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, 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. 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;
				

			 

 

	 
		 
	 

	 
			
				
				   
				

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

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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				  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:
				

			 

 

	 
		 
	 

	 
			
				
				   
				

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

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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				  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
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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				  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.
				  Creteur          
				

			 
	
				
				  Title: Vice President
				

			 	
				
				  Mr. Philippe F. Creteur