Nalco Holding Company Specimen Common Stock Certificate

  EXHIBIT 4.1 SPECIMEN OF STOCK CERTIFICATE [Nalco Holding Company Logo] NUMBER SHARES COMMON STOCK COMMON STOCK Nalco Holding Company INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NY This Certifies that ------------------------------------------------------------ is the owner of ----------------------------------------------------------------- FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON CAPITAL STOCK, PAR VALUE $0.01, OF Nalco Holding Company transferable on the books of the Corporation by the holder hereof in person, or by duly authorized attorney, upon the surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: [Signature] [Signature] SECRETARY CHAIRMAN AND CHIEF EXECUTIVE OFFICER COUNTERSIGNED AND REGISTERED: EQUISERVE TRUST COMPANY, N.A. (CANTON, MASSACHUSETTS) TRANSFER AGENT AND REGISTRAR BY [Signature] Authorized Signature Nalco Holding Company CORPORATE SEAL  Nalco Holding Company The Corporation will furnish without charge to each stockholder who so requests, a copy of the designations, powers, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Any such requests may be addressed to the Secretary of the Corporation or to the Transfer Agent and Registrar named on the face of this certificate. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws and regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - ____ Custodian _____ (Cust) (Minor) TEN ENT - as tenant by the entireties JT TEN - as joint tenants with right under Uniform Gifts to Minors Act of survivorship and not as tenants in common --------------------------------- (State) Additional abbreviations may also be used though not in the above list. For value received, _____________________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares of the Common - ----------------------------------------------------------- Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint --------------------------------------------------------- Attorney, to transfer the said stock registered on the books of the within-named Corporation with full power of substitution in the premises. Dated -------------------- -------------------------------------- SIGNATURE(S) GUARANTEED: -------------------------------------- Notice: The signature(s) to this assignment must correspond with the name(s) as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever. - --------------------------------------- THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOANS ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.