SEVERANCE AGREEMENT
	 

	 
		

	 

	 
		AGREEMENT effective as of January 1, 2004 between Nalco Company, (the "Company") and Mark W. Irwin ("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.
	 

	 
		

	 

	 
		"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.
	 

	 
		

	 

	 
		
 

	 

	 
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		"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 Agreements, as a result of a Company
		purchase of such Units at the time Executive's employment with the Company
		terminates pursuant to the Company's call rights under the Equity Agreements.
	 

	 
		

	 

	 
		"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 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
	 

	 
		
 

	 

	 
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		normal cycle for such payment. The amount under Section 3(a)(i)(C) shall
		be reduced by the amount of any Gains (but in no event less than zero),
		received by Executive at or about the time of termination as a result of the
		Company's exercise of its call rights under the Equity Agreements.
	 

	 
		

	 

	 
		(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)(C).
	 

	 
		

	 

	 
		(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 Certain 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 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.  Further, the parties mutually
		terminate the Employment Agreement dated April 1, 2003, (“the Employment
		Agreement”), except for provisions Section 5(1) of the Employment
		Agreement (permitting Executive certain home leave rights) and Section 7(a)(5)
		of the Employment
	 

	 
		
 

	 

	 
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		Agreement (permitting Executive certain rights relating to his residence
		in the event of Termination for Good Reason or Without Cause).  
	 

	 
		

	 

	 
		    
	 

	 
		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.
	 

	 
		

	 

	 
		
 

	 

	 
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		(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.
	 

	 
		

	 

	 
		

	 

	 
		
 

	 

	 
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		IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
		as
	 

	 
		of the day and year first above written.
	 

	 
		

	 

	 
		

	 

	 
		NALCO COMPANY
	 

	 
		

	 

	 
		By: /s/ William H. Joyce
	 

	 
		Name: William H. Joyce
	 

	 
		Title: Chief Executive Officer
	 

	 
		

	 

	 
		

	 

	 
		Dated:
	 

	 
		Executive
	 

	 
		

	 

	 
		

	 

	 
		By: /s/ Mark W. Irwin
	 

	 
		Mark W. Irwin
	 

	 
		
 

	 

	 
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