Item 5.02(d). Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(1) Effective October 13, 2008, the Nalco Holding Company Board of Directors appointed Mr. Carl A. Casale a Director of the Company. Mr. Casale is Executive Vice President, Strategy and Operations for Monsanto Company. He is a Class III Director whose term expires in 2010.

(2) Mr. Casale's compensation will be an annual cash retainer of $70,000 and a fee of $1,500 for each committee meeting attended. Mr. Casale's compensation will also include stock options and/or restricted stock awards under the Company's 2004 Stock Incentive Plan.

(3) The Board has not yet determined committee assignments for Mr. Casale.

(4) None.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

The following exhibit is furnished pursuant to Item 9.01 of Form 8-K:

(99.1) Press release of Nalco Holding Company dated October 14, 2008.