
Section 11(a)(ii) Event, and dividing that product by (y) 50% of
the then current per share market price of the Corporation's
Common Shares (determined pursuant to Section 11(d) hereof) on
the date of such first occurrence (such number of shares being
referred to as the "Adjustment Shares"); provided, however, that
if the transaction that would otherwise give rise to the
foregoing adjustment is also subject to the provisions of Section
13 hereof, then only the provisions of Section 13 hereof shall
apply and no adjustment shall be made pursuant to this Section
11(a)(ii).

(iii) In the event that there shall not be
sufficient treasury shares or authorized but unissued (and un-
reserved) Common Shares to permit the exercise in full of the Rights
in accordance with the foregoing subparagraph (ii) and the Rights
become so exercisable, notwithstanding any other provision of
this Agreement, to the extent necessary and permitted by
applicable law, each Right shall thereafter represent the right
to receive, upon exercise thereof at the then current Purchase
Price in accordance with the terms of this Agreement, (x) a
number of (or fractions of) Common Shares (up to the maximum
number of Common Shares which may permissibly be issued) and (y)
a number of (or fractions of) other equity securities of the
Corporation (or, in the discretion of the Board of Directors of
the Corporation, debt) which the Board of Directors of the
Corporation has determined to have the same aggregate current
market value (determined pursuant to Section 11(d)(i) and (ii)
hereof, to the extent applicable) as one Common Share (such
number of (or fractions of) Common Shares (or other equity
securities or debt of the Corporation) being referred to as a
"capital stock equivalent"), equal in the aggregate to the number
of Adjustment Shares; provided, however, if sufficient Common
Shares and/or capital stock equivalents are unavailable, then the
Corporation shall, to the extent permitted by applicable

<PAGE>

law, take all such action as may be necessary to authorize
additional Common Shares or capital stock equivalents for
issuance upon exercise of the Rights, including the calling of a
meeting of stockholders; and provided, further, that if the
Corporation is unable to cause sufficient Common Shares and/or
capital stock equivalents to be available for issuance upon
exercise in full of the Rights, then each Right shall thereafter
represent the right to receive the Adjusted Number of Shares upon
exercise at the Adjusted Purchase Price (as such terms are
hereinafter defined). As used herein, the term "Adjusted Number
of Shares" shall be equal to that number of (or fractions of)
Common Shares (and/or capital stock equivalents) equal to the
product of (x) the number of Adjustment Shares and (y) a
fraction, the numerator of which is the number of Common Shares
(and/or capital stock equivalents) available for issuance upon
exercise of the Rights and the denominator of which is the
aggregate number of Adjustment Shares otherwise issuable upon
exercise in full of all Rights (assuming there were a sufficient
number of Common Shares available) (such fraction being referred
to as the "Proration Factor"). The "Adjusted Purchase Price"
shall mean the product of the Purchase Price and the Proration
Factor. The Board of Directors of the Corporation may, but shall
not be required to, establish procedures to allocate the right to
receive Common Shares and capital stock equivalents upon exercise
of the Rights among holders of Rights.

(b) In case the Corporation shall fix a record date
for the issuance of rights (other than the Rights), options or
warrants to all holders of Common Shares entitling them (for a period
expiring within 45 calendar days after such record date) to
subscribe for or purchase Common Shares (or shares having the
same rights and privileges as the Common Shares ("equivalent
common shares")) or securities convertible into Common Shares or
equivalent common shares at a price per Common Share or
equivalent common share (or having a conversion price per share,
if a security convertible into Common Shares or equivalent common
shares) less than the then current per share market price of the
Common Shares (as determined pursuant to Section 11(d) hereof) on
such record date, the Purchase Price to be in effect after such
record date shall be determined by multiplying the Purchase Price
in effect immediately prior to such record date by a fraction,
the numerator of which shall be the number of Common Shares
outstanding on such record date plus the number of Common Shares
which the aggregate offering price of the total number of Common
Shares and/or equivalent common shares so to be offered (and/or
the aggregate initial conversion price of the convertible
securities so to be offered) would purchase at such current per
share market price, and the denominator of which shall be the
number of Common Shares outstanding on such record date plus the
number of additional Common Shares and/or

<PAGE>

equivalent common shares to be offered for subscription or
purchase (or into which the convertible securities so to be
offered are initially convertible); provided, however, that in no
event shall the consideration to be paid upon the exercise of one
Right be less than the aggregate par value of the shares of
capital stock of the Corporation issuable upon exercise of one
Right. In case such subscription price may be paid in a
consideration part or all of which shall be in a form other than
cash, the value of such consideration shall be determined in good
faith by the Board of Directors of the Corporation, whose
determination shall be described in a statement filed with the
Rights Agent and shall be binding on the Rights Agent. Common
Shares owned by or held for the account of the Corporation shall
not be deemed outstanding for the purpose of any such
computation. Such adjustment shall be made successively whenever
such a record date is fixed; and in the event that such rights,
options or warrants are not so issued, the Purchase Price shall
be adjusted to be the Purchase Price which would then be in
effect if such record date had not been fixed.

(c) In case the Corporation shall fix a record date
for the making of a distribution to all holders of the Common
Shares (including any such distribution made in connection with a
consolidation or merger in which the Corporation is the
continuing or surviving corporation) of evidences of indebtedness
or assets (other than a regular quarterly cash dividend or a
dividend payable in Common Shares) or subscription rights or
warrants (excluding those referred to in Section 11(b) hereof),
the Purchase Price to be in effect after such record date shall
be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the
numerator of which shall be the then current per share market
price (as determined pursuant to Section 11(d) hereof) of the
Common Shares on such record date, less the fair market value (as
determined in good faith by the Board of Directors of the
Corporation, whose determination shall be described in a
statement filed with the Rights Agent and shall be binding on the
Rights Agent) of the portion of the assets or evidences of
indebtedness so to be distributed or of such subscription rights
or warrants applicable to one Common Share and the denominator of
which shall be such current per share market price of the Common
Shares; provided, however, that in no event shall the
consideration to be paid upon the exercise of one Right be less
than the aggregate par value of the shares of capital stock of
the Corporation to be issued upon exercise of one Right. Such
adjustments shall be made successively whenever such a record
date is fixed; and in the event that such distribution is not so
made, the Purchase Price shall again be adjusted to be the
Purchase Price which would then be in effect if such record date
had not been fixed.

<PAGE>

(d)(i) For the purpose of any computation hereunder,
the "current per share market price" of any security (a "Security"
for the purpose of this Section 11(d)(i)) on any date shall be
deemed to be the average of the daily closing prices per share of
such Security for the thirty (30) consecutive Trading Days (as
such term is hereinafter defined) immediately prior to such date;
provided, however, that in the event that the current per share
market price of the Security is determined during a period
following the announcement by the issuer of such Security of (A)
a dividend or distribution on such Security payable in shares of
such Security or securities convertible into such shares, or (B)
any subdivision, combination or reclassification of such Security
and prior to the expiration of thirty (30) Trading Days after the
ex-dividend date for such dividend or distribution, or the record
date for such subdivision, combination or reclassification, then,
and in each such case, the current per share market price shall
be appropriately adjusted to reflect the current market price per
share equivalent of such Security. The closing price for each day
shall be the last sale price, regular way, or, in case no such
sale takes place on such day, the average of the closing bid and
asked prices, regular way, in either case as reported in the
principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock
Exchange or, if the Security is not listed or admitted to trading
on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange
on which the Security is listed or admitted to trading or, if the
Security is not listed or admitted to trading on any national
securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the
over-the-counter market, as reported by the National Association
of Securities Dealers, Inc. Automated Quotations System
("NASDAQ") or such other system then in use, or, if on any such
date the Security is not quoted by any such organization, the
average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Security
selected by the Board of Directors of the Corporation. If on any
such date no such market maker is making a market in the
Security, the fair value of the Security on such date as
determined in good faith by the Board of Directors of the
Corporation shall be used. The term "Trading Day" shall mean a
day on which the principal national securities exchange on which
the Security is listed or admitted to trading is open for the
transaction of business or, if the Security is not listed or
admitted to trading on any national securities exchange, a
Business Day.

(ii) For the purpose of any computation here-
under, the "current per share market price" of the Common
Shares shall be determined in accordance with the method set

<PAGE>

forth in Section 11(d)(i). If the Common Shares are not publicly
traded, the "current per share market price" of the Common Shares
shall mean the fair value per share as determined in good faith
by the Board of Directors of the Corporation, whose determination
shall be described in a statement filed with the Rights Agent and
shall be binding on the Rights Agent.

(e) Notwithstanding anything herein to the contrary,
no adjustment in the Purchase Price shall be required unless such
adjustment would require an increase or decrease of at least 1%
in the Purchase Price; provided, however, that any adjustments
which by reason of this Section 11(e) are not required to be made
shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this Section 11 shall be made
to the nearest cent or to the nearest hundred thousandth of a
Common Share or thousandth of any other share or security as the
case may be. Notwithstanding the first sentence of this Section
11(e), any adjustment required by this Section 11 shall be made
no later than the earlier of (i) three (3) years from the date of
the transaction which mandates such adjustment or (ii) the Final
Expiration Date.

(f) If as a result of an adjustment made pursuant to
Section 11(a)(ii) or Section 13(a) hereof, the holder of any Right
thereafter exercised shall become entitled to receive any shares
of capital stock of the Corporation other than Common Shares,
thereafter the number of other shares so receivable upon exercise
of any Right shall be subject to adjustment from time to time in
a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Common Shares contained in Section
11(a) through (c), inclusive, and the provisions of Sections 7,
9, 10, 13 and 14 with respect to the Common Shares shall apply on
like terms to any such other shares.

(g) All Rights originally issued by the Corporation
subsequent to any adjustment made to the Purchase Price hereunder
shall evidence the right to purchase, at the adjusted Purchase
Price, the number of Common Shares purchasable from time to time
hereunder upon exercise of the Rights, all subject to further
adjustment as provided herein.

(h) Unless the Corporation shall have exercised
its election as provided in Section 11(i), upon each adjustment
of the Purchase Price as a result of the calculations made in
Sections 11(b) and (c), each Right outstanding immediately
prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Purchase Price,
that number of Common Shares (calculated to the nearest
thousandth of a Common Share) obtained by (i) multiplying
(x) the number of Common Shares covered by a Right immediately

<PAGE>

prior to this adjustment by (y) the Purchase Price in effect
immediately prior to such adjustment of the Purchase Price and
(ii) dividing the product so obtained by the Purchase Price
in effect immediately after such adjustment of the Purchase Price.

(i) The Corporation may elect on or after the date
of any adjustment of the Purchase Price to adjust the number of
Rights, in lieu of any adjustment in the number of Common Shares
purchasable upon the exercise of a Right. Each of the Rights
outstanding after such adjustment of the number of Rights shall
be exercisable for the number of Common Shares for which a Right
was exercisable immediately prior to such adjustment. Each Right
held of record prior to such adjustment of the number of Rights
shall become that number of Rights (calculated to the nearest one
thousandth) obtained by dividing the Purchase Price in effect
immediately prior to adjustment of the Purchase Price by the
Purchase Price in effect immediately after adjustment of the
Purchase Price. The Corporation shall make a public announcement
of its election to adjust the number of Rights, indicating the
record date for the adjustment, and, if known at the time, the
amount of the adjustment to be made. This record date may be the
date on which the Purchase Price is adjusted or any day
thereafter, but, if the Right Certificates have been issued,
shall be at least ten (10) days later than the date of the public
announcement. If Right Certificates have been issued, upon each
adjustment of the number of Rights pursuant to this Section
11(i), the Corporation shall, as promptly as practicable, cause
to be distributed to holders of record of Right Certificates on
such record date Right Certificates evidencing, subject to
Section 14 hereof, the additional Rights to which such holders
shall be entitled as a result of such adjustment, or, at the
option of the Corporation, shall cause to be distributed to such
holders of record in substitution and replacement for the Right
Certificates held by such holders prior to the date of
adjustment, and upon surrender thereof, if required by the
Corporation, new Right Certificates evidencing all the Rights to
which such holders shall be entitled after such adjustment. Right
Certificates so to be distributed shall be issued, executed and
countersigned in the manner provided for herein and shall be
registered in the names of the holders of record of Right
Certificates on the record date specified in the public
announcement.

(j) Irrespective of any adjustment or change in the
Purchase Price or the number of Common Shares issuable upon the
exercise of the Rights, the Right Certificates theretofore and
thereafter issued may continue to express the Purchase Price and
the number of Common Shares which were expressed in the initial Right
Certificates issued hereunder.

<PAGE>

(k) Before taking any action that would cause an
adjustment reducing the Purchase Price below the then par value, if
any, of the number of Common Shares or other securities issuable upon
exercise of the Rights, the Corporation shall take any corporate
action which may, in the opinion of its counsel, be necessary in
order that the Corporation may validly and legally issue such
number of fully paid and non-assessable Common Shares or other
securities at such adjusted Purchase Price.

(l) In any case in which this Section 11 shall require
that an adjustment in the Purchase Price be made effective as of a
record date for a specified event, the Corporation may elect to
defer until the occurrence of such event the issuance to the
holder of any Right exercised after such record date the Common
Shares or other securities of the Corporation, if any, issuable
upon such exercise over and above the Common Shares or other
securities of the Corporation, if any, issuable upon exercise on
the basis of the Purchase Price in effect prior to such
adjustment; provided, however, that the Corporation shall deliver
to such holder a due bill or other appropriate instrument
evidencing such holder's right to receive such additional shares
upon the occurrence of the event requiring such adjustment.

(m) Notwithstanding anything in this Section 11
to the contrary, the Corporation shall be entitled to make such
reductions in the Purchase Price, in addition to those
adjustments expressly required by this Section 11, as and to the
extent that it in its sole discretion shall determine to be
advisable in order that (i) any consolidation or subdivision of
the Common Shares, (ii) issuance wholly for cash of Common Shares
at less than the current market price, (iii) issuance wholly for
cash of Common Shares or securities which by their terms are
convertible into or exchangeable for Common Shares, (iv) stock
dividends or (v) issuance of rights, options or warrants referred
to in this Section 11, hereafter made by the Corporation to
holders of its Common Shares shall not be taxable to such
stockholders.

(n) The Corporation covenants and agrees that
it shall not, at any time after the Distribution Date, (i)
consolidate with any other Person (other than a Subsidiary of
the Corporation in a transaction which does not violate
Section 11(o) hereof), (ii) merge with or into any other Person
(other than a Subsidiary of the Corporation in a transaction
which does not violate Section 11(o) hereof), or (iii) sell
or transfer (or permit any Subsidiary to sell or transfer),
in one transaction, or a series of related transactions, assets
or earning power aggregating more than 50% of the assets or
earning power of the Corporation and its Subsidiaries (taken
as a whole) to any other Person or Persons (other than the

<PAGE>

Corporation and/or any of its Subsidiaries in one or more
transactions each of which does not violate Section 11(o)
hereof), if (x) at the time of or immediately after such
consolidation, merger, sale or transfer there are any charter or
by-law provisions or any rights, warrants or other instruments or
securities outstanding or agreements in effect or other actions
taken, which would materially diminish or otherwise eliminate the
benefits intended to be afforded by the Rights or (y) prior to,
simultaneously with or immediately after such consolidation,
merger or sale, the stockholders of the Person who constitutes,
or would constitute, the "Principal Party" for purposes of
Section 13(a) hereof shall have received a distribution of Rights
previously owned by such Person or any of its Affiliates and
Associates. The Corporation shall not consummate any such
consolidation, merger, sale or transfer unless prior thereto the
Corporation and such other Person shall have executed and
delivered to the Rights Agent a supplemental agreement evidencing
compliance with this Section 11(n).

(o) The Corporation covenants and agrees that, after
the Distribution Date, it will not, except as permitted by Section
23 or Section 27 hereof, take (or permit any Subsidiary to take) any
action the purpose of which is to, or if at the time such action
is taken it is reasonably foreseeable that the effect of such
action is to, materially diminish or otherwise eliminate the
benefits intended to be afforded by the Rights.

(p) Notwithstanding anything in this Agreement to
the contrary, in the event that at any time after the date of this
Agreement and prior to the Distribution Date, the Corporation
shall (i) declare or pay any dividend on the Common Shares
payable in Common Shares or (ii) effect a subdivision,
combination or consolidation of the Common Shares (by
reclassification or otherwise than by payment of dividends in
Common Shares) into a greater or lesser number of Common Shares,
then in any such case, the number of Rights associated with each
Common Share then outstanding, or issued or delivered thereafter
but prior to the Distribution Date, shall be proportionately
adjusted so that the number of Rights thereafter associated with
each Common Share following any such event shall equal the result
obtained by multiplying the number of Rights associated with each
Common Share immediately prior to such event by a fraction the
numerator of which shall be the total number of Common Shares
outstanding immediately prior to the occurrence of the event and
the denominator of which shall be the total number of Common
Shares outstanding immediately following the occurrence of such
event. The adjustments provided for in this Section 11(p) shall
be made successively whenever such a dividend is declared or paid
or such a subdivision, combination or consolidation is effected.

<PAGE>

(q) The exercise of Rights under Section 11(a)(ii)
shall only result in the loss of rights under Section 11(a)(ii) to
the extent so exercised and shall not otherwise affect the rights
represented by the Rights under this Rights Agreement, including
the rights represented by Section 13.

Section 12. Certificate of Adjusted Purchase Price or Number
of Shares. Whenever an adjustment is made as provided in Sections
11 or 13 hereof, the Corporation shall promptly (a) prepare a
certificate setting forth such adjustment, and a brief statement
of the facts accounting for such adjustment, (b) file with the
Rights Agent and with each transfer agent for the Common Shares a
copy of such certificate and (c) mail a brief summary thereof to
each holder of a Right Certificate in accordance with Section 26
hereof. The Rights Agent shall be fully protected in relying on
any such certificate and on any adjustment therein contained and
shall not be deemed to have knowledge of such adjustment unless
and until it shall have received such certificate.

Section 13. Consolidation, Merger or Sale or Transfer of
Assets or Earning Power. (a) In the event that, on or following
the Shares Acquisition Date, directly or indirectly, (x) the
Corporation shall consolidate with, or merge with and into, any
Interested Stockholder, or if in such merger or consolidation all
holders of Common Shares are not treated alike, any other Person,
(y) the Corporation shall consolidate with, or merge with, any
Interested Stockholder, or if in such merger or consolidation all
holders of Common Shares are not treated alike, any other Person,
and the Corporation shall be the continuing or surviving
corporation of such consolidation or merger (other than, in a
case of any transaction described in (x) or (y), a merger or
consolidation which would result in all of the securities
generally entitled to vote in the election of directors ("voting
securities") of the Corporation outstanding immediately prior
thereto continuing to represent (either by remaining outstanding
or by being converted into securities of the surviving entity)
all of the voting securities of the Corporation or such surviving
entity outstanding immediately after such merger or consolidation
and the holders of such securities not having changed as a result
of such merger or consolidation), or (z) the Corporation shall
sell or otherwise transfer (or one or more of its Subsidiaries shall
sell or otherwise transfer), in one transaction or a series of
related transactions, assets or earning power aggregating more than
50% of the assets or earning power of the Corporation and its Subsid-
iaries (taken as a whole) to any Interested Stockholder or Stock-
holders or if in such transaction all holders of Common Shares are not
treated alike, any other Person (other than the Corporation or any

<PAGE>

Subsidiary of the Corporation in one or more transactions each of
which does not violate Section 11(o) hereof), then, and in each
such case (except as provided in Section 13(d) hereof), proper
provision shall be made so that (i) each holder of a Right,
except as provided in Section 7(e) hereof, shall thereafter have
the right to receive, upon the exercise thereof at a price equal
to the then current Purchase Price, in accordance with the terms
of this Agreement and in lieu of Common Shares, such number of
freely tradeable Common Shares of the Principal Party (as
hereinafter defined), not subject to any liens, encumbrances,
rights of first refusal or other adverse claims, as shall equal
the result obtained by (A) multiplying the then current Purchase
Price by the number of Common Shares for which a Right is then
exercisable (without taking into account any adjustment
previously made pursuant to Section 11(a)(ii)) and dividing that
product by (B) 50% of the then current per share market price of
the Common Shares of such Principal Party (determined pursuant to
Section 11(d) hereof) on the date of consummation of such Section
13 Event; (ii) such Principal Party shall thereafter be liable
for, and shall assume, by virtue of such Section 13 Event, all
the obligations and duties of the Corporation pursuant to this
Agreement; (iii) the term "Corporation" shall thereafter be
deemed to refer to such Principal Party, it being specifically
intended that the provisions of Section 11 hereof shall apply
only to such Principal Party following the first occurrence of a
Section 13 Event; and (iv) such Principal Party shall take such
steps (including, but not limited to, the reservation of a
sufficient number of its Common Shares) in connection with the
consummation of any such transaction as may be necessary to
assure that the provisions hereof shall thereafter be applicable,
as nearly as reasonably may be, in relation to the Common Shares
thereafter deliverable upon the exercise of the Rights.

(b) "Principal Party" shall mean:

(i) in the case of any transaction described
in clause (x) or (y) of the first sentence of Section
13(a), the Person that is the issuer of any securities
into which Common Shares of the Corporation are converted
in such merger or consolidation, and if no securities are
so issued, the Person that is the other party to such
merger or consolidation (including, if applicable, the
Corporation if it is the surviving corporation); and

(ii) in the case of any transaction described
in clause (z) of the first sentence of Section 13(a), the
Person that is the party receiving the greatest portion of
the assets or earning power transferred pursuant to such
transaction or transactions;

<PAGE>

provided, however, that in any of the foregoing cases, (1) if the
Common Shares of such Person are not at such time and have not
been continuously over the preceding twelve (12) month period
registered under Section 12 of the Exchange Act, and such Person
is a direct or indirect Subsidiary of another Person the Common
Shares of which are and have been so registered, "Principal
Party" shall refer to such other Person; (2) in case such Person
is a Subsidiary, directly or indirectly, of more than one Person,
the Common Shares of two or more of which are and have been so
registered, "Principal Party" shall refer to whichever of such
Persons is the issuer of the Common Shares having the greatest
aggregate market value; and (3) in case such Person is owned,
directly or indirectly, by a joint venture formed by two or more
Persons that are not owned, directly or indirectly, by the same
Person, the rules set forth in (1) and (2) above shall apply to
each of the chains of ownership having an interest in such joint
venture as if such party were a "Subsidiary" of both or all of
such joint venturers and the Principal Parties in each such chain
shall bear the obligations set forth in this Section 13 in the
same ratio as their direct or indirect interests in such Person
bear to the total of such interests.

(c) The Corporation shall not consummate any such
consolidation, merger, sale or transfer unless the Principal
Party shall have a sufficient number of its authorized Common
Shares which have not been issued or reserved for issuance to
permit the exercise in full of the Rights in accordance with this
Section 13 and unless prior thereto the Corporation and such
Principal Party shall have executed and delivered to the Rights
Agent a supplemental agreement providing for the terms set forth
in paragraphs (a) and (b) of this Section 13 and further
providing that, as soon as practicable after the date of any
consolidation, merger, sale or transfer mentioned in paragraph
(a) of this Section 13, the Principal Party at its own expense
shall:

(i) prepare and file a registration statement
under the Act with respect to the Rights and the
securities purchasable upon exercise of the Rights on
an appropriate form, and use its best efforts to cause
such registration statement to (A) become effective as
soon as practicable after such filing and (B) remain
effective (with a prospectus at all times meeting the
requirements of the Act) until the Final Expiration Date;

(ii) use its best efforts to qualify or register
the Rights and the securities purchasable upon exercise of
the Rights under the blue sky laws of such jurisdictions
as may be necessary or appropriate; and

<PAGE>

(iii) deliver to holders of the Rights historical
financial statements for the Principal Party which comply
in all respects with the requirements for registration on
Form 10 under the Exchange Act.

The provisions of this Section 13 shall similarly apply to
successive mergers or consolidations or sales or other transfers.
The rights under this Section 13 shall be in addition to the
rights to exercise Rights and adjustments under Section 11(a)(ii)
and shall survive any exercise thereof.

(d) Notwithstanding anything in this Agreement to
the contrary, Section 13 shall not be applicable to a transaction
described in subparagraphs (x) and (y) of Section 13(a) if: (i)
such transaction is consummated with a Person or Persons who
acquired Common Shares pursuant to a Permitted Offer (or a wholly
owned Subsidiary of any such Person or Persons); (ii) the price
per Common Share offered in such transaction is not less than the
price per Common Share paid to all holders of Common Shares whose
shares were purchased pursuant to such Permitted Offer; and (iii)
the form of consideration offered in such transaction is the same
as the form of consideration paid pursuant to such Permitted
Offer. Upon consummation of any such transaction contemplated by
this Section 13(d), all Rights hereunder shall expire.

Section 14. Fractional Rights and Fractional Shares. (a) The
Corporation shall not be required to issue fractions of Rights or
to distribute Right Certificates which evidence fractional
Rights. In lieu of such fractional Rights, there shall be paid to
the registered holders of the Right Certificates with regard to
which such fractional Rights would otherwise be issuable, an
amount in cash equal to the same fraction of the current market
value of a whole Right. For the purposes of this Section 14(a),
the current market value of a whole Right shall be the closing
price of the Rights for the Trading Day immediately prior to the
date on which such fractional Rights would have been otherwise
issuable. The closing price for any day shall be the last sale
price, regular way, or, in case no such sale takes place on such
day, the average of the closing bid and asked prices, regular
way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange or, if the
Rights are not listed or admitted to trading on the New York
Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Rights
are listed or admitted to trading or, if the Rights are not
listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the
average of the high bid and low asked prices in the over-the-

<PAGE>

counter market, as reported by NASDAQ or such other system then in use
or, if on any such date the Rights are not quoted by any such
organization, the average of the closing bid and asked prices as
furnished by a professional market maker making a market in the
Rights selected by the Board of Directors of the Corporation. If
on any such date no such market maker is making a market in the
Rights, the fair value of the Rights on such date as determined
in good faith by the Board of Directors of the Corporation shall
be used.

(b) The Corporation shall not be required to issue fractions
of Common Shares upon exercise of the Rights or to distribute
certificates which evidence fractional Common Shares. In lieu of
fractional Common Shares, the Corporation shall pay to the
registered holders of Right Certificates at the time such Rights
are exercised as herein provided an amount in cash equal to the
same fraction of the current market value of one Common Share.
For the purposes of this Section 14(b), the current market value
of a Common Share shall be the closing price of a Common Share
(as determined pursuant to Section 11(d)(ii) hereof) for the
Trading Day immediately prior to the date of such exercise.

(c) The holder of a Right by the acceptance of the Right
expressly waives his right to receive any fractional Rights or
any fractional share upon exercise of a Right (except as provided
above).

Section 15. Rights of Action. All rights of action in
respect of this Agreement, excepting the rights of action given
to the Rights Agent under Section 18 hereof, are vested in the
respective registered holders of the Right Certificates (and,
prior to the Distribution Date, the registered holders of the
Common Shares); and any registered holder of any Right
Certificate (or, prior to the Distribution Date, of the Common
Shares), without the consent of the Rights Agent or of the holder
of any other Right Certificate (or, prior to the Distribution
Date, of the Common Shares), may, in his own behalf and for his
own benefit, enforce, and may institute and maintain any suit,
action or proceeding against the Corporation to enforce, or
otherwise act in respect of, his right to exercise the Rights
evidenced by such Right Certificate in the manner provided in
such Right Certificate and in this Agreement. Without limiting
the foregoing or any remedies available to the holders of Rights,
it is specifically acknowledged that the holders of Rights would
not have an adequate remedy at law for any breach of this
Agreement and will be entitled to specific performance of the
obligations under, and injunctive relief against actual or
threatened violations of the obligations of any Person subject
to, this Agreement.

<PAGE>

Section 16. Agreement of Right Holders. Every holder of a
Right, by accepting the same, consents and agrees with the
Corporation and the Rights Agent and with every other holder of a
Right that:

(a) prior to the Distribution Date, the Rights will
be transferable only in connection with the transfer of the Common
Shares;

(b) after the Distribution Date, the Right Certificates
are transferable only on the registry books of the Rights Agent if
surrendered at the principal office or offices of the Rights
Agent designated for such purpose, duly endorsed or accompanied
by a proper instrument of transfer and with the appropriate form
fully executed;

(c) subject to Section 6 and Section 7(f) hereof,
the Corporation and the Rights Agent may deem and treat the person
in whose name the Right Certificate (or, prior to the Distribution
Date, the associated Common Shares certificate) is registered as
the absolute owner thereof and of the Rights evidenced thereby
(notwithstanding any notations of ownership or writing on the
Right Certificate or the associated Common Shares certificate
made by anyone other than the Corporation or the Rights Agent)
for all purposes whatsoever, and neither the Corporation nor the
Rights Agent, subject to the last sentence of Section 7(e)
hereof, shall be required to be affected by any notice to the
contrary; and

(d) Notwithstanding anything in this Agreement to
the contrary, neither the Corporation nor the Rights Agent shall
have any liability to any holder of a Right or a beneficial interest
in a Right or other Person as a result of its inability to
perform any of its obligations under this Agreement by reason of
any preliminary or permanent injunction or other order, decree or
ruling issued by a court of competent jurisdiction or by a
governmental, regulatory or administrative agency or commission,
or any statute, rule, regulation or executive order promulgated
or enacted by any governmental authority, prohibiting or
otherwise restraining performance of such obligation; provided,
however, the Corporation must use its best efforts to have any
such order, decree or ruling lifted or otherwise overturned as
soon as possible.

Section 17. Right Certificate Holder Not Deemed a
Stockholder. No holder, as such, of any Right Certificate shall
be entitled to vote, receive dividends or be deemed for any
purpose the holder of the Common Shares or any other securities
of the Corporation which may at any time be issuable on the
exercise of the Rights represented thereby, nor shall any-
thing contained herein or in any Right Certificate be
construed to confer upon the holder of any Right Certificate,

<PAGE>

as such, any of the rights of a stockholder of the Corporation or
any right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof, or to
give or withhold consent to any corporate action, or to receive
notice of meetings or other actions affecting stockholders
(except as provided in Section 25 hereof), or to receive
dividends or other distributions or to exercise any preemptive or
subscription rights, or otherwise, until the Right or Rights
evidenced by such Right Certificate shall have been exercised in
accordance with the provisions hereof.

Section 18. Concerning the Rights Agent. The Corporation
agrees to pay to the Rights Agent reasonable compensation for all
services rendered by it hereunder and, from time to time, on
demand of the Rights Agent, its reasonable expenses and counsel
fees and other disbursements incurred in the administration and
execution of this Agreement and the exercise and performance of
its duties hereunder. The Corporation also agrees to indemnify
the Rights Agent for, and to hold it harmless against, any loss,
liability, or expense, incurred without negligence, bad faith or
willful misconduct on the part of the Rights Agent, for anything
done or omitted by the Rights Agent in connection with the
acceptance and administration of this Agreement, including the
costs and expenses of defending against any claim of liability in
the premises. The indemnity provided for herein shall survive the
expiration of the Rights and the termination of this Agreement.

The Rights Agent shall be protected and shall incur no
liability for, or in respect of any action taken, suffered or
omitted by it in connection with, its administration of this
Agreement in reliance upon any Right Certificate or certificate
for Common Shares or for other securities of the Corporation,
instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it
to be genuine and to be signed, executed and, where necessary,
verified or acknowledged, by the proper Person or Persons.

Section 19. Merger or Consolidation or Change of Name of
Rights Agent. Any corporation into which the Rights Agent or any
successor Rights Agent may be merged or with which it may be
consolidated, or any corporation resulting from any merger or
consolidation to which the Rights Agent or any successor Rights
Agent shall be a party, or any corporation succeeding to the
stock transfer or all or substantially all of the corporate
trust business of the Rights Agent or any successor Rights
Agent, shall be the successor to the Rights Agent under
this Agreement without the execution or filing of any paper
or any further act on the part of any of the parties hereto,
provided that such corporation would be eligible for

<PAGE>

appointment as a successor Rights Agent under the provisions
of Section 21 hereof. In case at the time such successor Rights
Agent shall succeed to the agency created by this Agreement, any
of the Right Certificates shall have been countersigned but not
delivered, any such successor Rights Agent may adopt the
countersignature of a predecessor Rights Agent and deliver such
Right Certificates so countersigned; and in case at that time any
of the Right Certificates shall not have been countersigned, any
successor Rights Agent may countersign such Right Certificates
either in the name of the predecessor or in the name of the
successor Rights Agent; and in all such cases such Right
Certificates shall have the full force provided in the Right
Certificates and in this Agreement.

In case at any time the name of the Rights Agent shall be
changed and at such time any of the Right Certificates shall have
been countersigned but not delivered, the Rights Agent may adopt
the countersignature under its prior name and deliver Right
Certificates so countersigned; and in case at that time any of
the Right Certificates shall not have been countersigned, the
Rights Agent may countersign such Right Certificates either in
its prior name or in its changed name; and in all such cases such
Right Certificates shall have the full force provided in the
Right Certificates and in this Agreement.

Section 20. Duties of Rights Agent. The Rights Agent
undertakes only those duties and obligations imposed by this
Agreement upon the following terms and conditions, by all of
which the Corporation and the holders of Right Certificates, by
their acceptance thereof, shall be bound:

(a) The Rights Agent may consult with legal counsel
(who may be legal counsel for the Corporation), and the opinion of
such counsel shall be full and complete authorization and protection
to the Rights Agent as to any action taken or omitted by it in
good faith and in accordance with such opinion.

(b) Whenever in the performance of its duties under
this Agreement the Rights Agent shall deem it necessary or desirable
that any fact or matter (including, without limitation, the
identity of an Acquiring Person and the determination of the
current market price of any Security) be proved or established by
the Corporation prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a certificate signed by any
one of the Chairman of the Board, the Chief Executive Officer, the
President, any Vice President, the Treasurer or the Secretary of
the Corporation and delivered to the Rights Agent; and such

<PAGE>

certificate shall be full authorization to the Rights Agent for
any action taken or suffered in good faith by it under the
provisions of this Agreement in reliance upon such certificate.

(d) The Rights Agent shall not be liable for or by
reason of any of the statements of fact or recitals contained in
this Agreement or in the Right Certificates (except its
countersignature on such Right Certificates) or be required to
verify the same, but all such statements and recitals are and
shall be deemed to have been made by the Corporation only.

(e) The Rights Agent shall not be under any responsi-
bility in respect of the validity of this Agreement or the execution
and delivery hereof (except the due execution hereof by the Rights
Agent) or in respect of the validity or execution of any Right
Certificate (except its countersignature thereof); nor shall it
be responsible for any breach by the Corporation of any covenant
or condition contained in this Agreement or in any Rights
Certificate; nor shall it be responsible for any change in the
exercisability of the Rights (including the Rights becoming void
pursuant to Section 7(e) hereof) or any adjustment required under
the provisions of Section 11 or Section 13 hereof or responsible
for the manner, method or amount of any such adjustment or the
ascertaining of the existence of facts that would require any
such adjustment (except with respect to the exercise of Rights
evidenced by Right Certificates after receipt of the certificate
described in Section 12 hereof); nor shall it by any act
hereunder be deemed to make any representation or warranty as to
the authorization or reservation of any Common Shares to be
issued pursuant to this Agreement or any Right Certificate or as
to whether any Common Shares will, when issued, be validly
authorized and issued, fully paid and non-assessable.

(f) The Corporation agrees that it will perform,
execute, acknowledge and deliver or cause to be performed, executed,
acknowledged and delivered all such further and other acts,
instruments and assurances as may reasonably be required by the
Rights Agent for the carrying out or performing by the Rights
Agent of the provisions of this Agreement.

(g) The Rights Agent is hereby authorized and
directed to accept instructions with respect to the performance
of its duties hereunder from any one of the Chairman of the Board,
the Chief Executive Officer, the President, any Vice President,
the Treasurer or the Secretary of the Corporation, and to
apply to such officers for advice or instructions in

<PAGE>

connection with its duties, and shall not be liable for any
action taken or suffered by it in good faith or lack of action in
accordance with instructions of any such officer or for any delay
in acting while waiting for those instructions. Any application
by the Rights Agent for written instructions from the Corporation
may, at the option of the Rights Agent, set forth in writing any
action proposed to be taken or omitted by the Rights Agent under
this Rights Agreement and the date on or after which such action
shall be taken or such omission shall be effective. The Rights
Agent shall not be liable for any action taken by, or omission
of, the Rights Agent in accordance with a proposal included in
any such application on or after the date specified in such
application (which date shall not be less than five Business Days
after the date any officer of the Corporation actually receives
such application, unless any such officer shall have consented in
writing to an earlier date) unless, prior to taking any such
action (or the effective date in the case of an omission), the
Rights Agent shall have received written instruction in response
to such application specifying the action to be taken or omitted.

(h) The Rights Agent and any stockholder, director,
officer or employee of the Rights Agent may buy, sell or deal in
any of the Rights or other securities of the Corporation or become
pecuniarily interested in any transaction in which the
Corporation may be interested, or contract with or lend money to
the Corporation or otherwise act as fully and freely as though it
were not Rights Agent under this Agreement. Nothing herein shall
preclude the Rights Agent from acting in any other capacity for
the Corporation or for any other legal entity.

(i) The Rights Agent may execute and exercise any
of the rights or powers hereby vested in it or perform any duty
hereunder either itself or by or through its attorneys or agents,
and the Rights Agent shall not be answerable or accountable for
any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the Corporation resulting from any such
act, default, neglect or misconduct, provided reasonable care was
exercised in the selection and continued employment thereof.

(j) No provision of this Agreement shall require
the Rights Agent to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its duties
hereunder or in the exercise of its rights if there shall be
reasonable grounds for believing that repayment of such funds or
adequate indemnification against such risk or liability is not
reasonably assured to it.

(k) If, with respect to any Rights Certificate surrendered
to the Rights Agent for exercise or transfer, the

<PAGE>

certificate attached to the form of assignment or form of
election to purchase, as the case may be, has not been completed,
the Rights Agent shall not take any further action with respect
to such requested exercise of transfer without first consulting
with the Corporation.

Section 21. Change of Rights Agent. The Rights Agent or any
successor Rights Agent may resign and be discharged from its
duties under this Agreement upon thirty (30) days' notice in
writing mailed to the Corporation and to the transfer agent of
the Common Shares by registered or certified mail, and to the
holders of the Right Certificates by first-class mail. The
Corporation may remove the Rights Agent or any successor Rights
Agent upon sixty (60) days' notice in writing, mailed to the
Rights Agent or successor Rights Agent, as the case may be, and
to the transfer agent of the Common Shares by registered or
certified mail, and to holders of the Right Certificates by
first-class mail. If the Rights Agent shall resign or be removed
or shall otherwise become incapable of acting, the Corporation
shall appoint a successor to the Rights Agent. If the Corporation
shall fail to make such appointment within a period of sixty (60)
days after giving notice of such removal or after it has been
notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of a
Right Certificate (who shall, with such notice, submit his Right
Certificate for inspection by the Corporation), then the
registered holder of any Right Certificate may apply to any court
of competent jurisdiction for the appointment of a new Rights
Agent. Any successor Rights Agent, whether appointed by the
Corporation or by such a court, shall be a corporation organized
and doing business under the laws of the United States or of the
State of New York (or of any other state of the United States so
long as such corporation is authorized to do business as a
banking institution in the State of New York), in good standing,
having an office in the State of New York, which is authorized
under such laws to exercise corporate trust or stock transfer
powers and is subject to supervision or examination by federal or
state authority and which has at the time of its appointment as
Rights Agent a combined capital and surplus of at least
$100,000,000. After appointment, the successor Rights Agent shall
be vested with the same powers, rights, duties and responsibili-
ties as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver
and transfer to the successor Rights Agent any property at the
time held by it hereunder, and execute and deliver any further
assurance, conveyance, act or deed necessary for the purpose.
Not later than the effective date of any such appointment the
Corporation shall file notice thereof in writing with the prede-
cessor Rights Agent and the transfer agent of the Common Shares,
and mail a notice thereof in writing to the registered holders of

<PAGE>

the Right Certificates. Failure to give any notice provided
for in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of
the Rights Agent or the appointment of the successor Rights
Agent, as the case may be.

Section 22. Issuance of New Right Certificates.
Notwithstanding any of the provisions of this Agreement or of the
Rights to the contrary, the Corporation may, at its option, issue
new Right Certificates evidencing Rights in such form as may be
approved by its Board of Directors of the Corporation to reflect
any adjustment or change in the Purchase Price and the number or
kind or class of shares or other securities or property
purchasable under the Right Certificates made in accordance with
the provisions of this Agreement.

In addition, in connection with the issuance or sale of
Common Shares following the Distribution Date and prior to the
earliest of the Redemption Date, the Final Expiration Date and
the consummation of a transaction contemplated by Section 13(d)
hereof, the Corporation (a) shall with respect to Common Shares
so issued or sold pursuant to the exercise of stock options or
under any employee plan or arrangement, or upon the exercise,
conversion or exchange of securities, notes or debentures issued
by the Corporation, and (b) may, in any other case, if deemed
necessary or appropriate by the Board of Directors of the
Corporation, issue Right Certificates representing the
appropriate number of Rights in connection with such issuance or
sale; provided, however, that (i) the Corporation shall not be
obligated to issue any such Right Certificates if, and to the
extent that, the Corporation shall be advised by counsel that
such issuance would create a significant risk of material adverse
tax consequences to the Corporation or the Person to whom such
Right Certificate would be issued, and (ii) no Right Certificate
shall be issued if, and to the extent that, appropriate
adjustment shall otherwise have been made in lieu of the issuance
thereof.

Section 23. Redemption and Termination. (a)(i) Subject to
Section 23(a)(iii), the Board of Directors of the Corporation
may, at its option, redeem all but not less than all the then
outstanding Rights at a redemption price of $0.01 per Right, as
such amount may be appropriately adjusted to reflect any stock
split, stock dividend or similar transaction occurring after the
date hereof (such redemption price being hereinafter referred to as
the "Redemption Price"), at any time prior to the earlier of (x)
the time that any Person becomes an Acquiring Person, or (y) the
Final Expiration Date. The Corporation may, at its option, pay the
Redemption Price either in Common Shares (based on the "current per
share market price," as defined in Section 11(d) hereof, of the Common
Shares at the time of redemption) or cash; provided that if the

<PAGE>

Corporation elects to pay the Redemption Price in Common
Shares, the Corporation shall not be required to issue any
fractional Common Shares and the number of Common Shares issuable
to each holder of Rights shall be rounded down to the next whole
share.

(ii) In addition, subject to Section 23(a)(iii),
the Board of Directors of the Corporation may, at its option, at
any time following a Shares Acquisition Date but prior to any
Section 13 Event redeem all but not less than all of the then
outstanding Rights at the Redemption Price in connection with any
Section 13 Event in which all holders of Common Shares are treated
alike and not involving (other than as a holder of Common Shares
being treated like all other such holders) an Interested Stockholder.

(iii) The Board of Directors of the Corporation
may only redeem Rights pursuant to Section 23(a)(i) or 23(a)(ii)
hereof if (A) a majority of the Disinterested Directors, and (B)
a majority of all of the directors of the Corporation authorize
such redemption. Notwithstanding anything in this Agreement to the
contrary, the Rights may not be redeemed pursuant to this Section
23 unless there is at least one member of the Board of Directors
of the Corporation that is a Disinterested Director at the time
of such redemption.

(b) In the case of a redemption permitted under
Section 23(a)(i), immediately upon the date for redemption set
forth (or determined in the manner specified in) in a resolution of
the Board of Directors of the Corporation ordering the redemption
of the Rights, evidence of which shall have been filed with the
Rights Agent, and without any further action and without any
notice, the right to exercise the Rights will terminate and the
only right thereafter of the holders of Rights shall be to
receive the Redemption Price for each Right so held. In the case
of a redemption permitted only under Section 23(a)(ii), evidence
of which shall have been filed with the Rights Agent, the right
to exercise the Rights will terminate and represent only the
right to receive the Redemption Price upon the later of ten
Business Days following the giving of such notice or the
expiration of any period during which the rights under Section
11(a)(ii) may be exercised. The Corporation shall promptly give
public notice of any such redemption; provided, however, that the
failure to give, or any defect in, any such notice shall not
affect the validity of such redemption. Within ten (10) days
after such date for redemption set forth in a resolution of the
Board of Directors of the Corporation ordering the redemption of
the Rights, the Corporation shall mail a notice of redemption to
all the holders of the then outstanding Rights at their last
addresses as they appear upon the registry books of the Rights

<PAGE>

Agent or, prior to the Distribution Date, on the registry
books of the transfer agent for the Common Shares. Any notice
which is mailed in the manner herein provided shall be deemed
given, whether or not the holder receives the notice. Each such
notice of redemption will state the method by which the payment
of the Redemption Price will be made. Neither the Corporation nor
any of its Affiliates or Associates may redeem, acquire or
purchase for value any Rights at any time in any manner other
than that specifically set forth in this Section 23 and other
than in connection with the purchase of Common Shares prior to
the Distribution Date.

(c) The Corporation may, at its option, discharge
all of its obligations with respect to the Rights by (i) issuing a
press release announcing the manner of redemption of the Rights in
accordance with this Agreement and (ii) mailing payment of the
Redemption Price to the registered holders of the Rights at their
last addresses as they appear on the registry books of the Rights
Agent or, prior to the Distribution Date, on the registry books
of the Transfer Agent of the Common Shares, and upon such action,
all outstanding Rights and Right Certificates shall be null and
void without any further action by the Corporation.

Section 24. Exchange. (a) Subject to Section 24(d), the
Board of Directors of the Corporation may, at its option, at any
time after the time that any Person becomes an Acquiring Person,
exchange after all or part of the then outstanding and
exercisable Rights (which shall not include Rights that have
become void pursuant to the provisions of Section 7(e) and
Section 11(a)(ii) hereof) for Common Shares of the Corporation at
an exchange ratio of one Common Share per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such exchange ratio
being hereinafter referred to as the "Exchange Ratio").
Notwithstanding the foregoing, the Board of Directors of the
Corporation shall not be empowered to effect such exchange at any
time after any Person (other than the Corporation, any Subsidiary
of the Corporation, any employee benefit plan of the Corporation
or any such Subsidiary, any entity holding Common Shares for or
pursuant to the terms of any such plan or any trustee,
administrator or fiduciary of such a plan), together with all
Affiliates and Associates of such Person, becomes the Beneficial
Owner of 50% or more of the Common Shares then outstanding.

(b) Immediately upon the action of the Board
of Directors of the Corporation ordering the exchange of any
Rights pursuant to subsection (a) of this Section 24 and without
any further action and without any notice, the right to
exercise such rights shall terminate and the only right
thereafter of a holder of such Rights shall be to receive that

<PAGE>

number of Common Shares equal to the number of such rights held
by such holder multiplied by the Exchange Ratio. The Corporation
shall promptly give public notice of any such exchange; provided,
however, that the failure to give, or any defect in, such notice
shall not affect the validity of such exchange. The Corporation
promptly shall mail a notice of any such exchange to all of the
holders of such Rights at their last addresses as they appear
upon the registry books of the Rights Agent. Any notice which is
mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice. Each such notice
of exchange will state the method by which the exchange of the
Common Shares for Rights will be effected and, in the event of
any partial exchange, the number of Rights which will be
exchanged. Any partial exchange shall be effected pro rata based
on the number of Rights (other than Rights which have become void
pursuant to the provisions of Section 7(e) and Section 11(a)(ii)
hereof) held by each holder of Rights.

(c) In the event that there shall not be sufficient
Common Shares issued but not outstanding or authorized but unissued
to permit any exchange of Rights as contemplated in accordance with
this Section 24, the Corporation shall take all such action as
may be necessary to authorize additional Common Shares for
issuance upon exchange of the Rights.

(d) The Board of Directors may only exchange Rights
pursuant to Section 24(a) hereof if (i) a majority of the
Disinterested Directors, and (ii) a majority of all of the directors
of the Corporation authorize such exchange. Notwithstanding
anything in this Agreement to the contrary, the Rights may not
be exchanged pursuant to this Section 24 unless there is at least
one member of the Board of Directors of the Corporation that is a
Disinterested Director at the time of such exchange.

Section 25. Notice of Certain Events. (a) In case the
Corporation shall propose (i) to pay any dividend payable in
stock of any class to the holders of its Common Shares or to make
any other distribution to the holders of its Common Shares (other
than a regularly quarterly cash dividend), (ii) to offer to the
holders of its Common Shares rights or warrants to subscribe for
or to purchase any additional Common Shares or shares of stock
of any class or any other securities, rights or options,
(iii) to effect any reclassification of its Common Shares
(other than a reclassification involving only the subdivision
of outstanding Common Shares), (iv) to effect any consolidation
or merger into or with any other Person (other than a Subsidiary
of the Corporation in a transaction which does not violate
Section 11(o) hereof), or to effect any sale or other
transfer (or to permit one or more of its Subsidiaries

<PAGE>

to effect any sale or other transfer) in one or more
transactions, of 50% or more of the assets or earning power of
the Corporation and its Subsidiaries (taken as a whole) to any
other Person or Persons (other than the Corporation and/or any of
its Subsidiaries in one or more transactions each of which does
not violate Section 11(o) hereof), or (v) to effect the
liquidation, dissolution or winding up of the Corporation, then,
in each such case, the Corporation shall give to each holder of a
Right Certificate, in accordance with Section 26 hereof, a notice
of such proposed action to the extent feasible and file a
certificate with the Rights Agent to that effect, which shall
specify the record date for the purposes of such stock dividend,
or distribution of rights or warrants, or the date on which such
reclassification, consolidation, merger, sale, transfer,
liquidation, dissolution, or winding up is to take place and the
date of participation therein by the holders of the Common
Shares, if any such date is to be fixed, and such notice shall be
so given in the case of any action covered by clause (i) or (ii)
above at least twenty (20) days prior to the record date for
determining holders of the Common Shares for purposes of such
action, and in the case of any such other action, at least twenty
(20) days prior to the date of the taking of such proposed action
or the date of participation therein by the holders of the Common
Shares, whichever shall be the earlier.

(b) In case of a Section 11(a)(ii) Event, then
(i) the Corporation shall as soon as practicable thereafter give
to each holder of a Right Certificate, in accordance with Section 26
hereof, a notice of the occurrence of such event, which notice
shall describe such event and the consequences of such event to
holders of Rights under Section 11(a)(ii) hereof and (ii) all
references in the preceding paragraph (a) to Common Shares shall
be deemed thereafter to refer also, if appropriate, to capital
stock equivalents, as provided for in Section 11(a)(iii).

Section 26. Notices. Notices or demands authorized by this
Agreement to be given or made by the Rights Agent or by the
holder of any Right Certificate to or on the Corporation shall be
sufficiently given or made if sent by first-class mail, postage
prepaid, addressed (until another address is filed in writing
with the Rights Agent) as follows:

Loctite Corporation
10 Columbus Boulevard
Hartford, CT 06106
Attention: General Counsel

Subject to the provisions of Section 21 hereof, any notice or
demand authorized by this Agreement to be given or made by the
Corporation or by the holder of any Right Certificate to or on

<PAGE>

the Rights Agent shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Corporation) as follows:

The First National Bank of Boston
Mail Stop 45-02-16
P.O. Box 1865
Boston, MA 02105-1865
Attention: Shareholder Services Division
(Loctite Corporation 1994 Rights
Agreement)

Notices or demands authorized by this Agreement to be given or
made by the Corporation or the Rights Agent to the holder of any
Right Certificate or, if prior to the Distribution Date, to the
holder of certificates representing Common Shares shall be
sufficiently given or made if sent by first-class mail, postage
prepaid, addressed to such holder at the address of such holder
as shown on the registry books of the Corporation.

Section 27. Supplements and Amendments. (a) Prior to the
Distribution Date, subject to Section 27(b) hereof, the
Corporation and the Rights Agent shall, if the Corporation so
directs, supplement or amend any provision of this Agreement
without the approval of any holders of certificates representing
Common Shares. From and after the Distribution Date, subject to
Section 27(b) hereof, the Corporation and the Rights Agent shall,
if the Corporation so directs, supplement or amend this Agreement
without the approval of any holders of Right Certificates in
order (i) to cure any ambiguity, (ii) to correct or supplement
any provision contained herein which may be defective or
inconsistent with any other provisions herein, (iii) to shorten
or lengthen any time period hereunder or (iv) to change or
supplement the provisions hereunder in any manner which the
Corporation may deem necessary or desirable and which shall not
adversely affect the interests of the holders of Right
Certificates (other than an Acquiring Person or an Affiliate or
Associate of an Acquiring Person); provided, however, that this
Agreement may not be supplemented or amended to lengthen,
pursuant to clause (iii) of this sentence, (A) a time period
relating to when the Rights may be redeemed at such time as the
Rights are not then redeemable, or (B) any other time period
unless such lengthening is for the purpose of protecting,
enhancing or clarifying the rights of, and/or the benefits to,
the holders of Rights. Upon the delivery of a certificate from an
appropriate officer of the Corporation which states that the
proposed supplement or amendment is in compliance with the terms
of this Section 27, the Rights Agent shall execute such
supplement or amendment, provided that such supplement or
amendment does not adversely affect the rights or obligations of
the Rights Agent under Section 18 or Section 20 of this
Agreement. Prior to the Distribution Date, the

<PAGE>

interests of the holders of Rights shall be deemed coincident
with the interests of the holders of Common Shares.

(b) The Corporation shall not supplement or amend
any provision of this Agreement unless (i) a majority of the
Disinterested Directors and (ii) a majority of all of the directors
of the Corporation authorizes such supplement or amendment.
Notwithstanding anything in this Agreement to the contrary, this
Agreement may not be supplemented or amended pursuant to this
Section 27 unless there is at least one member of the Board of
Directors of the Corporation that is a Disinterested Director at
the time of such supplement or amendment.

Section 28. Determination and Actions by the Board of Directors
of the Corporation, etc. Subject to Sections 1(c), 1(r),
23(a)(iii), 24(d) and 27(b) hereof, the Board of Directors of the
Corporation shall have the exclusive power and authority to
administer this Agreement and to exercise all rights and powers
specifically granted to the Board, or the Corporation, or as may
be necessary or advisable in the administration of this
Agreement, including, without limitation, the right and power to
(i) interpret the provisions of this Agreement, and (ii) make all
determinations deemed necessary or advisable for the
administration of this Agreement (including, without limitation,
a determination to redeem or not redeem the Rights or to amend
the Agreement and whether any proposed amendment adversely
affects the interests of the holders of Right Certificates). For
all purposes of this Agreement, any calculation of the number of
Common Shares or other securities outstanding at any particular
time, including for purposes of determining the particular
percentage of such outstanding Common Shares or any other
securities of which any Person is the Beneficial Owner, shall be
made in accordance with the last sentence of Rule 13d- 3(d)(1)(i)
of the General Rules and Regulations under the Exchange Act as in
effect on the date of this Agreement. All such actions,
calculations, interpretations and determinations (including, for
purposes of clause (y) below, all omissions with respect to the
foregoing) which are done or made by the Board in good faith,
shall (x) be final, conclusive and binding on the Corporation,
the Rights Agent, the holders of the Right Certificates and all
other parties, and (y) not subject the Board to any liability to
the holders of the Right Certificates.

Section 29. Successors. All the covenants and provisions
of this Agreement by or for the benefit of the Corporation or the
Rights Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder.

Section 30. Benefits of this Agreement. Nothing in this
Agreement shall be construed to give to any person or

<PAGE>

corporation other than the Corporation, the Rights Agent and
the registered holders of the Right Certificates (and, prior to
the Distribution Date, the Common Shares) any legal or equitable
right, remedy or claim under this Agreement; but this Agreement
shall be for the sole and exclusive benefit of the Corporation,
the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Distribution Date, the Common
Shares).

Section 31. Severability. If any term, provision, covenant
or restriction of this Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants
and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.

Section 32. Governing Law. This Agreement, each Right and
each Right Certificate issued hereunder shall be deemed to be a
contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with
the laws of such State applicable to contracts to be made and
performed entirely within such State.

Section 33. Counterparts. This Agreement may be executed in
any number of counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.

Section 34. Descriptive Headings. Descriptive headings of
the several Sections of this Agreement are inserted for
convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and attested, all as of the date
and year first above written.

LOCTITE CORPORATION

By:__________________________
Name:
Title:

THE FIRST NATIONAL BANK
OF BOSTON

By:__________________________
Name:
Title:

<PAGE>

Exhibit A-1

FORM OF TRANSFEREE AGREEMENT
----------------------------

THIS AGREEMENT (this "Agreement"), dated as of [__________],
between [Insert Name of Transferee] (the "Transferee") and Loctite
Corporation ("Loctite"). Capitalized terms used herein which are
otherwise not defined herein shall have the respective meanings
ascribed to them in the Rights Agreement, dated as of April 14,
1994, between Loctite and The First National Bank of Boston (the
"Rights Agreement").

WITNESSETH:

WHEREAS, pursuant to the acquisition agreement, dated as of
[_________] (the "Acquisition Agreement"), between [Insert Name of
Transferor] (the "Transferor") and the Transferee, the Transferor
has agreed to sell on [__________] (the "Closing Date") to the
Transferee [__________] Common Shares pursuant to the terms and
conditions thereof (the "Proposed Sale Transaction");

WHEREAS, under the Rights Agreement, in order for the
Transferee to be deemed to be a Permitted Transferee, (i) the
Transferee may not have been declared an Adverse Person, (ii) [in
the case of a Transfer from the Krieble Family Group or a
Permitted Transferee to the Transferee, the Transferee may not
beneficially own, after giving effect to the Proposed Sale
Transaction contemplated by the Acquisition Agreement, any Common
Shares other than the Common Shares transferred by the Transferor
to the Transferee in the Proposed Sale Transaction] [in the case
of a Transfer from Henkel to the Transferee, the Transferee may
not beneficially own, after giving effect to the Proposed Sale
Transaction contemplated by the Acquisition Agreement, a
percentage of the then outstanding Common Shares in excess of the
lesser of (1) the Henkel Percentage in effect immediately prior
to the Proposed Sale Transaction and (2) the sum of 0.3% of the
then outstanding Common Shares and the percentage of the then
outstanding Common Shares to be transferred by Henkel to the
Transferee in the Proposed Sale Transaction] (iii) at least 30
days prior to consummation of the Proposed Sale Transaction, the
Transferee is required to execute and deliver to Loctite this
Agreement, which is substantially in the form of Exhibit A-1
attached to the Rights Agreement, and (iv) immediately prior to
the consummation of the Proposed Sale Transaction, the Transferee
is required to execute and deliver to Loctite an executive
officer's certificate substantially in the form of Exhibit A-2 to
the Rights Agreement; and

WHEREAS, the Transferee desires that, after giving effect
to the Proposed Sale Transaction contemplated by the

<PAGE>

Acquisition Agreement, the Transferee will be a Permitted Transferee
under the Rights Agreement and in consideration thereof has entered
into this Agreement.

NOW, THEREFORE, in consideration of the promises herein
contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, each of the parties hereto
agrees as follows:

1. Prohibited Actions. (a) So long as this Agreement is in
effect, (i) Loctite shall not adopt any shareholder rights plan
or similar device that does not contain substantially the same
terms and conditions as those set forth in the Rights Agreement
(a "Substantially Similar Rights Plan") and (ii) Loctite shall
not amend, modify, waive, terminate or invalidate any provision
of the Rights Agreement or any Substantially Similar Rights Plan
or adopt, amend, modify, waive, terminate or invalidate any
provision of its certificate of incorporation or by-laws in any
way which would adversely affect the rights of the Transferee
under the Rights Agreement or any Substantially Similar Rights
Plan.

(b) So long as this Agreement is in effect, the Transferee
shall not, and shall cause each of its Affiliates and Associates
and any duly and validly elected directors of Loctite (each a
"Director") designated by, or which is a representative of, the
Transferee or any of its Affiliates or Associates not to,
directly or indirectly, seek to (i) amend, modify, waive,
terminate or invalidate, or cause the amendment, modification,
waiver, termination or invalidation of any provision of the
Rights Agreement or any Substantially Similar Rights Plan in any
manner (including, without limitation, by proxy contest,
shareholder consent, or otherwise) or (ii) redeem or exchange the
Rights or any rights issued under any Substantially Similar
Rights Plan, in either case, unless a majority of the Directors
who are neither nominees or representatives of the Transferee or
any Affiliate or Associate of the Transferee nor officers or
employees of Loctite (each an "Outside Director") consent to such
action in writing or at a duly called meeting of the Board of
Directors of Loctite (the "Board"); it being understood that the
consent of the Outside Directors may only be obtained if there is
at least one Director that is an Outside Director.

(c) Loctite acknowledges that nothing in this Agreement
shall be construed as prohibiting the Transferee, or its
Affiliates or Associates, from making, or in any way
participating in, any "solicitation" of "proxies" (as such terms
are defined below), or becoming a "participant" in any "election
contest" (as such terms are defined below), in each case, for the
election or removal of any of the Directors; provided, however,
that any Director designated by the Transferee, or any Affiliate

<PAGE>

or Associate of the Transferee, shall be subject to the
restrictions contained in Section 1(b) hereof.

2. Permitted Transfers. (a) In connection with any proposed
Permitted Transfer by the Transferee, the Transferee shall
deliver to Loctite no later than 30 days prior to the Transfer
Date (as defined below) (i) written notice of such proposed
Permitted Transfer (the "Transfer Notice") for such proposed
Permitted Transfer setting forth (A) the number of Common Shares
proposed to be transferred, (B) the identity of the proposed
transferee (the "Proposed Transferee"), including the Beneficial
Owners thereof to the extent known or reasonably determinable by
the Transferee, and (C) the date on which the proposed Permitted
Transfer is to be consummated (the "Transfer Date") and (ii) an
agreement substantially in the form of Exhibit A-1 to the Rights
Agreement, duly and validly executed on behalf of the Proposed
Transferee (the "Transferee Agreement"). Upon receipt by Loctite
of the Transferee Agreement duly executed and delivered by the
Proposed Transferee, Loctite shall duly execute and deliver the
Transferee Agreement.

(b) As soon as practicable after receipt of the Transfer
Notice, the Directors who are neither nominees or representatives
of the Transferor or any Affiliate or Associate of the Transferor
nor officers or employees of Loctite (each an "Unaffiliated
Director") shall evaluate whether the Proposed Transferee is an
Adverse Person. The Transferee shall provide the Unaffiliated
Directors with any information within its control requested by
them to facilitate their evaluation, as soon as practicable after
any request for information is made.

(c) Subject to Section 2(d) hereof, a proposed Permitted
Transfer may be consummated on the Transfer Date as set forth in
the Transfer Notice and the Transferee Agreement related to such
proposed Permitted Transfer unless the Unaffiliated Directors
shall have determined that the Proposed Transferee is an Adverse
Person no later than five days prior to the Transfer Date for
such proposed Permitted Transfer provided that the Transferee
complies with its obligations in Sections 2(a) and (b) hereof.

(d) With respect to any proposed Permitted Transfer, the
Proposed Transferee shall be deemed to be an Adverse Person for
purposes of the Rights Agreement, unless there is at least one
Director that is an Unaffiliated Director during the period from
and including the date Loctite receives a Transfer Notice in
respect of such proposed Permitted Transfer to and including the
Transfer Date for such proposed Permitted Transfer. Except as
required by applicable law, Loctite covenants and agrees that it
will not take any action to cause there to be fewer than one
Unaffiliated Director on the Board at any time.

<PAGE>

(e) Notwithstanding anything in this Agreement to the
contrary, no transferee of any Common Shares from the Transferee
shall have any rights under this Agreement.

3. Representations and Warranties of Transferee. The
Transferee represents and warrants to Loctite that:

(a) it has the requisite power and authority (corporate
or otherwise) to execute and deliver this Agreement, to carry out
its obligations hereunder and to consummate each of the
transactions contemplated hereby;

(b) the execution, delivery and performance of this
Agreement and the consummation of each of the transactions
contemplated hereby have been duly authorized by its Board of
Directors (or other relevant corporate body), and no other
corporate proceedings on its part are necessary to authorize this
Agreement or to consummate the transactions so contemplated;

(c) this Agreement has been duly executed and delivered by it
and constitutes a valid and binding obligation of it, enforceable
against it in accordance with its respective terms, except to the
extent such enforceability may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting or
relating to the enforcement of creditors' rights generally and is
subject to the general principles of equity;

(d) neither the execution, delivery and performance of
this Agreement nor the consummation by it of the transactions
contemplated hereby nor compliance by it with any of the
provisions hereof will (i) conflict with or result in any breach
or violation of any provisions of its governing organizational
documents, (ii) require on its part any filing with, notification
to, or permit, authorization, consent or approval of, any
governmental body or authority or any other entity (other than
filings by the Transferee with the Securities and Exchange
Commission under the Exchange Act) or (iii) constitute (with or
without notice or lapse of time or both) a breach, violation or
default, create a lien or other encumbrance or give rise to any
right of renegotiation or termination, amendment, cancellation,
acceleration or prepayment under (A) any material agreement or
instrument to which it is a party or by which any of its material
properties or assets may be bound or subject or (B) any order,
writ, injunction, decree, statute, rule or regulation,
governmental permit or license applicable to it or any of its
material properties or assets;

(e) A true, and complete copy of the Acquisition
Agreement, without amendment or modification, is attached hereto
as Exhibit A; and

(f) after giving effect to the Proposed Sale Transaction
pursuant to the Acquisition Agreement, (i) the

<PAGE>

Transferee, together with all Affiliates and Associates of the
Transferee, will be the Beneficial Owner of [insert number]
Common Shares and (ii) [in the case of a Transfer from the
Krieble Family Group or a Permitted Transferee to the Transferee,
the Transferee, together with its Affiliates or Associates, will
not beneficially own any Common Shares, other than the Common
Shares transferred by the Transferor to the Transferee in the
Proposed Sale Transaction] [in the case of a Transfer from Henkel
to the Transferee, the Transferee, together with its Affiliates
and Associates, will not beneficially own a percentage of the
then outstanding Common Shares in excess of the lesser of (A) the
Henkel Percentage in effect immediately prior to the Proposed
Sale Transaction and (B) the sum of 0.3% of the then outstanding
Common Shares and the percentage of the then outstanding Common
Shares to be transferred by Henkel to the Transferee in the
Proposed Sale Transaction].

4. Proposed Sale Transaction. The Transferee shall provide
the Unaffiliated Directors with any information requested by them
to facilitate their evaluation of whether the Transferee is an
Adverse Person, as soon as practicable after any request for
information is made, and otherwise cooperate with the
Unaffiliated Directors in connection with their evaluation of the
Transferee.

5. Miscellaneous.

5.1. Entire Agreement. This Agreement embodies the entire
agreement and all understandings between the parties hereto and
supersedes all prior agreements and understandings relating to the
subject matter hereof.

5.2. Binding Effect; Benefits; Assignment; Survival. This
Agreement shall inure to the benefit of and shall be binding upon the
parties hereto and their respective legal representatives,
successors and assigns. Neither this Agreement nor any of the
rights hereunder may be assigned by (i) Loctite, without the
prior written consent of the Transferee, or (ii) the Transferee,
unless there is at least one Unaffiliated Director and a majority
of the Unaffiliated Directors consents to such assignment in
writing or at a duly called meeting of the Board. Any attempted
or purported assignment in violation of the previous sentence
shall be void and of no effect. The representations and
warranties set forth herein shall survive without limitation as
to time.

5.3. Amendments and Waivers. No modification, amendment,
termination or waiver of any provision of this Agreement, and no
consent to any departure therefrom, shall in any event be
effective unless (i) there is at least one Unaffiliated Director
and (ii) the same shall be (a) in writing, (b) signed by each
of the parties hereto and (c) approved by a majority of
the Unaffiliated Directors, and then such waiver or

<PAGE>

consent shall be effective only in the specific instance and
for the purpose for which given.

5.4. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware
applicable to agreements made and to be performed wholly within
such jurisdiction, without giving effect to the choice of law
provisions thereof. Each of the parties hereto hereby irrevocably
and unconditionally consents to submit to the exclusive
jurisdiction of the courts of the State of Delaware for any
litigation arising out of, or relating to, this Agreement and the
transactions contemplated hereby (and agrees not to commence any
litigation relating thereto except in such courts). [The
Transferee hereby irrevocably appoints CT Corporation Systems
(the "Process Agent"), with an office on the date hereof at 1209
Orange Street, Wilmington, Delaware 19801, United States, as its
agent to receive, on its behalf, service of any process, summons,
notice or other document -- applicable if the Transferee is a
foreign entity.] The Transferee agrees that service of any
process, summons, notice or document by U.S. registered mail [to
its respective address set forth in Section 6.5 hereof] [to the
Process Agent] shall be effective service of process for any
litigation brought against it in any such court. Each of the
parties hereto hereby irrevocably and unconditionally waives any
objection to the laying of venue of any litigation arising out of
this Agreement or the transactions contemplated hereby in the
courts of the State of Delaware, and hereby further irrevocably
and unconditionally waives and agrees not to plead or claim in
any such court that any such litigation brought in any such court
has been brought in an inconvenient forum.

5.5. Notices. All notices, requests, demands, applications,
services of process and other communications which are required
to be or may be given under this Agreement shall be deemed to
have been duly given if sent by telex, telecopy or facsimile
transmission or delivered or mailed, certified first class mail,
postage prepaid, return receipt requested, to the parties hereto
at the following addresses:

To Loctite:

Loctite Corporation
10 Columbus Boulevard
Hartford, Connecticut 06103
Attention: General Counsel

<PAGE>

With copies to:

Fried, Frank, Harris, Shriver
& Jacobson
One New York Plaza
New York, New York 10004
Attention: Arthur Fleischer, Jr., P.C.

To Transferee:

[ ]
[ ]
[ ]
Attention: [ ]

With copies to:

[ ]
[ ]
[ ]
Attention: [ ];

or to such other address as any party shall furnish to the other
by notice given in accordance with this Section 5.5. All such
notices, requests, demands and other communications shall be
deemed to have been duly given: at the time delivered by hand, if
personally delivered; three business days after being deposited
in the mail, postage prepaid, if mailed; when receipt is
acknowledged, if telecopied; and on the next business day, if
timely delivered (with charges prepaid) to a recognized national
air courier guaranteeing overnight delivery.

5.6. Further Assurances. Each party hereto shall do and
perform or cause to be done and performed all such further acts and
things and shall execute and deliver all such other agreements,
certificates, instruments and documents as any other party may
reasonably request in order to carry out the intent and
accomplish the purpose of this Agreement and the consummation of
the transactions contemplated hereby.

5.7. Specific Performance. The parties hereto hereby
acknowledge that each party hereto would suffer irreparable
injury and would not have an adequate remedy at law for money
damages if the provisions of this Agreement were not performed in
accordance with their terms. Each party hereto agrees that the
other parties hereto shall be entitled to specific enforcement of
the terms of this Agreement in addition to any other remedy to
which they are entitled, at law or in equity. Furthermore, if
any action or proceeding shall be instituted to enforce the
provisions hereof, any party against whom such action or
proceeding is brought hereby waives the claim or defense
therein that there is an adequate remedy at law, and

<PAGE>

agrees not to urge in any such action or proceeding the claim or
defense that such remedy at law exists.

5.8. Termination. This Agreement shall terminate and be
of no further force and effect on April 14, 2004, and upon the
termination of this Agreement there shall be no liability on the
part of any party to this Agreement with respect to any of the
provisions hereof, with the sole exception that nothing contained
in this Agreement shall in any way relieve any party hereto from
liability for any breach of the provisions of this Agreement for
the period prior to its termination.

5.9. Rights of Action. (a) Except as set forth in this
Section 5.9, nothing in this Agreement shall be construed to give any
person or corporation (other than Loctite and the Transferee) any
legal or equitable right, remedy or claim under this Agreement.
The parties agree that, at any time that there are no
Unaffiliated Directors, the rights of action in respect of this
Agreement shall be vested in the respective holders of Common
Shares; and any holder of Common Shares, without the consent of
any other holder of Common Shares, may, on his own behalf and for
his own benefit, enforce, and may institute and maintain any
suit, action or proceeding against any party to this Agreement to
enforce, any provision of this Agreement. Without limiting the
foregoing or any remedies available to the holders of Common
Shares, it is specifically acknowledged that the holders of
Common Shares would not have an adequate remedy at law for any
breach of this Agreement and will be entitled to specific
performance of the obligations under, and injunctive relief
against actual or threatened violations of the obligations of any
party subject to, this Agreement.

(b) The Transferee hereby agrees that in connection with any
action by Loctite to enforce any provision of this Agreement
against the Transferee, the Transferee will not take any action
that would directly or indirectly prevent Loctite from making the
necessary funds and personnel available to pursue such action.

5.10. Counterparts. This Agreement may
be executed in one or more counterparts, each of which
for all purposes shall be deemed an original and all of
which shall constitute the same instrument.

<PAGE>

IN WITNESS WHEREOF, each of the Transferee and Loctite has
caused this Agreement to be duly executed on its behalf as of the date
first above written.

[NAME OF TRANSFEREE]

By:_____________________
Name:
Title:

LOCTITE CORPORATION

By:_____________________
Name:
Title:

<PAGE>

Exhibit A-2

FORM OF TRANSFEREE
EXECUTIVE OFFICER'S CERTIFICATE
-------------------------------

[Name of Transferee]
[Address of Transferee]

Loctite Corporation
10 Columbus Boulevard
Hartford, Connecticut 06106

Reference is made to the Transferee Agreement, dated as of
[______], between [Insert Name of Transferee] and Loctite Corporation
(the "Transferee Agreement"). The undersigned, [______], an executive
officer of the Transferee, does hereby certify in my capacity as
such executive officer that all of the representations and
warranties of the Transferee set forth in Section 3 of the
Transferee Agreement are true and correct on and as of the date
hereof with the same effect as though made on and as of the date
hereof.

IN WITNESS WHEREOF, the undersigned has duly and validly
executed this Certificate this [insert date of closing of
transfer].

______________________
Name:
Title:

<PAGE>
Exhibit B
---------

Form of Right Certificate

Certificate No. R- ________ Rights

NOT EXERCISABLE AFTER APRIL 14, 2004, OR EARLIER IF
REDEEMED BY THE CORPORATION. THE RIGHTS ARE SUBJECT TO
REDEMPTION AT $.01 PER RIGHT ON THE TERMS SET FORTH IN
THE RIGHTS AGREEMENT.

UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS
AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO
IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE
OR ASSOCIATE THEREOF (AS DEFINED IN THE RIGHTS
AGREEMENT) AND CERTAIN RELATED PERSONS, WHETHER
CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY
SUBSEQUENT HOLDER, SHALL BECOME NULL AND VOID.

Right Certificate

Loctite Corporation

This certifies that _____________, or registered assigns, is
the registered owner of the number of Rights set forth above,
each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Rights Agreement, dated as of
April 14, 1994 (the "Rights Agreement"), between Loctite
Corporation, a Delaware corporation (the "Corporation"), and The
First National Bank of Boston (the "Rights Agent"), to purchase
from the Corporation at any time after the Distribution Date (as
such term is defined in the Rights Agreement) and prior to 5:00
P.M., New York time, on April 14, 2004, unless the Rights
evidenced hereby shall have been previously redeemed by the
Corporation, at the principal office or offices of the Rights
Agent designated for such purpose, or at the office of its
successor as Rights Agent, one fully paid non-assessable share of
Common Stock, with a par value of $.01 per share (the "Common
Shares"), of the Corporation, at a purchase price of $175.00 per
Common Share (the "Purchase Price"), upon presentation and
surrender of this Right Certificate with the Form of Election to
Purchase duly executed. The number of Rights evidenced by this
Right Certificate (and the number of Common Shares which may be
purchased upon exercise hereof) set forth above, and the Purchase
Price set forth above, are the number and Purchase Price as of
April 14, 1994, based on the Common Shares as constituted at such
date.

Upon the occurrence of a Section 11(a)(ii) Event (as such
term is defined in the Rights Agreement), if the Rights

<PAGE>

evidenced by this Right Certificate are beneficially owned by (i)
an Acquiring Person or an Affiliate or Associate of any such Acquiring
Person (as such terms are defined in the Rights Agreement), (ii) a
transferee of any such Acquiring Person, Affiliate or Associate who
becomes a transferee after the Acquiring Person becomes such, or (iii)
under certain circumstances specified in the Rights Agreement, a
transferee of any such Acquiring Person, Affiliate or Associate
who becomes a transferee prior to or concurrently with the
Acquiring Person becoming such, such Rights shall become null and
void and no holder hereof shall have any right with respect to
such Rights from and after the occurrence of such Section
11(a)(ii) Event.

As provided in the Rights Agreement, the Purchase Price and
the number of Common Shares or other securities which may be
purchased upon the exercise of the Rights evidenced by this Right
Certificate are subject to modification and adjustment upon the
happening of certain events, including Triggering Events (as such
term is defined in the Rights Agreement).

This Right Certificate is subject to all of the
terms, provisions and conditions of the Rights Agreement, which
terms, provisions and conditions are hereby incorporated herein
by reference and made a part hereof and to which Rights Agreement
reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities
hereunder of the Rights Agent, the Corporation and the holders of
the Right Certificates, which limitations of rights include the
temporary suspension of the exercisability of such Rights under
the specific circumstances set forth in the Rights Agreement.
Copies of the Rights Agreement are on file at the principal
executive offices of the Corporation and the principal office or
offices of the Rights Agent.

This Right Certificate, with or without other Right
Certificates, upon surrender at the principal office of the
Rights Agent, may be exchanged for another Right Certificate or
Right Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of
Common Shares or other securities as the Rights evidenced by the
Right Certificate or Right Certificates surrendered shall have
entitled such holder to purchase. If this Right Certificate shall
be exercised in part, the holder shall be entitled to receive
upon surrender hereof another Right Certificate or Right
Certificates for the number of whole Rights not exercised.

Subject to the provisions of the Rights Agreement, the
Rights evidenced by this Certificate may be redeemed by the
Corporation at a redemption price of $.01 per Right (subject to
adjustment as provided in the Rights Agreement) payable in Common
Shares or cash.

<PAGE>

No fractional Common Shares will be issued upon the exercise
of any Right or Rights evidenced hereby, but in lieu thereof a
cash payment will be made, as provided in the Rights Agreement.

No holder of this Right Certificate, as such, shall be
entitled to vote or receive dividends or be deemed for any
purpose the holder of the Common Shares or of any other
securities of the Corporation which may at any time be issuable
on the exercise hereof, nor shall anything contained in the
Rights Agreement or herein be construed to confer upon the holder
thereof, as such, any of the rights of a stockholder of the
Corporation or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting
stockholders (except as provided in the Rights Agreement), or to
receive dividends or other distributions or to exercise any
preemptive or subscription rights, or otherwise, until the Right
or Rights evidenced by this Right Certificate shall have been
exercised as provided in the Rights Agreement.

This Right Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Rights
Agent.

WITNESS the facsimile signature of the proper officers of
the Corporation and its corporate seal. Dated as of _________,
____.

ATTEST: LOCTITE CORPORATION

____________________ By___________________
Name: Name:
Title: Title:

Countersigned:

THE FIRST NATIONAL
BANK OF BOSTON

By__________________
Authorized Signatory
Name:
Title:

<PAGE>

Form of the Reverse Side of Right Certificate

FORM OF ASSIGNMENT
------------------

(To be executed by the registered holder if such holder
desires
to transfer the Right Certificate.)

FOR VALUE RECEIVED _______________________________________
hereby sells, assigns and transfers unto ___________________________
____________________________________________________________________
(Please print name and address of transferee)
____________________________________________________________________
this Right Certificate, together with all right, title
and interest therein, and does hereby irrevocably
constitute and appoint _______________ Attorney, to
transfer the within Right Certificate on the books of
the within-named Corporation, with full power of
substitution.

Dated: ______________________, _______
__________________________
Signature

Signature Guaranteed:

Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National
Association of Securities Dealers, Inc., or a commercial bank or
trust company having an office or correspondent in the United
States.

- ------------------------------------------------------------------------

The undersigned hereby certifies that (1) the Rights
evidenced by this Right Certificate are not being sold, assigned or
transferred by or on behalf of a Person who is or was an
Acquiring Person or an Affiliate or Associate thereof (as such
terms are defined in the Rights Agreement) and (2) after due
inquiry and to the best knowledge of the undersigned, the
undersigned did not acquire the Rights evidenced by this Right
Certificate from any Person who is or was an Acquiring Person or
an Affiliate or Associate thereof (as such terms are defined in
the Rights Agreement).

__________________________
Signature

- ------------------------------------------------------------------------

<PAGE>

Form of the Reverse Side of Right Certificate -- continued

FORM OF ELECTION TO PURCHASE
----------------------------

(To be executed by the registered holder if such holder desires
to exercise Rights represented by the Right Certificate.)

To the Rights Agent:

The undersigned hereby irrevocably elects to exercise _________
Rights represented by this Right Certificate to purchase the Common
Shares or other securities issuable upon the exercise of such Rights and
requests that certificates for such Common Shares or other securities be
issued in the name of:

Please insert social security
or other identifying number _____________________________________________

_________________________________________________________________________
(Please print name and address)
_________________________________________________________________________

If such number of Rights shall not be all the Rights evidenced by
this Right Certificate, a new Right Certificate for the balance
remaining of such Rights shall be registered in the name of and
delivered to:

Please insert social security
or other identifying number _____________________________________________

_________________________________________________________________________
(Please print name and address)
_________________________________________________________________________

Dated: ________________, _______
__________________________
Signature
Signature Guaranteed:

<PAGE>

Form of the Reverse Side of Right Certificate -- continued
- --------------------------------------------------------------------
The undersigned hereby certifies that (1) the Rights
evidenced by this Right Certificate are not being exercised by or on
behalf of a Person who is or was an Acquiring Person or an Affiliate
or Associate thereof (as such terms are defined in the Rights
Agreement) and (2) after due inquiry and to the best knowledge of
the undersigned, the undersigned did not acquire the Rights
evidenced by this Right Certificate from any Person who is or was
an Acquiring Person or an Affiliate [or Associate] thereof (as
such terms are defined in the Rights Agreement).

__________________________
Signature

- --------------------------------------------------------------------

NOTICE
------

The signature on the foregoing Forms of Assignment and
Election and certificates must conform to the name as written upon
the face of this Right Certificate in every particular, without
alteration or enlargement or any change whatsoever.

In the event the certification set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be,
is not completed, the Corporation and the Rights Agent will deem the
Beneficial Owner (as such term is defined in the Rights
Agreement) of the Rights evidenced by this Right Certificate to
be an Acquiring Person or an Affiliate or Associate thereof (as
such terms are defined in the Rights Agreement) and such
Assignment or Election to Purchase will not be honored.

<PAGE>
Exhibit C
---------

SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES

UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT,
RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES
AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS
DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN RELATED PERSONS,
WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY
SUBSEQUENT HOLDER, SHALL BECOME NULL AND VOID.

On April 14, 1994, the Board of Directors of Loctite
Corporation (the "Corporation") declared a dividend distribution
of one right (a "Right") for each outstanding share of Common
Stock, $.01 par value per share (the "Common Shares"), of the
Corporation. The dividend is payable to the stockholders of
record on April 25, 1994 (the "Record Date") and with respect to
Common Shares issued thereafter until the Distribution Date (as
defined below), and, in certain circumstances, with respect to
Common Shares issued after the Distribution Date. Except as set
forth below, each Right, when it becomes exercisable, entitles
the registered holder to purchase from the Corporation one Common
Share at a price of $175.00 per Common Share (the "Purchase
Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Corporation and The First National Bank
of Boston, as Rights Agent (the "Rights Agent"), dated as of
April 14, 1994.

Initially, the Rights will be attached to all certificates
representing Common Shares then outstanding, and no separate
Right Certificates (as hereinafter defined) will be distributed.
The Rights will separate from the Common Shares upon the earlier
to occur of (i) the date of a public announcement that a person
or "group" (other than a Grandfathered Stockholder (as
hereinafter defined) has acquired beneficial ownership of 10% or
more of the outstanding Common Shares (except pursuant to a
Permitted Offer, as hereinafter defined); or (ii) 10 days (or
such later date as the Board may determine) following the
commencement of a tender offer or exchange offer the consummation
of which would result in a person or group becoming an Acquiring
Person (as hereinafter defined) (the earlier of such dates being
called the "Distribution Date"). A person or group whose
acquisition of Common Shares causes a Distribution Date pursuant
to clause (i) above is an "Acquiring Person." The date that a
person or group becomes an Acquiring Person is the "Shares
Acquisition Date."

Notwithstanding the foregoing, an Acquiring Person does
not include the following persons ("Grandfathered Stockholders"):
(i) Henkel Corporation, a Delaware corporation

<PAGE>

("Henkel"), (ii) Mr. Robert H. Krieble, Ms. Nancy B. Krieble,
Mr. Frederick B. Krieble, Ms. Collette C. Krieble, Mr.
James P. Fusscas, Ms. Helen K. Fusscas, Mr. Martin
Wolman, Management I, Limited and Management II,
Limited as a "group" (as such term is defined or used
under Rule 13d-5(b) promulgated pursuant to
Section 13(d) of the Securities Exchange Act of 1934,
as amended) (collectively as such group, the "Krieble
Family Group") and (iii) any Permitted Transferee (as
hereinafter defined); provided, however, that, except
under limited circumstances, (a) Henkel will cease to
be a Grandfathered Stockholder at any time after the
date of the Rights Agreement that Henkel beneficially
owns a percentage of outstanding Common Shares in
excess of the Henkel Percentage (as hereinafter
defined) then in effect (other than as a result of a
Permitted Offer), (b) the Krieble Family Group will
cease to be a Grandfathered Stockholder at the time
after the date of the Rights Agreement any member of
the Krieble Family Group beneficially owns any
additional Common Shares (other than as a result of a
stock dividend, a stock split, a grant by the
Corporation pursuant to a directors benefit plan
established by the Corporation of Common Shares or
options to purchase Common Shares (and the exercise
thereof) or a Permitted Offer) and (c) any Permitted
Transferee will cease to be a Grandfathered Stockholder
at the time such Permitted Transferee beneficially owns
any additional Common Shares (other than as a result of
a stock dividend, a stock split or a Permitted Offer).
Initially, the "Henkel Percentage" is 35% of the
outstanding Common Shares and thereafter is subject to
adjustment as follows: (1) in the event of any
transfer of Common Shares by Henkel to any person
(other than by means of a transfer of Common Shares
pursuant to a registered public offering or a broker's
transaction under Rule 144 under the Securities Act of
1933, as amended, and that satisfies certain other
conditions to ensure a wide distribution of those
Common Shares (each such transfer, a "Distribution
Transaction")), the Henkel Percentage will be reduced
by the percentage of outstanding Common Shares so
transferred; (2) in the event of transfers aggregating
more than 10% of the outstanding Common Shares by
Henkel by means of Distribution Transactions, the
Henkel Percentage will be reduced by the aggregate
percentage of outstanding Common Shares so transferred
in excess of 10% of the outstanding Common Shares; and
(3) in the event that the Corporation acquires any
Common Shares, the Henkel Percentage immediately
following such acquisition will equal the greater of
the Henkel Percentage immediately prior to such
acquisition and the percentage of the outstanding
Common Shares beneficially owned by Henkel immediately
following such acquisition.

A "Permitted Transfer" is any transfer of Common Shares
from Henkel, the Krieble Family Group as a whole, or any
Permitted Transferee to any person that (i) has not been
declared an Adverse Person (as hereinafter defined) by a
majority of those directors of the Corporation who are neither

<PAGE>

officers or employees of the Corporation nor a designee or
representative of the proposed transferor (the "Unaffiliated
Directors"), (ii) does not beneficially own, after giving effect
to the transfer, in the case of a transfer from the Krieble
Family Group or any Permitted Transferee, any Common Shares other
than the Common Shares so transferred to such transferee or in
the case of a transfer from Henkel, a percentage of the then
outstanding Common Shares in excess of the lesser of (a) the
Henkel Percentage in effect immediately prior to such proposed
transfer and (b) the sum of 0.3% of the then outstanding Common
Shares and the percentage of the then outstanding Common Shares
so transferred to such transferee, (iii) at least 30 days prior
to the consummation of such proposed transfer, executes and
delivers to the Corporation an agreement substantially in the
form of Exhibit A-1 attached to the Rights Agreement and (iv)
immediately prior to the consummation of such transfer, executes
and delivers to the Corporation an executive officer's
certificate substantially in the form of Exhibit A-2 attached to
the Rights Agreement. The Rights Agreement provides that any
proposed Permitted Transferee will be deemed to be an "Adverse
Person" if it is declared to be an Adverse Person by a majority
of the Unaffiliated Directors after having determined in its
business judgment that beneficial ownership by such proposed
Permitted Transferee of 10% or more of the outstanding Common
Shares would be reasonably likely to materially adversely affect
the Corporation or its stockholders.

The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the
Common Shares. Until the Distribution Date (or earlier redemption
or expiration of the Rights), new Common Share certificates
issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for
transfer of any certificates for Common Shares outstanding as of
the Record Date will also constitute the transfer of the Rights
associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution
Date, separate certificates evidencing the Rights (the "Right
Certificates") will be mailed to holders of record of the Common
Shares as of the close of business on the Distribution Date (and
to each initial record holder of certain Common Shares issued
after the Distribution Date), and these separate Right
Certificates alone will evidence the Rights.

The Rights are not exercisable until the Distribution Date
and will expire at the close of business on April 14, 2004,
unless earlier redeemed by the Corporation as described below.

In the event that any person becomes an Acquiring Person
(except pursuant to a tender or exchange offer which is for all
outstanding Common Shares and (i) which is at a price and

<PAGE>

on terms which a majority of the Disinterested Directors (as
hereinafter defined) and a majority of the entire Board
determines to be adequate and in the best interests of the
Corporation, its stockholders and its other relevant
constituencies, other than such person making such offer, or (ii)
which remains open for a period of at least 60 days after the
tender or exchange offer has commenced and the consummation of
which results in the person on whose basis the tender or exchange
offer is made becoming the beneficial owner of more than 50% of
the outstanding Common Shares (a "Permitted Offer")), each holder
of a Right will thereafter have the right (the "Flip-In Right")
to receive upon exercise the number of Common Shares (or, in
certain circumstances, other securities of the Corporation)
having a value (immediately prior to this triggering event) equal
to two times the Purchase Price of the Right. In lieu of the
Flip-In Right described above, the Board, at its option, may
exchange each Right for one Common Share, provided that at no
time has any person been the beneficial owner of 50% or more of
the outstanding Common Shares. Such an exchange must be
authorized by (a) a majority of the Disinterested Directors and
(b) a majority of all of the directors of the Board. A
"Disinterested Director" means any director of the Corporation
who is neither an officer or employee of the Corporation nor any
designee or representative of any person attempting to effect a
business combination or similar transaction with the Corporation.
Notwithstanding the foregoing, following the occurrence of a
person becoming an Acquiring Person, all Rights that are, or
(under certain circumstances specified in the Rights Agreement)
were, beneficially owned by any Acquiring Person will be null and
void.

In the event that at any time following the Shares
Acquisition Date, (i) the Corporation is acquired in a merger or
other business combination transaction in which the holders of
all of the outstanding Common Shares immediately prior to the
consummation of the transaction are not the holders of all of the
surviving corporation's voting power, or (ii) more than 50% of
the Corporation's assets or earning power is sold or transferred,
in either case with or to (a) an Acquiring Person or any
affiliate or associate or any other person in which such
Acquiring Person, affiliate or associate has an interest or any
person acting on behalf of or in concert with such Acquiring
Person, affiliate or associate, or, (b) any other person (but
only if in any such transaction referred to in clause (i) or (ii)
above, all holders of Common Shares are not treated alike), then
each holder of a Right (except Rights which previously have been
voided as set forth above) will have the right (the "Flip-Over
Right") to receive, upon exercise, common shares of the acquiring
Corporation having a value equal to two times the Purchase Price
of the Right. The holder of a Right will continue to have the
Flip-Over Right whether or not such holder exercises or
surrenders the Flip-In Right.

<PAGE>

The Purchase Price payable, and the number of Common Shares
or other securities issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i)
in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Common Shares, (ii) upon
the grant to holders of the Common Shares of certain rights or
warrants to subscribe for or purchase Common Shares at a price,
or securities convertible into Common Shares with a conversion
price, less than the then current market price of the Common
Shares or (iii) upon the distribution to holders of the Common
Shares of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants
(other than those referred to above).

The number of outstanding Rights and the number of Common
Shares issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or
a stock dividend on the Common Shares payable in Common Shares or
subdivisions, consolidations or combinations of the Common Shares
occurring, in any such case, prior to the Distribution Date.

With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. Fractional
Common Shares will not be required to be issued by the
Corporation, and in lieu thereof, an adjustment in cash will be
made based on the market price of the Common Shares on the last
trading day prior to the date of exercise.

At any time prior to the earlier to occur of (i) a person
becoming an Acquiring Person or (ii) the expiration of the
Rights, the Corporation may redeem the Rights at a price of $.01
per Right (the "Redemption Price"), which redemption will be
effective upon approval of (a) a majority of the Disinterested
Directors and (b) a majority of all of the directors of the
Corporation. Additionally, following the Shares Acquisition Date,
the then outstanding Rights may be redeemed at the Redemption
Price (if approved by (1) a majority of the Disinterested
Directors and (2) a majority of all of the directors of the
Corporation), if this redemption is in connection with a merger
or other business combination transaction or series of
transactions involving the Corporation in which all holders of
Common Shares are treated alike but not involving an Acquiring
Person or its affiliates or associates.

Prior to the Distribution Date, all of the provisions of the
Rights Agreement may be amended by approval of (i) a majority of
the Disinterested Directors and (ii) a majority of all of the
directors of the Corporation. After the Distribution Date, the
provisions of the Rights Agreement may be amended upon approval
of (a) a majority of the Disinterested Directors and (b) a
majority of all of the directors of the Corporation in

<PAGE>

order to cure any ambiguity, defect or inconsistency, or to make
changes which do not adversely affect the interests of holders of
Rights (excluding the interests of any Acquiring Person).

The Rights may not be redeemed, exchanged or amended unless
there is at least one Disinterested Director at the time of such
redemption, exchange or amendment.

Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Corporation,
including, without limitation, the right to vote or to receive
dividends. While the distribution of the Rights will not be
taxable to stockholders of the Corporation, stockholders may,
depending upon the circumstances, recognize taxable income should
the Rights become exercisable or upon the occurrence of certain
events thereafter.

A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a
Registration Statement on Form 8-A dated April 15, 1994. A copy
of the Rights Agreement is available free of charge from the
Corporation. This summary description of the Rights does not
purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is hereby incorporated
herein by reference.