DEATH BENEFIT AGREEMENT

THIS AGREEMENT, effective August 22, 2008 between Nalco Company (hereinafter "Nalco"), a corporation organized and existing under the laws of Delaware, and Eric G. Melin (hereinafter "Executive").

WHEREAS, the Executive is employed by Nalco as a corporate officer; and

WHEREAS, in consideration of Executive’s future services to Nalco, Nalco will agree to pay to the Executive or the Executive's designees certain benefits in accordance with the provisions and conditions hereinafter set forth; and

NOW, THEREFORE, for value received and in consideration of the mutual covenants contained herein, the parties covenant and agree as follows:

If the termination of the Executive's employment is on account of the Executive's death during employment with Nalco while eligible under this Agreement, Nalco will pay a benefit under this Agreement, in an amount equal to Two Hundred Percent (200%) of the Executive's base annual salary as of the date of the Executive's last day of work, to such beneficiary or beneficiaries as the Executive may have designated by filing with Nalco a notice in writing in a form attached hereto as Exhibit A.

If the Executive dies at any time after retirement (meaning he qualifies for retiree health and welfare benefits i.e. - has ten or more years of service with Nalco after age 45) with this Agreement having been in effect at the time of such qualification, Nalco will pay a benefit under this Agreement in an amount equal to one hundred and fifty percent (150%) of the Executive's base annual salary as of the date of the Executive's last day of work, to such beneficiary or beneficiaries as the Executive may have designated by filing with Nalco a notice in writing in a form attached hereto as Exhibit A.

This benefit shall not be payable if the Executive was terminated from his Nalco employment for cause or if he has violated any Nalco agreements (as determined by Nalco in its reasonable discretion).

In the absence of any such designation of beneficiaries, such benefit which is payable will be paid to the Executive's estate.  Such benefit which is payable will be paid by Nalco in a lump sum within thirty (30) days following the date of Executive’s death, or within thirty (30) days following the settlement date with the insurance company if a policy is taken out by Nalco, whichever is later.  If the termination of the Executive's employment is on account of any occurrence or circumstances other than the Executive's death or retirement after qualifying for retiree health and welfare benefits, no benefit will be payable under this Agreement.

2.1 Satisfaction of Claim

The Executive agrees that the Executive's rights and interests under this Agreement, and rights and interests under this Agreement of any persons taking under or through the Executive, will be completely satisfied upon compliance by Nalco with the provisions of this Agreement.

2.2 Amendments/Entire Agreement

This Agreement may be altered, amended or revoked only by a written instrument signed by Nalco and the Executive.  This Agreement represents the entire agreement of the parties with respect to the subject matter hereof.

2.3 Governing Law

This Agreement will be governed by the laws of the State of Illinois.

2.4 Non-Assignable Rights

It is agreed that neither the Executive nor the Executive's spouse, nor other beneficiary, will have any right to commute, sell, assign, transfer or otherwise convey the right to receive any payments hereunder without having the written consent of Nalco to do so.  Such payments and the right thereto are expressly declared to be non-assignable and non-transferable.

2.5 No Contract of Employment Created

This Agreement will no