0000950136-08-000956 Sample Contracts

NALCO HOLDING COMPANY RESTRICTED SHARES GRANT AGREEMENT John P. Yimoyines
Restricted Shares Grant Agreement • February 28th, 2008 • Nalco Holding CO • Miscellaneous chemical products • New York

THIS AGREEMENT, is made effective as of June 7, 2007 (the “Grant Date”), (the fifth business day of the month following the Compensation Committee action) between Nalco Holding Company (the “Company”) and John P. Yimoyines (the “Participant”).

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SEPARATION AGREEMENT
Separation Agreement • February 28th, 2008 • Nalco Holding CO • Miscellaneous chemical products • Illinois

This Separation Agreement is made this 18th day of May, 2007 between Nalco Company, for itself and on behalf of its direct or indirect affiliates, parents, subsidiaries and predecessors (collectively the “Company” or “Nalco”) and Daniel M. Harker (“Mr. Harker”).

DEATH BENEFIT AGREEMENT David Johnson
Death Benefit Agreement • February 28th, 2008 • Nalco Holding CO • Miscellaneous chemical products • Illinois

THIS AGREEMENT, effective December 2, 2007 between Nalco Company (hereinafter “Nalco”), a corporation organized and existing under the laws of Delaware, and David Johnson (hereinafter “Executive”).

CONSULTING AGREEMENT Mr. John P. Yimoyines
Consulting Agreement • February 28th, 2008 • Nalco Holding CO • Miscellaneous chemical products • Illinois

CONSULTING AGREEMENT (this “Agreement”), dated as of March 15, 2006 (“Effective Date”), by and between Nalco Company, a Delaware corporation (the “Company”), and Mr. John P. Yimoyines (“Consultant”).

SEPARATION AGREEMENT
Separation Agreement • February 28th, 2008 • Nalco Holding CO • Miscellaneous chemical products • Illinois

This Separation Agreement is made this 30th day of June, 2007 between Nalco Company, for itself and on behalf of its direct or indirect affiliates, parents, subsidiaries and predecessors (collectively the “Company” or “Nalco”) and William J. Roe (“Mr. Roe”).

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