SEPARATION
		AGREEMENT
	 

	 
		 
	 

	 
		               This
		Separation Agreement is made this 14th day of July, 2006 between
		Nalco Company , for itself and on behalf of its affiliates
		(collectively the “Company” or “Nalco”) and Mark
		W. Irwin (“Mr. Irwin”).
	 

	 
		 
	 

	 
		Recitals
	 

	 
		 
	 

	 
		                 Mr. Irwin’s
		employment with the Company will be terminated on September 30,
		2006.
	 

	 
		 
	 

	 
		                Mr. Irwin
		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. Irwin
		entered into a Management Members Agreement with Nalco LLC, an
		indirect parent of Nalco, on or about June, 2004, a copy of which is
		attached as Attachment 2, pursuant to which Mr. Irwin was given
		the opportunity to invest in certain equity ownership units in Nalco
		LLC (the “Management Members Agreement”) part of the 2004
		Nalco LLC equity program (the “Management Equity
		Program”).
	 

	 
		 
	 

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

	 
		 
	 

	 
		Agreement
	 

	 
		 
	 

	 
		Accordingly, Mr. Irwin and
		Nalco agree as follows:
	 

	 
		 
	 

	 
			
				
				  1.
				

			 	
				
				  Termination of
				  Employment and Severance Agreement
				

			 

 

	 
		 
	 

	 
		Effective September, 2006,
		Mr. Irwin 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. Irwin 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 and
				  Pro-Rata Participation in Management Equity Program
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  a.
				

			 	
				
				  Mr. Irwin and Nalco
				  LLC will enter into an agreement amending the Management Members
				  Agreement and this Agreement is conditioned upon such amendment being
				  executed between Mr. Irwin and Nalco LLC. 
				

			 

 

	 
		 
	 

	 
			
				
				  3.
				

			 	
				
				  Waiver of Severance
				  Benefit under Severance Agreement
				

			 

 

	 
		 
	 

	 
		Mr. Irwin waives and releases
		any and all claim he has to the severance benefits under Sections
		3(a) of the Severance Agreement and the letter from William H. Joyce
		dated July 19, 2004, and Mr. Irwin further waives and releases
		any and all
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		other claims he has to severance
		payments or severance benefits from Nalco or any of its affiliates or
		any housing benefits not 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
		October 10, 2006, Mr. Irwin will deliver to Nalco a final
		written report and reconciliation of all outstanding travel advances
		and charges made against credit cards issued to Mr. Irwin by or
		on behalf of Nalco. Mr. Irwin 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. Irwin
		will provide all of the information normally provided under
		Nalco’s practices and procedures, with appropriate
		receipts.
	 

	 
		 
	 

	 
		Mr. Irwin will also provide a
		detailed statement of all business expenses which Mr. Irwin
		claims Mr. Irwin 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. Irwin owes Nalco money, the sum owing shall be deducted from
		severance payments. If the report reveals Nalco owes Mr. Irwin
		money, the sum owing shall be promptly paid by check. 
	 

	 
		 
	 

	 
		By filing Mr. Irwin’s
		final report of business expenses, expenditure of travel advances,
		and credit card charges, Mr. Irwin 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. Irwin has an unpaid
		obligation to Nalco arising from a loan, cash advance, overpayment,
		or other obligation, Mr. Irwin authorizes Nalco to deduct the
		outstanding debt or obligation from Mr. Irwin’s net (after
		withholding taxes and any other withholding obligations) severance
		pay. 
	 

	 
		 
	 

	 
		Mr. Irwin 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. Irwin
		individually, and Mr. Irwin’s successors, assigns, heirs,
		and agents, and each and all of them, hereby unconditionally and
		forever release, acquit, and discharge 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Nalco, its parents, 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. Irwin 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. Irwin’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. Irwin 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. Irwin that in executing
		this Agreement Mr. Irwin 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. Irwin or on
		Mr. Irwin’s behalf by any 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		other party, based on any right
		Mr. Irwin 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. Irwin’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. Irwin signs this Agreement. Also not released are any claims
		Mr. Irwin 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. Irwin 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. Irwin sues Nalco in violation of this Separation Agreement,
		then Mr. Irwin shall be liable for Nalco’s actual
		attorneys’ fess and other litigation costs incurred in defending
		such matter
	 

	 
		 
	 

	 
			
				
				  6.
				

			 	
				
				  Confidentiality and
				  Covenants
				

			 

 

	 
		 
	 

	 
		Mr. Irwin agrees not to
		disclose any of the terms of this Separation Agreement to anyone,
		other than Mr. Irwin’s spouse, attorney, and accountant or
		as required by law. Mr. Irwin 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. Irwin 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. Irwin discloses them
		shall be deemed an unauthorized disclosure by Mr. Irwin.
	 

	 
		 
	 

	 
		In exchange for the consideration
		hereunder, for a period of two (2) years beginning on September 30,
		2006, (i) Mr. Irwin 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. Irwin 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. Irwin 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. Irwin 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. Irwin
		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. Irwin. All new processes, techniques,
		know-how, inventions, plans, products, patents and devices developed,
		made or invented by Mr. Irwin, 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. Irwin 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. Irwin 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. Irwin
		(including, without limitations, any copies thereof) upon termination
		of this Agreement for any reason whatsoever.
	 

	 
		 
	 

	 
		Mr. Irwin 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. Irwin or under which
		Mr. Irwin 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. Irwin’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. Irwin 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. Irwin
		during his employment with the Company.
	 

	 
		 
	 

	 
		For all of Mr. Irwin’s
		Inventions, Mr. Irwin 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. Irwin’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. Irwin hereby assigns to
		the Company the copyright in all works prepared by Mr. Irwin
		which are or were either: within the scope of Mr. Irwin’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. Irwin’s scope of employment.
	 

	 
		 
	 

	 
		Mr. Irwin 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. Irwin hereby releases and
		allows the Company to use, for any lawful purpose, any voice
		reproduction, photograph, or other video likeness of Mr. Irwin
		made in the scope of Mr. Irwin’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. Irwin’s time and expenses involved if not
		then in the Company’s employ. 
	 

	 
		 
	 

	 
		Mr. Irwin 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. Irwin 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. Irwin 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. Irwin 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. Irwin agrees to cooperate
		with the Company during his employment hereunder and thereafter
		(including following Mr. Irwin’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, however that 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. Irwin. The Company agrees to reimburse Mr. Irwin, 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. Irwin 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. Irwin and the Company shall
		use its reasonable business efforts to prevent them from doing
		so; provided,
		however, the Company’s
		obligations to Mr. Irwin 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. Irwin 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. Irwin
				  acknowledges and agrees that:
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  -
				

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

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  -
				

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

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  -
				

			 	
				
				  Mr. Irwin has read
				  this Agreement and understands its provisions, 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. Irwin understands
				  that Mr. Irwin may take up to 21 days to consider this Agreement
				  before signing it;
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  -
				

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

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  -
				

			 	
				
				  If Mr. Irwin wants to
				  revoke it, Mr. Irwin must deliver a written notice of revocation
				  to Ms. Mary Manupella at Nalco headquarters in Naperville, IL.
				  If Mr. Irwin 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. Irwin chooses
				  to revoke this Agreement within 7 days after Mr. Irwin signs it,
				  Mr. Irwin will not receive consideration set forth above, or the
				  other benefits described hereunder. 
				

			 

 

	 
		 
	 

	 
		Any violation by Mr. Irwin 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. Irwin 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/ Mark W.
				  Irwin
				

			 
	
				
				  Title:
				

			 	
				
				  Vice President
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Mr. Mark W.
				  Irwin