0001140361-08-026731 Sample Contracts

SEVERANCE AGREEMENT
Severance Agreement • November 26th, 2008 • Nalco Holding CO • Miscellaneous chemical products • Illinois

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

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CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 26th, 2008 • Nalco Holding CO • Miscellaneous chemical products • Illinois

WHEREAS, the Company desires to promote the good performance of the Executive and provide some protection to the Executive if the Executive’s employment is terminated after a Change of Control; and

NALCO HOLDING COMPANY AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN RESTRICTED SHARES AGREEMENT Bradley J. Bell
Restricted Shares Agreement • November 26th, 2008 • Nalco Holding CO • Miscellaneous chemical products • New York

THIS AGREEMENT, is made effective as of January 1, 2009 (the “Grant Date”), between Nalco Holding Company (the “Company”) and Bradley J. Bell (the “Participant”).

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