SEPARATION AGREEMENT

SEPARATION AGREEMENT

This Separation Agreement is made this 30 ^th day of June, 2007 between Nalco Company, for itself and on behalf of its direct or indirect affiliates, parents, subsidiaries and predecessors (collectively the “Company” or “Nalco”) and William J. Roe (“Mr. Roe”).

Recitals

Mr. Roe’s current position with the Company will end on June 30, 2007.

Mr. Roe entered into a Severance Agreement with the Company with effective date of January 1, 2004 (the “Severance Agreement”).

Mr. Roe entered into a Death Benefit Agreement with the Company (then Nalco Chemical Company) (the “Death Benefit Agreement”).

Mr. Roe entered into a Management Members Agreement with Nalco LLC, an indirect parent of Nalco, on or about June 30, 2004, pursuant to which Mr. Roe was given the opportunity to invest in certain equity ownership units in Nalco LLC (the “Management Members Agreement”).

Mr. Roe signed a consent permitting certain acceleration rights for the C and D Units on December 13, 2006 (the “Consent Memorandum”).

Under the Severance Agreement, any severance payments would be paid to Mr. Roe over the period from the date his employment ends to the date Mr. Roe becomes age 55, permitting Mr. Roe to elect retirement on the first day of the month following becoming age 55 (in December 2008).

As there are no severance payment obligations, the Company agrees that Mr. Roe will continue to vest in the B Units under the 2004 Nalco LLC Plan for the years 2007 and 2008 and he shall otherwise continue receiving medical and dental benefits as an active employee until he reaches age 55 in December 2008, permitting Mr. Roe to elect retirement on January 1, 2009.

Agreement

Accordingly, Mr. Roe and Nalco agree as follows:

Effective June 30, 2007, Mr. Roe will be terminated from all positions previously held by him as an officer, employee or director of Nalco, and all of its direct or indirect subsidiaries, parents and affiliates. Mr. Roe shall execute any requested

forms to resign from such positions, including the resignation from the Nalco Foundation attached hereto.

In addition to the offset right under paragraph (g) of the Consent Memorandum, Mr. Roe fully waives and releases any and all claim he has or might have had under the Severance Agreement and further waives and releases any and all other claims he has to any payments or benefits, or any severance payments or severance benefits from Nalco or any of its direct or indirect affiliates, subsidiaries, parents or predecessors under any other agreements or commitments. Mr. Roe does not waive and release any claims under the Death Benefit Agreement.

If he has not already done so, by July 15, 2007, Mr. Roe will deliver to Nalco a final written report and reconciliation of all outstanding travel advances and charges made against credit cards issued to Mr. Roe by or on behalf of Nalco. Mr. Roe 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. Roe will

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provide all of the information normally provided under Nalco’s practices and procedures, with appropriate receipts.

Mr. Roe will also provide a detailed statement of all business expenses that Mr. Roe claims he incurred for Nalco’s business purposes that have not been reimbursed.

If the final report of business expenses, use of travel advances, and credit card charges reveals Mr. Roe owes Nalco money, the sum owing shall be promptly paid by him by check. If the report reveals Nalco owes Mr. Roe money, the sum owing shall be promptly paid by check.

Mr. Roe agrees to return all Nalco property to Nalco promptly upon request.

In consideration of Nalco’s promises under this Separation Agreement and the Amendment to the Management Members Agreement, Mr. Roe individually, and Mr. Roe’s successors, assigns, heirs, and agents, and each and all of them, hereby unconditionally and forever release, acquit, and discharge Nalco, its direct or indirect parents, 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. Roe ever had or may now have up to the date of signing this Agreement, against Nalco, or any of them, including, without limitation, any claim arising out of or relating to (i) any aspect of Mr. Roe’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. Roe 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. Roe that in executing this Agreement Mr. Roe 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, its direct or indirect parents, subsidiaries and affiliates, and each of their respective officers, directors, stockholders, employees, agents, and attorneys, occurring prior to and up to the date this Agreement is executed. This release includes but is not limited to:

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Also waived are any rights to attorneys’ fees, compensation or other recovery as the result of any legal action brought by Mr. Roe or on Mr. Roe’s behalf by any other party, based on any right Mr. Roe 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. Roe’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. Roe signs this Agreement. Also not released are any claims Mr. Roe 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. Roe warrants that he: (a) has read this Agreement and understands its provisions including the waivers and releases, (b) understands that this Agreement includes a release of any rights or claims under the Age Discrimination in Employment Act, (c) is waiving rights under this release on a voluntary basis, without coercion or duress, in compliance with the Older Workers Benefit Protection Act, and (d) has been advised to consult an attorney before signing this Agreement.

Mr. Roe 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

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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. Roe sues Nalco in violation of this Se