---



SEPARATION AGREEMENT



This
		Separation Agreement is made this 30th day of June, 2006
		between Nalco Company for itself and on behalf of its affiliates
		(collectively the Company or Nalco) and
		Philippe F. Creteur (Mr. Creteur).



Recitals





Mr. Creteurs
		employment with the Company will be terminated on July 31,
		2006.

Mr. Creteur
		entered into a Severance Agreement with the Company with effective
		date of January 1, 2004 (the Severance Agreement), a copy
		of which is attached as Attachment 1.



Mr. Creteur
		entered into a Management Members Agreement with Nalco LLC, an
		indirect parent of Nalco, on or about June 30, 2004, a copy of which
		is attached as Attachment 2, pursuant to which Mr. Creteur was
		given the opportunity to invest in certain equity ownership units in
		Nalco LLC (the Management Members Agreement).



Terms
		not otherwise defined in this Agreement shall have the meanings
		indicated in the Severance Agreement.



Agreement



Accordingly, Mr. Creteur and
		Nalco agree as follows:



1.
			 Termination of
				  Employment and Severance Agreement




Effective July 31, 2006,
		Mr. Creteur will be terminated from all positions held by him as
		an officer, employee or director of Nalco, and all of its
		subsidiaries and affiliates. Mr. Creteur shall execute any
		requested forms to resign from such positions. The terms and
		conditions of the Severance Agreement are incorporated herein by
		reference.



2.
			 Separation
				  Benefits




a.
			 Mr. Creteur and Nalco
				  LLC will separately enter into an amendment of the Management Members
				  Agreement. This Agreement is conditioned upon the parties executing
				  the described amendment to the Management Members Agreement.




b.
			 The Company shall pay
				  Mr. Creteur a cash severance amount of USD 20,050.




---





c.
			 The Company shall
				  reimburse Mr. Creteur for housing through November 1, 2006 and
				  storage through November 1, 2006, such amounts not to exceed USD
				  25,120.




d.
			 The Company will continue
				  Mr. Creteurs current medical and dental coverage for the
				  period through July 31, 2007 at current cost.




e.
			 The Company will reimburse
				  tax assistance for Mr. Creteur up to a cap of USD 5,000.




3.
			 Waiver of Severance
				  Benefit under Severance Agreement




Mr. Creteur waives and
		releases any and all claim he has to the severance benefits under
		Section 3(a) of the Severance Agreement and further waives and
		releases any and all other claims he has to severance payments or
		severance benefits from Nalco or any of its affiliates and any
		housing benefits not specifically stated herein.



All other terms and conditions in
		the Severance Agreement not modified by this Separation Agreement
		shall remain in effect and enforceable.



4.
			 Reconciliation of
				  Expense Reports, Travel Advances, Credit Card Charges, and Other
				  Obligations




If he has not already done so, by
		August 10, 2006, Mr. Creteur will deliver to Nalco a final
		written report and reconciliation of all outstanding travel advances
		and charges made against credit cards issued to Mr. Creteur by
		or on behalf of Nalco. Mr. Creteur shall identify those portions
		of advances and charges which were devoted to personal use and those
		portions that were devoted to the business purposes of Nalco. For the
		portions devoted to Nalcos business purposes, Mr. Creteur
		will provide all of the information normally provided under
		Nalcos practices and procedures, with appropriate
		receipts.



Mr. Creteur will also provide
		a detailed statement of all business expenses which Mr. Creteur
		claims Mr. Creteur incurred for Nalcos business purposes
		which have not been reimbursed.



If the final report of business
		expenses, use of travel advances, and credit card charges reveals
		Mr. Creteur owes Nalco money, the sum owing shall be deducted
		from severance payments. If the report reveals Nalco owes
		Mr. Creteur money, the sum owing shall be promptly paid by
		check.



By filing Mr. Creteurs
		final report of business expenses, expenditure of travel advances,
		and credit card charges, Mr. Creteur warrants the accuracy of
		the report and also that there are no further credit card charges or
		business expenses (except



---



minor telephone charges). Nalco
		shall not reimburse any subsequently reported expenses.



If Mr. Creteur has an unpaid
		obligation to Nalco arising from a loan, cash advance, overpayment,
		or other obligation, Mr. Creteur authorizes Nalco to deduct the
		outstanding debt or obligation from Mr. Creteurs net
		(after withholding taxes and any other withholding obligations)
		severance pay.



Mr. Creteur agrees to
		immediately return all Nalco property to Nalco.





5.
			 General Release and
				  Covenant Not to Sue




In consideration of Nalcos
		promises under this Separation Agreement, Mr. Creteur
		individually, and Mr. Creteurs successors, assigns, heirs,
		and agents, and each and all of them, hereby unconditionally and
		forever release, acquit, and discharge Nalco, its parents (including
		Nalco LLC), subsidiaries and affiliates, and each of their respective
		officers, directors, stockholders, employees, agents, and attorneys
		from any and all claims, demands, liabilities, and causes of action
		of every kind, nature and description whatsoever whether known or
		unknown, or suspected to exist, which Mr. Creteur ever had or
		may now have up to the date of signing this Agreement, against Nalco,
		or any of them, including, any claim arising out of or relating to
		(i) any aspect of Mr. Creteurs employment with Nalco,
		including the termination of such employment; (ii) any federal,
		state, local or other government statute, regulation or ordinance of
		any country, including but not limited to the following US laws,
		Title VII of the Civil Rights Act of 1964, as amended, the Civil
		Rights Act of 1991, the Age Discrimination in Employment Act, 29
		U.S.C. sec. 621 et. seq. as amended by the Older Workers
		Benefit Protection Act of 1990, the Americans with Disabilities Act,
		the Family and Medical Leave Act, the Employee Retirement Income
		Security Act, and the Rehabilitation Act of 1973, The Worker
		Adjustment and Retraining Notification Act and (iii) the common law
		of the jurisdiction wherein Mr. Creteur resides or any other
		jurisdiction, including without limitation, intentional infliction of
		emotional distress, breach of contract and any claims for
		consequential and/or punitive damages for any reason. It is the
		intention of Mr. Creteur that in executing this Agreement
		Mr. Creteur is providing a General Release and that it shall be
		an effective bar to each and every claim, demand and cause of action,
		either known or unknown, for all acts, or omissions of Nalco
		occurring prior to and up to the date this Agreement is executed.
		This release includes but is not limited to:



-
			 any claims for assault,
				  battery, wrongful termination, defamation, invasion of privacy,
				  intentional infliction of emotional distress, or any other tort or
				  common law claims;






---



-
			 any claim to challenge the
				  enforceability of any provision of the Severance Agreement, including
				  but not limited to the noncompetition, nondisclosure, and
				  nonsolicitation provisions in the Severance Agreement;




-
			 any claims for the breach
				  of any written, implied or oral contract;




-
			 any claims of
				  discrimination, harassment or retaliation based on such things as
				  age, national origin, ancestry, race, religion, sex (including sexual
				  harassment), sexual orientation, or physical or mental disability or
				  medical condition or any other protected status;




-
			 any claims for benefits or
				  monetary equivalent of benefits except as provided in this Agreement;
				  and




-
			 any entitlement to
				  reinstatement with or rehire or reemployment by Nalco.




Also waived are any rights to
		attorneys fees, compensation or other recovery as the result of
		any legal action brought by Mr. Creteur or on
		Mr. Creteurs behalf by any other party, based on any right
		Mr. Creteur has released and waived under this Separation
		Agreement. Excepted from this release are claims challenging the
		validity of this Separation Agreement under the Age Discrimination in
		Employment Act. Mr. Creteurs release under the Age
		Discrimination in Employment Act does not apply to any claims that
		arise or may arise based on events that take place after the date
		Mr. Creteur signs this Agreement. Also not released are any
		claims Mr. Creteur may have for a) Workers Compensation
		benefits, b) accrued wages, accrued but unused vacation pay, and
		accrued commissions, if any, up to the date of termination, c) any
		vested pension benefits, or d) any right to unemployment
		benefits.



Mr. Creteur agrees never to
		institute any charge, lawsuit, complaint, proceeding, grievance or
		action of any kind (at law, in equity or otherwise) in any state or
		federal court, or in any other public or private tribunal, against
		Nalco on any grounds, for any occurrence from the beginning of time
		to the effective date of this Agreement. The only exception to this
		covenant not to sue is a claim that challenges the validity of this
		Separation Agreement and alleges age discrimination. If
		Mr. Creteur sues Nalco in violation of this Separation
		Agreement, then Mr. Creteur shall be liable for Nalcos
		actual attorneys fess and other litigation costs incurred in
		defending such matter.



6.
			 Confidentiality and
				  Covenants




Mr. Creteur agrees not to
		disclose any of the terms of this Separation Agreement to anyone,
		other than Mr. Creteurs spouse, attorney, and accountant
		or as required by law. Mr. Creteur may disclose the terms of
		this Separation Agreement to them only upon the understanding they
		shall be bound not to



---



disclose the terms to anyone else.
		Before disclosing these terms to them, Mr. Creteur shall inform
		them of their confidentiality obligations. Similarly, Nalcos
		directors, officers and other employees are not authorized, except as
		required by law, to disclose any of the terms of this Separation
		Agreement to any party outside Nalco (other than Nalcos
		attorneys and auditors) or to other officers or employees of Nalco
		except as necessary in connection with the performance of their
		duties to Nalco.



Disclosure of the terms of this
		Separation Agreement by anyone to whom Mr. Creteur discloses
		them shall be deemed an unauthorized disclosure by
		Mr. Creteur.



In exchange for the consideration
		hereunder, for a period of two (2) years beginning on September 30,
		2006, (i) Mr. Creteur shall not, within any jurisdiction or
		marketing area in which the Company (or its subsidiaries (as such
		term is defined below)) is doing business, directly or indirectly,
		own, manage, operate, control, consult with, be employed by, or
		participate in the ownership, management, operation or control of any
		business of the type and character engaged in or competitive with
		that conducted by the Company (or its subsidiaries); (ii)
		Mr. Creteur shall not, directly or indirectly, employ, solicit
		for employment or otherwise contract for the services of any
		individual who is an employee of the Company (or its subsidiaries and
		affiliates (as such term is defined below)) at the time of this
		Agreement or who shall subsequently become an employee of the Company
		(or its subsidiaries and affiliates).



(a) Mr. Creteur will not
		divulge, transmit or otherwise disclose (except as legally compelled
		by court order, and then only to the extent required, after prompt
		notice to the Company of any such order), directly or indirectly,
		other than in the regular and proper course of business of the
		Company, any confidential knowledge or information with respect to
		the operations, finances, organization or employees of the Company
		(or its Subsidiaries and Affiliates) or with respect to trade
		secrets, confidential or secret processes, services, techniques,
		product formulations, customer information, marketing or business
		plans with respect to the Company (or its Subsidiaries and
		Affiliates); and (ii) Mr. Creteur will not use, directly or
		indirectly, any confidential information for the benefit of anyone
		other than the Company (or its Subsidiaries and Affiliates);provided,
		however, that
		Mr. Creteur has no obligation, express or implied, to refrain
		from using or disclosing to others any such knowledge or information
		which is or hereafter shall become available to the public other than
		through disclosure by Mr. Creteur. All new processes,
		techniques, know-how, inventions, plans, products, patents and
		devices developed, made or invented by Mr. Creteur, alone or
		with others, while an employee of the Company which are related to
		the business of the Company (or its subsidiaries and affiliates)
		shall be and become the sole property of the Company, unless released
		in writing by the Company, and Mr. Creteur hereby assigns any
		and all rights therein or thereto to the Company. All files, records,
		correspondence, memoranda, notes or other documents (including,
		without



---



limitation, those in
		computer-readable form) or property relating or belonging to the
		Company, whether prepared by Mr. Creteur or otherwise coming
		into his possession in the course of the performance of his services
		under this Agreement, shall be the exclusive property of Company and
		shall be delivered to Company and not retained by Mr. Creteur
		(including, without limitations, any copies thereof) upon termination
		of this Agreement for any reason whatsoever.



Mr. Creteur will communicate
		and disclose in writing to the Company all inventions, discoveries,
		improvements, machines, devices, designs, processes, products,
		software, treatments, formulae, mixtures and/or compounds whether
		patentable or not as well as patents and patent applications made,
		conceived, developed or acquired by Mr. Creteur or under which
		Mr. Creteur acquired the right to grant licenses or become
		licensed, whether alone or jointly with others, during his employment
		with the Company (all collectively referred to as
		Inventions). All of Mr. Creteurs right, title
		and interest in, to and under such Inventions, including licenses and
		right to grant licenses are the sole property of the Company and the
		same are hereby assigned to the Company. Any Invention disclosed by
		Mr. Creteur to anyone within one (1) year after September 30,
		2006, which relates to any matters pertaining to, applicable to, or
		useful in connection with, the business of the Company shall be
		deemed to have been made or conceived or developed by
		Mr. Creteur during his employment with the Company.



For all of Mr. Creteurs
		Inventions, Mr. Creteur will execute and deliver all documents
		which the Company shall deem necessary or appropriate to assign,
		transfer and convey to the Company, all of Mr. Creteurs
		right, title, interest in and to such Inventions, and enable the
		Company to file and prosecute applications for Letters Patent of the
		United States and any foreign countries on Inventions as to which the
		Company wishes to file patent applications; and do all other things
		(including the giving of evidence in suits and other proceedings)
		which the Company shall deem necessary or appropriate to obtain,
		maintain, and assert patents for any and all such Inventions and to
		assert its rights in any Inventions not patented.



Mr. Creteur hereby assigns to
		the Company the copyright in all works prepared by Mr. Creteur
		which are or were either within the scope of Mr. Creteurs
		employment with the Company; or,based
		upon information acquired from the Company not normally made
		available to the public; or, commissioned by the Company but not
		within Mr. Creteurs scope of employment.



Mr. Creteur also agrees to do
		all things (including the giving of evidence in suits and other
		proceedings) which the Company shall deem necessary or appropriate to
		obtain, maintain, and enable the Company to protect its rights in and
		to such works.





---



Mr. Creteur hereby releases
		and allows the Company to use, for any lawful purpose, any voice
		reproduction, photograph, or other video likeness of Mr. Creteur
		made in the scope of Mr. Creteurs employment.



All expenses incident to any
		action required by the Company to assign Inventions or copyrights to
		the Company or so taken in its behalf pursuant to the terms of this
		Agreement shall be borne by the Company, including a reasonable
		payment for Mr. Creteurs time and expenses involved if not
		then in the Companys employ.



Mr. Creteur acknowledges that
		a breach of his covenants contained herein may cause irreparable
		damage to the Company (its subsidiaries and affiliates), the exact
		amount of which will be difficult to ascertain, that the remedies at
		law for any such breach will be inadequate and that the payments and
		other benefits, in the Severance Agreement and this Separation
		Agreement, are additional consideration for the covenants contained
		herein. Accordingly, Mr. Creteur agrees that if he breaches any
		of the covenants contained herein, in addition to any other remedy
		which may be available at law or in equity, the Company shall be
		entitled to specific performance and injunctive relief. In addition,
		the breach of any of the covenants contained herein shall entitle the
		Company to permanently withhold, and, if applicable, to recover from
		Mr. Creteur any payments, benefits, or other entitlements, of
		any type owed by the Company to Executive under the Severance
		Agreement, this Separation Agreement, any other agreement or plan
		irrespective of whether the covenants in this Separation Agreement or
		the Severance Agreement are deemed enforceable by a court. The
		Company and Mr. Creteur further acknowledge that the time,
		scope, geographic area and other provisions herein have been
		specifically negotiated by sophisticated commercial parties and agree
		that all such provisions are reasonable under the circumstances of
		the activities contemplated by this Agreement. In the event that the
		covenants herein shall be determined by any court of competent
		jurisdiction to be unenforceable by reason of their extending for too
		great a period of time or over too great a geographical area or by
		reason of their being too extensive in any other respect, they shall
		be interpreted to extend only over the maximum period of time for
		which they may be enforceable and/or over the maximum geographical
		area as to which they may be enforceable and/or to the maximum extent
		in all other respects as to which they may be enforceable, all as
		determined by such court in such action.



Mr. Creteur agrees to
		cooperate with the Company during his employment hereunder and
		thereafter (including following Mr. Creteurs termination
		of employment for any reason), by making himself reasonably available
		to testify on behalf of the Company in any action, suit, or
		proceeding, whether civil, criminal, administrative, or
		investigative, and to assist the Company, in any such action, suit,
		or proceeding, by providing information and meeting and consulting
		with the Companys Board of Directors or its representatives or
		counsel, or representatives or counsel to the Company, as reasonably
		requested;provided,
		howeverthat the same does
		not materially interfere with his then current professional
		activities or



---



important personal activities and
		is not contrary to the best interests of Mr. Creteur. The
		Company agrees to reimburse Mr. Creteur, on an after-tax basis,
		for all expenses including pre-approved legal expenses, actually
		incurred in connection with his provision of testimony or
		assistance.



Mr. Creteur will not make
		statements or representations, or otherwise communicate, directly or
		indirectly, in writing, orally, or otherwise, or take any action
		which may, directly or indirectly, disparage the Company, its
		subsidiaries or its or their respective officers, directors,
		employees, advisors, businesses or reputations. The Company agrees
		that it shall advise the members of the Board of Directors and its
		senior officers not to disparage Mr. Creteur and the Company
		shall use its reasonable business efforts to prevent them from doing
		so; provided,
		however,the Companys
		obligations to Mr. Creteur in the immediately preceding sentence
		shall not apply to any oral, written or electronic statements,
		representations or other communications made internally at the
		Company by any member of the Board of Directors or any of the
		Companys senior officers if such oral, written or electronic
		statements, representations or other communications are made by any
		of the foregoing individuals in the course of such individuals
		duties, responsibilities or obligations to the Company.
		Notwithstanding the foregoing, nothing in this Agreement shall
		preclude Mr. Creteur or a representative of the Company from
		making truthful statements or disclosures that are required by
		applicable law, regulation or legal process.



7.
			 Additional
				  Provisions




A.
			 Mr. Creteur
				  acknowledges and agrees that:




-
			 Mr. Creteur is
				  entering into this Agreement knowingly and voluntarily and of
				  Mr. Creteurs own free will and not because of any threats
				  or duress;




-
			 Mr. Creteur has been
				  advised by this Agreement to consult with an attorney before signing
				  this Agreement;




-
			 Mr. Creteur has read
				  this Agreement and understands its provision, including that a
				  portion of the consideration being paid by Nalco is for a release of
				  any rights or claims under the Age Discrimination in Employment
				  Act:




-
			 Mr. Creteur
				  understands that Mr. Creteur may take up to 21 days to consider
				  this Agreement before signing it;




-
			 After Mr. Creteur
				  signs this Agreement, Mr. Creteur will have 7 days to revoke
				  it;






---



-
			 If Mr. Creteur wants
				  to revoke it, Mr. Creteur must deliver a written notice of
				  revocation to Ms. Mary Manupella at Nalco headquarters in
				  Naperville, IL. If Mr. Creteur does not revoke it within 7 days
				  after having signed it, this Agreement will become final between and
				  enforceable by the parties; and




-
			 If Mr. Creteur
				  chooses to revoke this Agreement within 7 days after Mr. Creteur
				  signs it, Mr. Creteur will not receive consideration set forth
				  above, or the other benefits described hereunder.




Any
		violation by Mr. Creteur of the covenants, commitments, or
		obligations, in this Agreement shall release Nalco from its
		obligation to provide any other benefits promised in this Agreement
		and shall release any rights in the vesting of any units in Nalco
		LLC. Nalcos right to withhold benefits and Nalco LLCs
		right to refuse the vesting of any Nalco LLC units shall be without
		prejudice to any other remedy available to Nalco for breach of this
		Agreement.



B.
			 Mr. Creteur shall not
				  directly or indirectly employ, solicit for employment, or otherwise
				  contract for the services of any individual who is an employee of the
				  Company or its affiliates for a period of 5 years.




In Witness Whereof, the parties
		have executed this Agreement on the date indicated:





NALCO COMPANY







By:/S/ Mary
				  Manupella
			 /S/ Philippe F.
				  CreteurTitle: Vice
				  President
			 Mr. Philippe F.
				  Creteur








---