SEVERANCE AGREEMENT
	 

	 
		AGREEMENT effective as of July 1, 2005
		between Nalco Company (the “Company”) and Gregory N. Nelson
		(“Executive”).
	 

	 
		WHEREAS, Executive is currently a valued
		employee of the Company;
	 

	 
		WHEREAS, Executive has been offered the
		opportunity to enter into certain equity and option agreements relating to the
		Company; and
	 

	 
		WHEREAS, the Company desires to promote the
		continued good performance of Executive by offering this Severance Agreement;
		and
	 

	 
		WHEREAS, the parties desire to enter into
		this Agreement;
	 

	 
		NOW, THEREFORE, in consideration of the
		premises and mutual covenants herein and for other good and valuable
		consideration, the parties agree as follows:
	 

	 
		1. Definitions. For purposes of this
		Agreement, the following terms shall have the meanings indicated.
	 

	 
		“BASE SALARY” means
		Executive’s annual base salary immediately prior to the Severance;
	 

	 
		“CAUSE” means (i) Executive’s
		conviction of, plea of nolo contendere or guilty to, or written admission of,
		the commission of a felony, (ii) any act by Executive involving moral
		turpitude, fraud or misrepresentation with respect to his duties for the
		Company, or (iii) gross negligence, willful misconduct, or an unjustified
		refusal on the part of Executive to perform his duties as an employee, officer
		or member of the Company.
	 

	 
		“CHANGE OF CONTROL” is an
		occurrence on which either (i) the Company ceases, for any reason, to be a
		member of the same controlled group as Parent within the meaning of Section
		414(b) and (c) of the Code, except that a 50% ownership test shall be applied
		in lieu of the 80% ownership test specified in each of the foregoing Sections
		of the Code (the “PARENT CONTROLLED GROUP”), or (ii) all or at least
		80% of the assets of the Company and its majority owned (by voting control)
		entities are sold to an entity outside the Parent Controlled Group.
	 

	 
		“CODE” means the Internal Revenue
		Code of 1986, as amended.
	 

	 
		“COMPANY” means Nalco Company and
		any successor (whether direct or indirect) to all or substantially all of the
		stock, assets or business of Nalco Company.
	 

	 
		“EQUITY AGREEMENTS” means those
		Agreements executed simultaneously with this Agreement pursuant to which
		Executive is purchasing certain Units and
	 

	 
		 
	 



	 
	 

	 

	 
		restricted Units in Nalco LLC.
	 

	 
		“GAINS” means any gains which
		Executive receives on any Units which are the subject of the Equity Agreement,
		as a result of a Company purchase of such Units at the time Executive’s
		employment with the Company terminates.
	 

	 
		“GOOD REASON” means the occurrence
		of any of the following events without Executive’s written consent, (i) a
		reduction by the Company in Executive’s annual base salary, or (ii) a
		material reduction by the Company in Executive’s duties and
		responsibilities, or the assignment to Executive of duties that are
		inconsistent, in a material respect, with the scope of duties and
		responsibilities associated with Executive immediately prior to the Change of
		Control.
	 

	 
		“TARGET BONUS” means, with respect
		to any fiscal year of the Company, the target annual bonus, assuming
		achievement of 100% of target, under the applicable Company annual incentive
		plan, (currently known as the Management Incentive Plan) for Executive for such
		year, but shall exclude any bonus payable under the Long Term Cash Incentive
		Plan or its equivalent.
	 

	 
		“PARENT” means Nalco Holdings
		LLC.
	 

	 
		2. Term of Agreement. This Agreement shall
		be in effect from the date hereof until December 31, 2008 (the
		“Term”); provided, however, that if a Change in Control shall occur
		prior to December 31, 2008, the Term shall then continue until the second
		anniversary of such Change of Control or December 31, 2008, whichever is
		longer. Notwithstanding the foregoing, Executive’s employment at all times
		shall be deemed to be an employment at-will and Executive’s employment may
		be terminated at will by Executive or the Company.
	 

	 
		3. Severance.
	 

	 
		(a) Termination Without Cause by the
		Company; by Executive for Good Reason. If Executive’s employment with the
		Company is terminated during the Term by the Company without Cause or by
		Executive for Good Reason, in lieu of any other severance benefits to which
		Executive would be entitled under either any other plan or program of the
		Company or an existing employment or severance agreement with the Company,
		Executive shall be entitled to the following benefits.
	 

	 
		(i) The Company shall pay Executive, within
		thirty days of the date of such termination of employment (the “DATE OF
		TERMINATION”) in a lump sum payment A) accrued unpaid Base Salary through
		the Date of Termination, B) any prior year bonus earned but not paid, C)
		severance equal to one and one-half (1.5) times Base Salary and Target Bonus.
		The Company shall also pay a pro-rata portion of any Management Incentive Bonus
		for the year of termination based on the portion of the year elapsed through
		the date of termination, any such Management Incentive Bonus being paid in
		accordance with the Company’s normal cycle for such payment. This lump sum
		shall be reduced by the amount of any Gains (but in no event less than zero),
		even if such Gains are to be paid by the Company after the date the payment is
		required hereunder.
	 

	 
		(ii) Except as otherwise indicated herein,
		Executive 
	 




	 
	 

	 

	 
		shall receive any other benefits they are
		otherwise eligible for under other plans or programs of the Company in
		accordance with their terms. Executive shall have the right to continue medical
		or dental benefits for a period equal to the severance pay period at the active
		employee rate. For clarity, the severance pay period shall equal the number of
		year(s) used to calculate the payment under Section 3(a)(i)(D).
	 

	 
		(iii) Other than the benefits set forth in
		this Section 3(a), the Company and its affiliates will have no further
		obligations hereunder with respect to Executive following the Date of
		Termination.
	 

	 
		(iv) Executive shall not be required to
		mitigate damages or the amount of any payment provided for under this Agreement
		by seeking other employment or otherwise, nor will any payments hereunder be
		subject to offset in respect of any claims which the Company may have against
		Executive, nor, shall the amount of any payment or benefit provided for in this
		Section 3 be reduced by any compensation earned as a result of Executive’s
		employment with another employer.
	 

	 
		(b) Any Other Termination. If
		Executive’s employment is terminated during the Term of this Agreement for
		any reason other than as set forth in Section 3(a), neither Executive nor his
		estate shall be entitled to any severance payments or insurance benefits under
		this Agreement.
	 

	 
		(c) Covenants and Release. As a condition
		precedent to payment under this Agreement or payment of severance or grant of
		any other benefit hereunder, Executive must comply with, and continue to comply
		with, the Covenants and Terms attached hereto as Exhibit A, and sign and
		deliver a release to the Company within one week after the termination of
		Executive’s employment in a form substantially in the form of General
		Release, attached hereto as Exhibit B.
	 

	 
		4. Termination of Other Benefits and
		Agreements
	 

	 
		(a) The parties mutually terminate, and
		Executive hereby waives and releases any and all claims he or she has, either
		existing or to be earned in the future relating to, any existing agreement
		Executive has with the Company or any of its affiliates, relating to severance,
		change-in-control, supplemental retirement benefits, letter of credit or
		pension benefits other than those available through the standard Nalco pension
		plans and the benefits granted to Executive under the Stock Option Agreement
		executed by Executive and the Conmpany contemporaneously with this
		Agreement.
	 

	 
		5. Miscellaneous.
	 

	 
		(a) Governing Law. This Agreement shall be
		governed by and 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		construed in accordance with the laws of
		Illinois without reference to the principles of conflict of laws.
	 

	 
		(b) Entire Agreement/Amendments. This
		Agreement contains the entire understanding of the parties with respect to the
		severance payable to Executive in the event of a termination of employment.
		There are no restrictions, agreements, promises, warranties, covenants or
		undertakings between the parties with respect to the subject matter herein
		other than those expressly set forth herein. This Agreement may not be altered,
		modified, or amended except by written instrument signed by the parties
		hereto.
	 

	 
		(c) No Waiver. The failure of a party to
		insist upon strict adherence to any term of this Agreement on any occasion
		shall not be considered a waiver of such party’s rights or deprive such
		party of the right thereafter to insist upon strict adherence to that term or
		any other term of this Agreement.
	 

	 
		(d) Severability. If any one or more of the
		provisions of this Agreement shall be or become invalid, illegal or
		unenforceable in any respect, the validity, legality and enforceability of the
		remaining provisions of this Agreement shall not be affected thereby.
	 

	 
		(e) Assignment. This Agreement shall not be
		assignable by Executive and shall be assignable by the Company only with the
		consent of Executive; provided, however, that the Company shall require any
		successor to substantially all of the stock, assets or business of the Company
		to assume this Agreement.
	 

	 
		(f) Successors; Binding Agreement. This
		Agreement shall inure to the benefit of and be binding upon the personal or
		legal representatives, executors, administrators, successors, including
		successors to all or substantially all of the stock, business and/or assets of
		the Company, heirs, distributees, devisees and legatees of the parties.
	 

	 
		(g) Notice. For the purpose of this
		Agreement, notices and all other communications provided for in the Agreement
		shall be in writing and shall be deemed to have been duly given when delivered
		or mailed by United States certified mail, return receipt requested, postage
		prepaid, addressed to the respective addresses set forth on the execution page
		of this Agreement, provided that all notices to the Company shall be directed
		to the attention of the Board of Directors of the Company with a copy to the
		Secretary of the Company, or to such other address as either party may have
		furnished to the other in writing in accordance herewith, except that notice of
		change of address shall be effective only upon receipt.
	 

	 
		(h) Withholding Taxes. The Company may
		withhold from any amounts payable under this Agreement such U.S. federal, state
		and local taxes as may be required to be withheld pursuant to any applicable
		law or regulation.
	 

	 
		(i) Counterparts. This Agreement may be
		signed in counterparts, each of which shall be an original, with the same
		effect as if the signatures thereto and hereto were upon the same
		instrument.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		(k) Resignations. Executive agrees to
		immediately resign any positions held by him with the Company and its
		affiliates upon the termination of Executive’s employment.
	 

	 
		IN WITNESS WHEREOF, the parties hereto have
		duly executed this Agreement as of the day and year first above written.

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  NALCO COMPANY
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Stephen N. Landsman
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Stephen N. Landsman

				  Title: Vice President
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Dated: July 1, 2005
				

			 	
				
				   
				

			 	
				
				  Executive
				

			 
	 	 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  /s/Gregory N. Nelson