March 2010

GLOBAL GUIDELINES FOR

AGENTS AND DISTRIBUTORS

The marketing of products through agents and distributors (including service providers and joint venture partners) presents special problems which can give rise to ethical issues and serious violations of U.S. laws dealing with corrupt payments, antiboycott regulations, and export control laws.

The following guidelines should be followed by Nalco and all of its affiliated entities in all dealings and agreements with domestic and foreign agents and distributors: 1. All such agreements will require approval by the applicable regional President or a Group Vice President. 2. All distributor and agency agreements must be approved by Nalco Legal. 3. As a condition for approval, each prospective agent and distributor will be subject to a due diligence review and assessment. See Attachment A for a form due diligence questionnaire and Attachment B for a qualification form that may be used to as part of a due diligence review of any prospective agent or distributor. . 4. Payments under agency agreements should not exceed 4% of revenues generated by the agent without justification and written approval of the Chief Financial Officer. 5. All agreements regarding sales outside the United States must include a clause confirming such agent's or distributor's agreement to comply with all applicable laws, including without limitation, the U.S. Foreign Corrupt Practices Act. An example of such clause is attached hereto as Attachment C. 6. Required Background Checks. For proposed agents, if the agent's expected commission rate is greater than 4% or if the agent is reasonably expected to generate sales in excess of $500,000 (or equivalent) per year, before the agent can be hired the sponsoring business group must arrange for an outside firm to conduct a background check on the agent and its principals and affiliates. For existing agents, if the agent's commission rate is greater than 6% of if the agent has or is reasonable expected to generate sales in excess of $1,000,000 (or equivalent) per year, the sponsoring business group must arrange for an outside firm to conduct a background check on the agent and its principals and affiliates. For new and existing distributors, if the sales by Nalco to the distributor have been or are reasonably expected to exceed $2,000,000 (or equivalent) per year,

the sponsoring business group must arrange for an outside firm to conduct a background check on the distributor and its principals and affiliated. These background checks are in addition to the other requirements under the policy. The sponsoring business group shall identify whether the above financial hurdles are met and shall initiate the background check. Internal Audit and the Legal Department can assist in retaining a vendor for the background check and setting the parameters for the check. In the event that the background check suggests any circumstance which would violate any Company policy, any Company employment hiring requirement, any law or regulation or otherwise lead to any suspicion about the ethics of the agent or distributor, the agent or distributor should not be hired or, if an existing relationship, it should be terminated when possible. Any questions on the application of this possible will be resolved by the Ethics and Compliance Committee.

I also remind you to read the Nalco Code of Ethical Business Conduct available at www.nalco.com and available upon request from the Nalco Human Resources and Legal Departments. Finally, the Legal Department will be conducting a review of all existing agency and distributor agreements. You will receive additional information on this at a latter date. Stephen N. Landsman

EXHIBIT A Form of Due Diligence Questionnaire - For Agent/Distributor to Complete [To be completed by prospective agent or distributor. Please use additional pages to provide more detailed responses as required.] 1. Please identify all shareholders, officers, directors and key employees of [Agent/Distributor] (the "Company") including: i. ii. iii. iv. address nationality place of work title

2. If the shareholders of the Company are not individuals please identify the ownership of all direct and indirect shareholders up to and including individual shareholders of the ultimate holding company. 3. Is any individual shareholder of the Company or any director officer or employee of the Company a "Government Official" or the close relative of a "Government Official", if yes please describe in detail. "Government Official" means: any agent, officer or employee of (1) a government or any department, agency or instrumentality thereof, or (2) a political party or candidate for political office or (3) any company in which any government holds a substantial ownership interest or (4) of a public international organization (e.g., United Nations, World Bank, Red Cross etc.) or any person acting in an official capacity for any of the above listed entities or persons.

EXHIBIT B Qualification Form Proposed Due Diligence Questionnaire for Agents and Distributors [To be completed by Nalco sales personnel advocating the use of existing and/or prospective sales representatives. Please use additional pages to provide more detailed responses as required.] [Note: Representative includes consultants, agents, distributors, dealers and any other third parties that provides services to Nalco to help obtain or retain business.] Name and Address: ________________________________________________________________________ Ownership/Management (if the representative if a company) 1. Who owns the company? (if the shareholder(s) is/are not persons please list names of persons owning parent company shareholders.) __________________________________________________________________ __________________________________________________________________ 2. Who are the principal officers, directors and employees. __________________________________________________________________ __________________________________________________________________ Retention 3. Who recommended the representative? __________________________________________________________________ 4. Did you check references? Please describe. __________________________________________________________________ __________________________________________________________________ Contractual Relationship 5. Is there a written contract with the representative? (Please attach) __________________________________________________________________ 6. If there is no written contract, do any documents describe the relationship? (Please attach) __________________________________________________________________ Compensation 7. What is the compensation arrangement with the representative? _____________________________________________________________________ _____________________________________________________________________

_____________________________________________________________________ 8. Is the compensation greater than 4% of sale revenue? If yes, please explain basis for compensation level. _____________________________________________________________________ _____________________________________________________________________ 9. Does the representative also receive reimbursement of expenses? Please describe. __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ 10. Approximately how much has been paid to the representative in each of the last three years? __________________________________________________________________ __________________________________________________________________ 11. In what country, currency and how is the representative paid (check, wire transfer etc)?______________________________________________________________ __________________________________________________________________ 12. If payment is made outside the country where services are rendered, what is the justification for the payment arrangement? _____________________________________________________________________ _____________________________________________________________________ Capabilities 13. What physical facilities does the representative have? Please describe. __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ 14. Approximately how many persons does the representative employ? __________________________________________________________________ 15. What experience does the representative have that is relevant to the services it provides? __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ 16. What relevant technical expertise, if any, does the representative have? Please describe. __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ 17. What other companies, if any does the representative represent? __________________________________________________________________ __________________________________________________________________

__________________________________________________________________ 18. Does the representative offer other types of services besides those provided to the Company? __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ 19. Does the Representative have a brochure or other promotional material about itself? (if so, please attach). __________________________________________________________________ Customers 20. List names of customers serviced by this representative for Nalco or two whom representative sells Nalco products. _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ 21. Describe any relationship between representative and any government, government agency, department or instrumentality of a government entity, stateowned enterprise, political party, international organization or similar entities or persons acting on behalf of such entities (include identification of any customers listed in item 20 above) __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ Services 22. What services does the representative provide? __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ 23. Approximately how man days/hours per week/month does the representative spend on Nalco business? __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ Connection with Government Officials, Political Party Officials, and Candidates for Political Office.

For purposes of this section, government official includes any agent, officer or employee of (1) a government or any department, agency or instrumentality thereof, or (2) a political party or candidate for political office or (3) any company in which any government holds a substantial ownership interest or (4) of a public international organization (e.g., United Nations, World Bank, Red Cross etc.) or any person acting in an official capacity for any of the above listed entities or persons. Please check Yes or No to the questions below. 24. Did you ever hear or do you know that the representative has given or promised to give anything of value, directly or indirectly, to any government official, or to a thirdparty with knowledge or reason to believe it could be offered to a Government Official, to obtain or retain business or for any other purpose? Yes_____ No_____ 25. Did you ever hear or do you know of any close relationships between the representative and government officials? Yes_____ No_____ 26. Did you ever hear or do you know that the representative has made political contributions? Yes_____ No_____ If the representative is an individual, did you ever hear or do you know that: 27. The representative is or was himself/herself a government official? Yes_____ No_____ 28. The representative has a close family member that is or was a government official? Yes_____ No_____ 29. If the representative is a company, did you ever hear or do you know that any of the representatives employees or owners are or were government officials? Yes_____ No_____ I hereby certify that my answers to the foregoing questions are accurate and complete to the best of my knowledge. Date: _________________________________ Signature: _____________________________ Type or Print Name: _____________________ Title: _________________________________

EXHIBIT C U.S. Foreign Corrupt Practices Act

The parties agree to comply with all applicable laws including the U.S. Foreign Corrupt Practices Act. The parties represent that they have not offered, made, transferred, or promised, and agrees that each shall not offer, make, transfer, or promise, in connection with the services or any transactions contemplated by this Agreement, or in connection with any other business transactions involving Nalco, any payment or anything of value, directly or indirectly: (a) to any agent, officer or employee of (1) a government or any department, agency or instrumentality thereof, or (2) a political party or candidate for political office or (3) any company in which any government holds a substantial ownership interest or (4) of a public international organization (e.g., United Nations, World Bank, Red Cross etc.) or any person acting in an official capacity for any of the above listed entities (in each case, a government official) or to any person or entity when such offer, payment, transfer, or promise would violate the laws of the country in which made or the laws of the United States; or (b) to any other person or entity while knowing that the portion of those payments or transfers will be offered, made, or promised, directly or indirectly, to the persons referred to this clause; or (c) to anyone where such payment or gift would constitute a bribe or illegal payment under applicable laws, regulations or Nalcos Code of Ethical Business Conduct available at www.nalco.com. It is the intent of the parties that no offer, payment, transfer, or promise shall be made that have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining or retaining business. The [Agent/Distributor] represents and agrees that neither it nor any of its officers, directors, partners, principals or shareholders (or employees, agents or representatives), is a current government official, political party official, or candidate for public office and is not affiliated with any such official or candidate. The [Agent/Distributor] covenants and agrees to provide Nalco with written certification from its shareholders, directors, officers, employees and agents, in a form requested by Nalco, certifying such persons, compliance with this clause and the U.S. Foreign Corrupt Practices Act (FCPA) on an annual basis or as otherwise reasonably requested by Nalco to ensure compliance with Nalcos Code of Ethical Business Conduct. [Agent/Distributor] agrees that no products or technical information will be sold, re-exported, or transmitted except in full compliance with all applicable laws, including U.S. government requirements, if applicable. Notwithstanding any other provisions to the contrary, if any party has reason to believe that any other party has or may have engaged in conduct proscribed by the FCPA or in breach of this Agreement, the other parties may immediately in its sole discretion suspend all payments to pending clarification to its satisfaction of the circumstances that gave rise to the concern. The [Agent/Distributor] will hold Nalco harmless and indemnify it for any and all costs, fines, or penalties. Should Nalco terminate this Agreement because of failure to comply with this clause, [Agent/Distributor] shall return to Nalco any and all payments theretofore earned since the breaching party or any of its officers, directors, partners, principals, shareholders or employees, agents or representatives became, or became affiliated with, a government official, political party official or candidate for public office and [Agent/Distributor] will hold Nalco harmless and indemnify it for any and all costs, fines, or penalties.