Item 1.01 Entry into a Material Definitive Agreement
Pursuant to its director compensation policy and timing policy for equity
grants, Nalco Holding Company granted 6,967 restricted stock units ("RSUs")
under the Amended and Restated 2004 Stock Incentive Plan to Paul J. Norris, who
has been appointed a Director, effective February 12. The terms and conditions
for such restricted stock units will be reflected in an agreement to be executed
by Mr. Norris. The form of such agreement was filed as an exhibit on Form 8-K on
January 12, 2009.
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