Nalco Holding CO Watch

from 425 24 pages Recitals

from 425 87 pages Ecolab Inc. $500,000,000 $250,000,000 3.69% Senior Unsecured Notes, Series A, Due November 21, 2018 $250,000,000 4.32% Senior Unsecured Notes, Series B, Due November 21, 2023 Note Purchase Agreement Dated as of October 27, 2011

from 10-K 14 pages Amended and Restated Nalco Holding Company 2004 Stock Incentive Plan 2011 – 2013 Leadership Stock Plan Grant Cycle

from 10-K 14 pages Position Title: You Are Being Offered the Position of Executive Vice President and Chief Financial Officer for Both Nalco Company and Nalco Holding, and Certain of Their Subsidiaries. Commencement Date: We Expect You to Commence Your Employment on a Mutually Agreed Date (The “Commencement Date”) After the Completion of the Merger for Your Current Employer, but No Later Than December 31, 2010. Base Salary: Your Base Salary Will Be $600,000 Per Annum, to Be Reviewed Annually by the Compensation Committee of the Board of Directors of Nalco Holding (The “Compensation Committee”), in Consultation With the Chief Executive Officer, and Subject to Periodic Adjustment in Accordance With the Company’s Policy. Annual Incentive Plan: You Will Participate With Other Executive Officers in the Management Incentive Plan of Nalco Company and Any Successor Plan (Collectively the “Mip”) Administered by the Compensation Committee. the Amounts Awarded Each Year Will Be Determined by the Compensation Committee Typically, Targeting a Percentage of a Participating Employee’s Base Salary and Dependent Upon the Level of Achievement of Various Personal and/or Company Performance Objective(s) Established by the Compensation Committee Early in the Fiscal Year. if the Commencement Date Is in FY 2010, Your Target Payout Under the Mip Will Be 75% of Your Base Salary Pro-Rated for the Portion of the Year During Which You Are Employed, With a Range of Award to Be Earned of 0% to 200% of Target Based on Performance. the Performance Goals for FY 2010 Under the Mip Are Adjusted EBITDA, Free Cash Flow, and Adjusted EPS. for 2011, Your Target Payout Under the Mip Will Be 75% of Your Base Salary, With a Range of Award to Be Earned of 0% to 200% of Target Based on Performance. the Compensation Committee Will Determine The

from 10-K 7 pages Nalco Holding Company Amended and Restated 2004 Stock Incentive Plan Sign-On Stock Options Agreement Kathryn Mikells

from 10-K 6 pages Nalco Holding Company Amended and Restated 2004 Stock Incentive Plan Sign-On Restricted Shares Agreement Kathryn Mikells

from 8-K 33 pages Registration Rights Agreement Dated as of December 21, 2010 Among Nalco Company, Nalco Holdings LLC, the Guarantors Named Herein and Goldman, Sachs & Co., as Representative of the Dollar Initial Purchasers and Goldman Sachs International, as Representative of the Euro Initial Purchasers $750,000,000 6.625% Senior Notes Due 2019 €200,000,000 6.875% Senior Notes Due 2019

from 8-K 173 pages Nalco Company, as Issuer and the Guarantors Named Herein U.S. Dollar-Denominated 6.625% Senior Notes Due 2019 Euro-Denominated 6.875% Senior Notes Due 2019 Indenture Dated as of December 21, 2010 the Bank of New York Mellon Trust Company, N.A., as Trustee

from 8-K 8 pages Sale Agreement June 22, 2010

from 8-K 42 pages Receivables Purchase Agreement Dated as of June 22, 2010 Among Nalco Company as Seller and Nalco Receivables II LLC as Buyer

from 10-K 8 pages Fifth Amendment to the Nalco Company Retirement Income Plan

from 10-K 7 pages Nalco Holding Company and Its Subsidiaries 2009 Productivity Success Payments Program

from 10-K 6 pages First Amendment to the Nalco Company Employee Welfare Benefits Plan

from 10-K 11 pages Employment Separation and Consulting Agreement

from 10-K 2 pages Second Amendment to the Nalco Company Supplemental Retirement Income Plan

from 10-K 5 pages Second Amendment to the Nalco Company Profit Sharing and Savings Plan

from 8-K 17 pages Nalco Holding Company Director Indemnification Agreement

from 8-K 3 pages Nalco Holding Company Amended and Restated 2004 Stock Incentive Plan Restricted Stock Unit Agreement 2010 Grant

from 8-K 53 pages U.S. Guarantee and Collateral Agreement Dated and Effective as of May 13, 2009, Among Nalco Holdings LLC, Nalco Company, Each Domestic Subsidiary of Holdings Identified Herein, and Bank of America, N.A., as Collateral Agent

from 10-K/A 6 pages Nalco Company Expatriate Assignment Agreement for David Johnson