DEATH BENEFIT AGREEMENT

	 

	 
		Gregory N. Nelson
	 

	 
		THIS AGREEMENT, effective January 17, 2005, between Nalco Company
		(hereinafter “Nalco”), a corporation organized and existing under the
		laws of Delaware, and Gregory N. Nelson name (hereinafter
		“Executive”).
	 

	 
		WHEREAS, the Executive is employed by Nalco as a corporate
		officer; and
	 

	 
		WHEREAS, in consideration of Executive’s future services
		to Nalco, Nalco will agree to pay to the Executive or the Executive’s
		designees certain benefits in accordance with the provisions and conditions
		hereinafter set forth; and
	 

	 
		NOW, THEREFORE, for value received and in consideration of the mutual
		covenants contained herein, the parties covenant and agree as follows:
	 

	 
		ARTICLE I
	 

	 
		DEATH BENEFIT
	 

	 
		If the termination of the Executive’s
		employment is on account of the Executive’s death during employment with
		Nalco while eligible under this Agreement, Nalco will pay a benefit under this
		Agreement, in an amount equal to Two Hundred Percent (200%) of the
		Executive’s base annual salary as of the date of the Executive’s last
		day of work, to such beneficiary or beneficiaries as the Executive may have
		designated by filing with Nalco a notice in writing in a form attached hereto
		as Exhibit A.
	 

	 
		If the Executive dies at any time after
		retirement (meaning he qualifies for retiree health and welfare benefits i.e. -
		has ten or more years of service with Nalco after age 45), and before reaching
		62 years of age, with this Agreement having been in effect at the time of such
		qualification, Nalco will pay a benefit under this Agreement in an amount equal
		to Two Hundred Percent (200%) of the Executive’s base annual salary as of
		the date of the Executive’s last day of work, to such beneficiary or
		beneficiaries as the Executive may have designated by filing with Nalco a
		notice in writing in a form attached hereto as Exhibit A.
	 

	 
		If the Executive dies at any time after
		retirement from employment (as defined in the preceding paragraph) with Nalco
		and after reaching 62 years of age, with this Agreement having been in effect
		at the time of retirement, Nalco will pay a benefit under this Agreement in an
		amount equal to Three Hundred Percent (300%) of the Executive’s base
		annual salary as of the date of the Executive’s last day of work, to such
		beneficiary or beneficiaries as the Executive may have designated by filing a
		notice in writing in a form attached hereto as Exhibit A.
	 

	 
		In the absence of any such designation of
		beneficiaries, such benefit which is payable will be paid to the
		Executive’s estate. Such benefit which is payable will be paid by Nalco in
		a lump sum within thirty (30) days following the date of Executive’s
		death, or within thirty (30) days following the settlement date with the
		insurance company if a policy is taken out by Nalco, whichever is later. If the
		termination of the Executive’s employment is on account of any occurrence
		or circumstances other than the Executive’s death or retirement after
		qualifying for retiree health and welfare benefits, no benefit will be payable
		under this Agreement.
	 

	 
		 
	 



	 
	 

	 

	 
		ARTICLE II
	 

	 
		MISCELLANEOUS PROVISIONS
	 

	 
		2.1 Satisfaction of Claim
	 

	 
		The Executive agrees that the
		Executive’s rights and interests under this Agreement, and rights and
		interests under this Agreement of any persons taking under or through the
		Executive, will be completely satisfied upon compliance by Nalco with the
		provisions of this Agreement.
	 

	 
		2.2 Amendments/Entire
		Agreement
	 

	 
		This Agreement may be altered, amended or
		revoked only by a written instrument signed by Nalco and the Executive. This
		Agreement represents the entire agreement of the parties with respect to the
		subject matter hereof. 
	 

	 
		2.3 Governing Law
	 

	 
		This Agreement will be governed by the laws
		of the State of Illinois.
	 

	 
		2.4 Non-Assignable Rights
	 

	 
		It is agreed that neither the Executive nor
		the Executive’s spouse, nor other beneficiary, will have any right to
		commute, sell, assign, transfer or otherwise convey the right to receive any
		payments hereunder without having the written consent of Nalco to do so. Such
		payments and the right thereto are expressly declared to be non-assignable and
		non-transferable.
	 

	 
		2.5 No Contract of Employment
		Created
	 

	 
		This Agreement will not be deemed to
		constitute a contract of employment between the parties hereto, nor will any
		provision hereof restrict the right of Nalco to discharge the Executive, or
		restrict the right of the Executive to terminate the Executive’s
		employment.
	 

	 
		2.6 Non-Secured Promise
	 

	 
		2.6.1 The rights of the Executive under this
		Agreement and of any beneficiary of the Executive will be solely those of an
		unsecured creditor of the Corporation. Any insurance policy or any other asset
		acquired or held by Nalco in connection with the liabilities assumed by it
		hereunder, will not be deemed to be held under any trust for the benefit of the
		Executive or the Executive’s beneficiaries or to be security for the
		performance of the obligations of Nalco, but will be, and remain, a general,
		unpledged, unrestricted asset of Nalco.
	 

	 
		2.6.2 The benefits under this Agreement will
		be paid by Nalco from its general assets. To cover all or part of its potential
		liabilities under the plan, Nalco may, but need not, purchase life insurance
		policies on the life of the Executive, but the Executive will not have any
		preferred claim against the policies or any beneficial ownership in the
		policies under this Agreement. Nalco makes no representation that it will use
		any life insurance policies acquired by it and insuring the life of the
		Executive only to provide benefits under this Agreement or that any such
		policies will, in any way, represent security for the payment of the benefits
		provided for in this Agreement. An Executive’s right to a benefit under
		this Agreement will not, except as may be provided for in paragraph 2.7, be
		limited or governed in any way by the amount of insurance proceeds received by
		Nalco.
	 

	 
		 
	 



	 
	 

	 

	 
		2.7 Limitations on Benefits
	 

	 
		2.7.1 If Nalco does deem it appropriate to
		insure all or any part of its obligation, in accordance with Section 2.6.2
		Nalco will so notify the Executive. The Executive agrees to take whatever
		actions may be necessary to enable Nalco to timely apply for and acquire such
		insurance and to fulfill the requirements of the insurance company relative to
		the insurance thereof.
	 

	 
		2.7.2 If the Executive is required by this
		Agreement to submit information to the insurance company and if the Executive
		has made a material misrepresentation in an application for any insurance that
		is used to insure its obligations under this Agreement, and if as a result of
		that material misrepresentation the insurance company is not required to pay
		all or any part of the benefit provided under that insurance, the
		Executive’s right to a benefit under this Agreement will be reduced by the
		amount of the benefit that is not paid by the insurance company because of such
		material misrepresentation.
	 

	 
		2.7.3 No benefit will be payable under this
		Agreement if the Executive dies by suicide within two years after the effective
		date of this Agreement. No increase in the amount of any benefit provided in
		this Agreement will be payable under this Agreement if the Executive dies by
		suicide within two years after the effective date of such increase.
	 

	 
		2.8 Administrator
	 

	 
		Nalco’s Employee Benefit Plan
		Administration Committee (EBPAC) will be the Administrator under this
		Agreement. EBPAC may authorize or designate a person or group of persons to
		fulfill the responsibilities of EBPAC as Administrator. The Administrator (or
		designee(s)) may employ others to render advice with regard to its
		responsibilities under this Agreement. 
	 

	 
		2.9 Claims Procedure
	 

	 
		2.9.1 Filing Claims.
		Any insured, beneficiary or other individual (hereinafter “Claimant”)
		entitled to benefits under the Agreement will file a claim request with the
		Administrator. The Administrator will, upon written request of a Claimant, make
		available copies of any claim forms or instructions or advise the Claimant
		where such forms or instructions may be obtained. The Administrator shall
		notify Claimant in writing of its decision within thirty (30) days of its
		receipt of Claimant’s claim request. If the Administrator fails to notify
		Claimant of its decision with such thirty (30) day period, the claim shall be
		deemed denied upon the expiration of the thirty (30) day period.
	 

	 
		2.9.2 Review Procedure. Within thirty (30) days after receipt of a denial of a
		claim (or within thirty (30) days after date of deemed denial) a Claimant may
		file a written request for review with the Administrator. The Administrator
		will then make available copies of any pertinent forms or instructions or
		advise Claimant where such forms or instructions may be obtained.
	 

	 
		EBPAC (or its designee(s)) will have the
		sole responsibility for the review of any denied claim and will take all steps
		appropriate in the light of its findings. EBPAC shall notify Claimant, in
		writing, of its decision on appeal within thirty (30) days following receipt of
		Claimant’s written request for review of the denied claim.
	 

	 
		IN WITNESS WHEREOF, the parties have hereunto set their hands and seals,
		Nalco by its duly authorized officer, on the day and year first written
		above.
	 

	 

	 
	 

	 

	 
		Executive
	 

	 
		 
	 

	 
		/S/ Gregory N. Nelson 
	 

	 
		Gregory N. Nelson
	 

	 
		Nalco Company
	 

	 
		/S/ Stephen N.
		Landsman