0001193125-10-004246 Sample Contracts

NALCO HOLDING COMPANY AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • January 11th, 2010 • Nalco Holding CO • Miscellaneous chemical products • New York

THIS AGREEMENT, is made effective as of January 8, 2010 (the “Grant Date”), between Nalco Holding Company (the “Company”) and (the “Participant”).

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NALCO HOLDING COMPANY DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • January 11th, 2010 • Nalco Holding CO • Miscellaneous chemical products • Delaware

This Indemnification Agreement (“Agreement”) is made as of , 2010 by and between Nalco Holding Company, a Delaware corporation (the “Company”), Nalco Finance Holdings LLC, a Delaware limited liability company (“NF LLC”), Nalco Finance Holdings, Inc., a Delaware corporation (“NF Inc.”), Nalco Holdings LLC, a Delaware limited liability company (“NH LLC”), and Nalco Company, a Delaware corporation (“Nalco”) and Douglas A. Pertz (“the Director”). NF LLC, NF Inc., NH LLC and Nalco are each direct or indirect wholly-owned subsidiaries of the Company and are referred to herein as the “Finance Subsidiaries.” Collectively, the Company and the Finance Subsidiaries are referred to in this Agreement as the “Corporations”).

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