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

(1) Effective February 12, 2009, the Nalco Holding Company Board of Directors appointed Mr. Paul J. Norris as a Director of the Company. Mr. Norris is a Director and Non-Executive Chairman of Sealy Corporation. He is also a Director of W.R. Grace and Company and FMC Corporation and performs advisory services for Kohlberg Kravis Roberts & Co. Mr. Norris is a Class II Director whose term expires in 2009.

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

(3) The Board assigned Mr. Norris to serve on the Compensation and the Safety, Health and Environment committees. The Board also made committee assignments for Carl M Casale, who was named a Director in October. He will serve on the Nominating and Corporate Governance Committee and the Safety, Health and Environment Committee

(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 January 6, 2009.