Exhibit 23
Agreement to be Bound
Effective as of December 15, 2004, HC Investments, Inc, was merged with and into
Xxxxxx Corporation (the "Merger"), with Xxxxxx Corporation being the surviving
entity.
As a consequence of the Merger and by operation of Delaware law, Xxxxxx
Corporation succeeded to the ownership of all 29,333,328 shares of common stock
of Ecolab Inc. owned by HC Investments, Inc. at the effective date of the
Merger.
In accordance with Section 5(a)(ii) of the Second Amended and Restated
Stockholder's Agreement dated as of November 30, 2001 between Ecolab Inc. and
Xxxxxx KGaA (the "Agreement"), Henkel Corporation herewith confirms and agrees
that it is bound by the terms of the Agreement.
XXXXXX CORPORATION
BY: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, Assistant Treasurer
Date: Executed as of December 15, 2004