o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.13e-4(c))

1.	Approved a salary increase for 2005 of 4.6% ($11,000) for Louis L. Loosbrock, Group Vice President and President of the Pacific Division. Mr. Loosbrock’s annual salary for 2005 will be $251,000.

2.

Adopted the Nalco Company Supplemental Profit Sharing Plan. This plan allows contributions from eligible participants, including the Company’s named executive officers, that exceed the maximum amount permitted to be made to the Company’s tax-qualified retirement plan, the Nalco Company Profit Sharing and Savings Plan. This supplemental plan includes provisions designed to comply with the new requirements of Section 409A of the Internal Revenue Code for non-qualified deferred compensation. The Supplemental Profit Sharing Plan is attached as an exhibit.

3.

Approved an amendment to an executive death benefit policy that permits executive officers to elect an increase in their benefit under this policy in lieu of some or all of an annual salary increase. Although the Company is contractually liable for payment of the death benefit under this policy, the Company protects against this risk by purchasing life insurance policies on the lives of the participating individuals. The amount of the increase of the death benefit for a given electing employee with respect to the amount of foregone salary is determined by the insurance company from which the Company is purchasing the policy and is based on the underwriters’ assessment of the risk of insuring that individual. A copy of the Death Benefit Agreement form and Addendum to this form is attached as an exhibit.

4.

Approved the addition of two positions—Senior Product Managers and Technical Managers—to the Nalco Company Management Incentive Plan, incorporated by reference from Exhibit 99.1 on Form 8-K of Nalco Holding Company filed on March 1, 2005 (File No. 001-32342). The addition of those employees holding one of these two positions will increase the total number of eligible employees by approximately 5% (from approximately 600 employees including named executive officers to 630 employees) and is estimated to increase the overall projected compensation payable under the plan by less than 5%.

99.1	Supplemental Profit Sharing Plan

99.2	Death Benefit Agreement and Addendum to Death Benefit Agreement

99.3	Change of Control Employment Agreement