Exhibit10.63

MANAGEMENT MEMBERSAGREEMENT

CONCERNING

NALCOLLC

DATED AS OF JUNE 11,2004.

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This MANAGEMENT MEMBERS AGREEMENT(the ‘‘Agreement’’) dated asof June  11,  2004 by and among Nalco LLC (the‘‘Company’’), a Delawarelimited liability company and the Persons who are or after the datehereof become signatories hereto (the ‘‘ManagementMembers’’).

RECITALS

WHEREAS,the Company is governed by that certain Second Amended and RestatedLimited Liability Company Operating Agreement (the‘‘LLC Agreement’’) dated asof May  17,  2004.

WHEREAS, the ManagementMembers will be providing services to the Company or itsAffiliates.

WHEREAS, each Management Member willsubscribe for and acquire from the Company, and the Company will issueand sell to each Management Member, the Company’s Class A Units(the ‘‘Units’’), in theamounts set forth on Schedule A to the LLC Agreement, as thesame may be amended from time to time;

WHEREAS, it is acondition to the sale of the Units that the Management Members enterinto this Agreement;

WHEREAS, the Management Members willenter into the Registration Rights Agreement; and

NOW,THEREFORE, in consideration of the mutual covenants contained hereinand other good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, the parties to this Agreement herebyagree as follows:

ARTICLEI

Management Members’ Representations,Warranties and Agreements

Section1.01.    Units Unregistered.    Each Management Memberacknowledges and represents that such Management Member has beenadvised by the Company that:

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|  | (a)  | theoffer and sale of the Units have not been registered under the 1933Act; |

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|  | (b)  | the Units must be held andthe Management Member must continue to bear the economic risk of theinvestment in the Units unless the offer and sale of such Units aresubsequently registered under the 1933 Act and all applicable statesecurities laws or an exemption from such registration is available andthe Units may never be soregistered; |

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|  | (c)  | there is noestablished market for the Units and it is not anticipated that therewill be any public market for the Units in the foreseeablefuture; |

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|  | (d)  | a restrictive legend inthe form set forth below shall be placed on thecertificates representing theUnits: |

‘‘THE SECURITIESREPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON        , HAVENOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE‘‘ACT’’), AND MAY NOT BE SOLD ORTRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDERTHE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIESREPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN TRANSFERAND OTHER RESTRICTIONS SET FORTH IN THE LIMITED LIABILITY COMPANYAGREEMENT, DATED AS OF MAY 17, 2004 AMONG NALCO LLC AND CERTAIN OF ITSMEMBERS, THE MANAGEMENT MEMBERS AGREEMENTS, DATED AS OF JUNE 11, 2004AMONG NALCO LLC AND CERTAIN MANAGEMENT MEMBERS NAMED 

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THEREIN, THE REGISTRATION RIGHTS AGREEMENTAMONG NALCO LLC AND CERTAIN OF ITS MEMBERS AND, AMONG OTHER THINGS, MAYNOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH SUCH TRANSFERRESTRICTIONS. COPIES OF SUCH LIMITED LIABILITY COMPANY AGREEMENT, SUCHMANAGEMENT MEMBERS AGREEMENTS AND SUCH REGISTRATION RIGHTS AGREEMENTARE ON FILE WITH THE SECRETARY OF THE LIMITED LIABILITY COMPANY AND AREAVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE HOLDER OFTHIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUNDBY ALL OF THE APPLICABLE PROVISIONS OF THE AFORESAIDAGREEMENTS.’’;

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|  | (e)  | arestrictive legend in the form set forth below shall be placed on thecertificates representing the Units held by Georgiaresidents: |

"THESE SECURITIES HAVEBEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH 13 OF CODE SECTION 10-5-9OF THE ‘‘GEORGIA SECURITIES ACT OF 1973,’’AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH ISEXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDERSUCH ACT."; and

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|  | (f)  | anotation shall be made in the appropriate records of the Companyindicating that the Units are subject to restrictions on transfer and,if the Company should at some time in the future engage the services ofa securities transfer agent, appropriate stop-transfer instructions maybe issued to such transfer agent with respect to theUnits. |

Section 1.02.    Additional InvestmentRepresentations.    Each Management Member represents andwarrants that:

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|  | (a)  | the ManagementMember’s financial situation is such that such Management Membercan afford to bear the economic risk of holding the Units for anindefinite period of time, has adequate means for providing for theManagement Member’s current needs and personal contingencies,and can afford to suffer a complete loss of the ManagementMember’s investment in the Units; |

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|  | (b)  | theManagement Member’s knowledge and experience in financial andbusiness matters are such that the Management Member is capable ofevaluating the merits and risks of the investment in theUnits; |

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|  | (c)  | the Management Member understands thatthe Units are a speculative investment which involves a high degree ofrisk of loss of Management Member’s investment therein, thereare substantial restrictions on the transferability of the Units and,on the date on which such Management Member acquires such Units and foran indefinite period following such date, there will be no publicmarket for the Units and, accordingly, it may not be possible for theManagement Member to liquidate the Management Member’sinvestment including in case of emergency, if atall; |

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|  | (d)  | the terms of this Agreement provide thatif the Management Member ceases to provide services to the Company andits Affiliates, the Company and its Affiliates have the right torepurchase the Units at a price which may be less than the Fair MarketValue thereof; |

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|  | (e)  | the Management Memberunderstands and has taken cognizance of all the risk factors related tothe purchase of the Units and, other than as set forth in thisAgreement, no representations or warranties have been made to theManagement Member or Management Member’s representativesconcerning the Units, the Company, the Subsidiaries or their respectiveprospects or other matters; |

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|  | (f)  | the Management Memberhas been given the opportunity to examine all documents and to askquestions of, and to receive answers from, the Company and itsrepresentatives concerning the Company and its subsidiaries, theacquisition of Nalco Company and certain Subsidiaries of NalcoInternational S.A.S. by subsidiaries of the Company, the LLC Agreement,the Company’s organizational documents and the terms andconditions of the purchase of the Units and to obtain any additionalinformation which the Management Member deems necessary;and |

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|  | (g)  | all information which the ManagementMember has provided to the Company and the Company’srepresentatives concerning the Management Member and the ManagementMember’s financial position is complete and correct as of thedate of this Agreement. |

Section 1.04.    ContingentBonus.    The Company shall cause one of its Subsidiaries to paya bonus to Management Members in the circumstances set forth in ExhibitA.

ARTICLEII

Transfers; Acceleration

Section2.01.    Transfer.    (a) Until the occurrence of aQualified IPO, except as required by law, no Management Member maydirectly or indirectly, sell, contract to sell, give, assign,hypothecate, pledge, encumber, grant a security interest in, offer,sell any option or contract to purchase, purchase any option orcontract to sell, grant any option, right or warrant to purchase, lend,or otherwise transfer or dispose of any economic, voting or otherrights in or to (collectively,‘‘Transfer’’) any Unitsexcept pursuant to (i) Article XI of the LLC Agreement, (ii)Sections 2.02 or 2.04 hereof or (iii) a Transfer to a Manager PermittedTransferee (each a ‘‘PermittedTransfer’’).

(b)    Following aQualified IPO and the expiration of any underwriter or Company‘‘lock-up’’ period (as provided for inSection 4(a) of the Registration Rights Agreement or otherwise)applicable to such Qualified IPO, each Management Member may onlyTransfer its Units pursuant to (i) a Permitted Transfer, (ii) aTransfer pursuant to Section 2.03, (iii) a Transfer in accordance withthe Registration Rights Agreement or (iv) a Transfer conducted inaccordance with the requirements of Rule 144 promulgated under the 1933Act; provided, that no Management Member shall make a Transferpursuant to this clause (iv) without the Company's prior, writtenapproval.

(c)    No Transfer by any Management Member may bemade pursuant to this Article II unless (i) the transferee hasagreed in writing to be bound by the terms and conditions of thisAgreement and the LLC Agreement (other than if the Transfer isconducted in accordance with the Registration Rights Agreement or therequirements of Rule 144 promulgated under the 1933 Act),(ii) the Transfer complies in all respects with the applicableprovisions of this Agreement, (iii) the Transfer complies in allrespects with applicable federal and state securities laws, includingthe 1933 Act and (iv) the Transfer is made in compliance with allapplicable Company policies and restrictions (including any trading‘‘window periods’’ or other policiesregulating insider trading); provided, that the conditions toTransfer described in clause (i) above shall not apply to a Transferpursuant Article XI of the LLC Agreement or Sections 2.02, 2.03 or 2.04hereof.

(d) No Transfer by any Management Member may bemade pursuant to this Article II (except pursuant to an effectiveregistration statement under the 1933 Act) unless and until suchManagement Member has first delivered to the Company an opinion ofcounsel (reasonably acceptable in form and substance to the Company)that neither registration nor qualification under the 1933 Act andapplicable state securities laws is required in connection with suchTransfer.

Section 2.02.    Call Option.    (a) If aManagement Member’s Services to the Company or any Subsidiaryterminate for any of the reasons set forth in clauses (i), (ii) or(iii) below (each such event a ‘‘TerminationEvent’’), the Company shall have the right butnot the obligation to purchase, from time to time after suchtermination of Services, any Units held by such Management Member for aperiod of 60 days (subject to extension as provided below) immediatelyfollowing the later of (A) the date of the Termination Event and (B)the date that is six (6) months and one day after the date on whichsuch Management Member acquired such Unit (the later of (A) and (B),the ‘‘First Purchase 

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Date’’), and suchManagement Member shall be required to sell to the Company, any or allof such Units then held by such Management Member, at a price per Unitequal to the applicable purchase price determined pursuant to Section2.02(c):

(i) if such ManagementMember’s Service with the Company and its Subsidiaries isterminated due to the Disability or death of the ManagementMember;

(ii) if such ManagementMember’s Service with the Company and its Subsidiaries isterminated by the Company and its Subsidiaries without Cause or by theManagement Member for anyreason;

(iii) if such ManagementMember’s Service with the Company and its Subsidiaries isterminated by the Company or any of its Subsidiaries forCause.

(b) If on the 61st day following the date of theTermination Event, the Company has not purchased all of a terminatedManagement Member’s Units, and the Company has not opted toextend its 60 day election period pursuant to Section 2.02(d), theCompany shall on or before the 61st day provide writtennotice to the Investor Groups of (i) its decision not to purchase someor all of such Units and (ii) the number of such ManagementMember’s Eligible Units (defined below) which the Company didnot purchase, and the Investor Groups shall have the right to purchaseand such Management Member shall be required to sell to the InvestorGroup(s), any or all of the Units (the ‘‘EligibleUnits’’) then held by such Management Member at aprice per Unit equal to the applicable purchase price determinedpursuant to Section 2.02(c). The Investor Groups’ rights topurchase such Eligible Units and each Management Member’scorresponding obligation to sell such Eligible Units shall terminate onthe 120th day following the date of the Termination Event. Upon receiptof the written notice described above, each Investor Group desiring topurchase Units shall within 45 days of receipt of the Company’snotice provide written notice to the Company, specifying that suchInvestor Group is willing to purchase either (i) its pro ratashare of the Eligible Units (based upon the number of Units held bysuch Investor Group relative to the total number of Units held by allof the Investor Groups), (ii) a number of Eligible Units less than suchInvestor Group’s pro rata share, or (iii) any and allUnits available to be purchased; provided, that the InvestorGroups shall, as much as reasonably practicable, consult with eachother and coordinate the exercise of rights such that all EligibleUnits are elected to be purchased. Upon receipt of the InvestorGroups’ respective notices, the Company will notify theManagement Member of the Investor Group(s)’ elections and theManagement Member will be obligated to sell (x) to the Investor Groupsmaking elections described in clauses (i) and (ii) of the precedingsentence, the number of Eligible Units elected to be purchased by suchInvestor Groups and (y) all remaining Eligible Units, if any, to theInvestor Groups making the election described in clause (iii) of thepreceding sentence to such Investor Group(s) on a pro rata basis(based upon the number of Units held by such Investor Group relative tothe total number of Units held by all of the Investor Groups makingsuch election), but in no event more that any such Investor Groupselected to purchase.

(c) In the event of a purchase bythe Company pursuant to Section 2.02(a) and/or the Investor Group(s)pursuant to Section 2.02(b) (each a ‘‘UnitsBuyer’’), the purchase price shallbe:

(i) in the case of a TerminationEvent specified in Section 2.02(a)(i) or 2.02(a)(ii) a price per Unitequal to the most recently determined Fair Market Value, and

(ii) in the case of a Termination Eventspecified in Section 2.02(a)(iii), a price per Unit equal to the lesserof (1) Fair Market Value and (2) Cost.

(d) The Units Buyermay pay the purchase price for such Units (i) by delivery offunds deposited into an account designated by the Management Member, abank cashier’s check, a certified check or a company check ofthe Units Buyer for the purchase price; (ii) if the Units Buyeris the Company and is prohibited from paying cash by financing orliquidity constraints and is unable to pay the purchase price asprovided in clause (iii), by delaying the exercise of the purchaseright described under Section 2.02(a) until the earlier of (x) when thefinancing restrictions lapse and (y) when the Company is able to paythe purchase price as provided in clause (iii); or (iii) if the UnitsBuyer is the Company and has the right to purchase such Units duringthe period following a Qualified IPO 

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(including in respect of a purchase that wasdelayed pursuant to clause (ii)), by delivery of a number of shares ofIssuer Common Stock determined by dividing (A) the aggregate purchaseprice of the Units being sold by such Management Member by (B) thePublic Share FMV as of the close of trading on the trading dayimmediately prior to the delivery thereof to the Management Member.Notwithstanding anything to the contrary in this Agreement, the UnitsBuyer may deduct and withhold from the amounts otherwise payablepursuant to this Agreement such amounts as necessary tocomply with the Internal Revenue Code of 1986, as amended(the "Code"), orany other provision of applicable law, with respect tothe making of such payment.

(e)    Notwithstanding anything tothe contrary elsewhere herein, the Company shall not be obligated topurchase any Units at any time pursuant to this Section 2.02,regardless of whether it has delivered a notice of its election topurchase any such Units, (i) to the extent that (A) the purchaseof such Units (together with any other purchases of Units pursuant toSections 2.02 or 2.03 hereof, or pursuant to similar provisions in anyother agreements with other investors of which the Company has at suchtime been given or has given notice) or (B) in the event of an electionto purchase such Units with shares of Issuer Common Stock, the issuanceof such shares by the IPO Entity, the purchase of such shares by theCompany or the distribution of such shares to the Management Memberwould result (x) in a violation of any law, statute, rule,regulation, policy, order, writ, injunction, decree or judgmentpromulgated or entered by any governmental authority applicable to theCompany or any of its Subsidiaries or any of its or their assets(including any unavailability of a registration statement or exemptionfrom registration necessary to allow delivery of shares of IssuerCommon Stock to the Management Member), (y) after giving effectthereto (including any dividends or other distributions or loans from aSubsidiary of the Company to the Company in connection therewith), in aFinancing Default or (z) in the Company being required to disgorge anyprofit to the IPO Entity pursuant to Section 16(b) of the 1934 Act,(ii) if immediately prior to such purchase of Units, issuance ofIssuer Common Stock or purchase of shares of Issuer Common Stock, asthe case may be, there exists a Financing Default which prohibits suchissuance or purchase (including any dividends or other distributions orloans from a Subsidiary of the Company to the Company in connectiontherewith), or (iii) if the Company does not have fundsavailable to effect such purchase of Units or Issuer Common Stock. TheCompany shall within 30 days of learning of any such fact so notify theManagement Member that it is not obligated to purchase such Units andhas deferred its right to make such purchase until such violation,potential liability under the 1933 Act or 1934 Act, Financing Defaultor unavailability of funds would not result therefrom or has ceased.The Company agrees to use commercially reasonable efforts to cure anysuch Financing Default that is curable. To the extent that, pursuant tothis Section 2.02(e), the Company is not obligated to pay for aManagement Member's Units in accordance with one of the paymentmethods described in the first sentence of Section 2.02(d), the Companyshall, except as otherwise permitted by this Section 2.02(e), berequired to pay for such Units pursuant to an alternate method ofpayment described in the first sentence of Section 2.02(d).

(f)    Notwithstanding anything to the contrary contained in thisSection 2.02, any Units which the Company has elected to purchase froma Management Member, but which in accordance with Section 2.02(e) arenot purchased at the applicable time provided in this Section 2.02,shall be purchased by the Company on the tenth Business Day after suchdate or dates that it is no longer permitted to defer purchasing suchUnits under Section 2.02(e), and the Company shall give such ManagementMember five Business Days prior notice of any suchpurchase.

Section 2.03.    Put Right.    (a) Subjectto the Call Right described in Section 2.02, following a Qualified IPOand for so long as no Termination Event pursuant to Section2.02(a)(iii) shall have occurred with respect to a Management Member,such Management Member shall have the right, but not the obligation, tosell (the ‘‘Put Right’’)beginning on the later of (x) the first date immediately following theexpiration of any Company or underwriter‘‘lock-up’’ period applicable to suchQualified IPO and (y) the date that is at least six (6) months and oneday after, the Sale Date ( the later of (x) and (y) shall be referredto as the ‘‘First Put Date’’), andthe Company shall be required to purchase from such Management Member,a number of such Management Member's Units as determined by suchManagement Member, at a price per Unit equal to the Fair Market Valueas of the date the 

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Management Member exercises such Put Right.For the avoidance of doubt, subject to the Call Right described inSection 2.02, a Management Member shall remain entitled to the PutRight following a Termination Event pursuant to Sections 2.02(a)(i) or(ii) with respect to such Management Member.

(b)    EachManagement Member who desires to sell any of his or her Units followingthe applicable First Put Date shall send written notice to the Companyof his or her intention to sell such Units pursuant to this Section2.03. Subject to the exercise of any Call Right pursuant to Section2.02, the closing of the purchase shall take place at the principaloffice of the Company on a date specified by the Company no later than30 days after the giving of such notice.

(c)    At the closingof a purchase pursuant to a Put Right, the Company will pay to theManagement Member the purchase price for such Units (determined inaccordance with Section 2.03(a)) by delivery of a number of shares ofIssuer Common Stock determined by dividing (A) the aggregate purchaseprice of the Units being sold by such Management Member by (B) thePublic Share FMV as of the close of trading on the trading dayimmediately prior to the delivery thereof to the Management Member.

(d)    Notwithstanding anything to the contrary elsewhere herein,the Company shall not be obligated to purchase any Units at any timepursuant to this Section 2.03 (i) to the extent that (A) thepurchase of such Units (together with any other purchases of Unitspursuant to Sections 2.02 or 2.03 hereof, or pursuant to similarprovisions in any other agreements with other investors of which theCompany has at such time been given or has given notice) or (B) theissuance of shares by the IPO Entity or the purchase of such shares bythe Company would result (x) in a violation of any law, statute,rule, regulation, policy, order, writ, injunction, decree or judgmentpromulgated or entered by any governmental authority applicable to theCompany or any of its Subsidiaries or any of its or their assets(including any unavailability of a registration statement or exemptionfrom registration necessary to allow delivery of shares of IssuerCommon Stock to the Management Member(s)), (y) after givingeffect thereto, in a Financing Default or (z) in the Company beingrequired to disgorge any profit to the IPO Entity pursuant to Section16(b) of the 1934 Act or (ii) if immediately prior to suchpurchase of Units, issuance of Issuer Common Stock or purchase ofshares of Issuer Common Stock, as the case may be, there exists aFinancing Default which prohibits any such issuance or purchase. TheCompany agrees to use commercially reasonable efforts to cure any suchFinancing Default that is curable. To the extent that the Company isnot obligated to pay for any Units as described in the first sentenceof Section 2.03(c) pursuant to the terms of this Section 2.03(d), theCompany shall promptly notify any Management Member that has delivereda notice of exercise of a Put Right that it is not obligated topurchase such Units and has deferred its right to make such purchaseuntil such violation, potential liability under the 1933 Act or 1934Act or Financing Default would not result therefrom or has ceased.

(e)    Notwithstanding anything to the contrary contained in thisSection 2.03, any Units which a Management Member has elected to sellto the Company, but which in accordance with Section 2.03(d) are notpurchased at the applicable time provided in this Section 2.03, shallbe purchased by the Company on the tenth Business Day after such dateor dates that it is no longer permitted to defer purchasing such Unitsunder Section 2.03(d), and the Company shall give such ManagementMember five Business Days prior notice of any suchpurchase.

Section 2.04.    Tag-Along Right. If,at any time prior to a Qualified IPO, one or more Sponsor Memberspropose to Transfer, in a single transaction or a series of relatedtransactions, a number of Units representing at least 30% of theSponsor Members’ aggregate Initial Equity Stakes (as defined inthe LLC Agreement) to any Person (other than a Transfer to a PermittedTransferee (as defined in the LLC Agreement) of any such Sponsor Memberand other than a Transfer in accordance with the Registration RightsAgreement and other than to another Sponsor Member) (a‘‘Tag-Along Purchaser’’),then, unless such transferring Sponsor Member(s) are entitled to giveand do give a Drag-Along Sale Notice (as defined in the LLC Agreement)and no other Sponsor Member(s) has elected to purchase its prorata share of such Units pursuant to Section 2.04(a) of the SponsorAgreement, the Company shall first provide written notice to each ofthe Management Members, which notice (the‘‘Tag-Along Notice’’) shallstate: (i) the maximum number of Units proposed to be

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Transferred (the‘‘Tag-Along Securities’’);(ii) the purchase price per Unit (the ‘‘Tag-AlongPrice’’) for the Tag-Along Securities and(iii) any other material terms and conditions of such sale,including the proposed transfer date (which date will be within 60business days after the termination of the Election Period (definedbelow), subject to extension for any required regulatory approvals).Each of the Management Members that has been provided with theTag-Along Notice (each, a ‘‘Tag-AlongManager’’) shall have the right to sell to suchTag-Along Purchaser, upon the terms set forth in the Tag-Along Notice,up to the aggregate number of Units which are held by such Tag-AlongManager multiplied by a fraction, the numerator of which is theaggregate number of Units proposed to be sold by the transferringSponsor Member as reflected in the Tag-Along Notice and the denominatorof which is the total number of Units which are held by thetransferring Sponsor Member. If the number of Units elected to be soldby the Tag-Along Managers and any other individuals identified fromtime to time on Exhibit A to the LLC Agreement, the transferringSponsor Member and any other Sponsor Members electing to participate insuch sale is greater than the number of Tag-Along Securities specifiedin the Tag-Along Notice, the number of Units being sold by each suchseller shall be reduced such that the applicable seller shall beentitled to (and obligated to) sell only their pro rata share ofUnits (based on the aggregate number of Units held by such seller tothe total number of Units held by all of such electing sellers). Thetransferring Sponsor Member(s), the Sponsor Members electing toparticipate in such sale and the Tag-Along Manager(s) exercising theirrights pursuant to this Section 2.04 shall effect the sale of theTag-Along Securities, and such Tag-Along Manager(s) shall sell thenumber of Tag-Along Securities required to be sold by such Tag-AlongManager(s) pursuant to this Section 2.04(a) within 60 business daysafter the expiration of the Election Period, subject to extension forany required regulatory approvals.

(b)    The tag-along rightsprovided by this Section 2.04 must be exercised by any Tag-AlongManager wishing to sell its Units within 10 business daysfollowing the date of delivery of the Tag-Along Notice (the‘‘Election Period’’), bydelivery of a written notice to the Company indicating such Tag-AlongManager’s wish to irrevocably exercise its rights and specifyingthe number of Units (up to the maximum number of Units owned by suchTag-Along Manager requested to be purchased by such Tag-AlongPurchaser) it wishes to sell; provided that any Tag-AlongManager may waive its rights under this Section 2.04 prior to theexpiration of such 10-business day period by giving written notice tothe Company, which will be distributed by the Company to thetransferring Sponsor Member(s). The failure of a Tag-Along Manager torespond within such 10-business day period shall be deemed to be awaiver of such Tag-Along Manager’s rights under this Section2.04.

(c) In connection with any sale pursuant to thisSection 2.04, each Tag-Along Manager shall make to the Tag-AlongPurchaser the same representations, warranties, covenants, indemnitiesand agreements as the transferring Sponsor Member(s) makes inconnection with the proposed transfer (except that in the case ofrepresentations, warranties, covenants, indemnities and agreementspertaining specifically to the transferring Sponsor Member(s), aTag-Along Manager shall make the comparable representations,warranties, covenants, indemnities and agreements); providedthat all representations, warranties and indemnities shall be made bythe transferring Sponsor Member(s) and such Tag-Along Manager severallyand not jointly and that the liability of the transferring SponsorMember(s) and such Tag-Along Manager thereunder shall be borne by eachof them on a pro rata basis. The Tag-Along Managers shallreceive the same type and amount of consideration (and rights) per Unitas is paid or delivered to the transferring Sponsor Member(s) in thesale pursuant to Section 2.04(a).

(d) No Transfer of anyUnit pursuant to this Section 2.04 shall be effective unless and untilthe applicable transferee agrees to be bound by all of the terms andconditions of the LLC Agreement.

Section 2.05. FairMarket Value.    Either the Board or the compensation committeeof the Board shall undertake in good faith to determine the Fair MarketValue of the Units no less frequently than annually and on a quarterlybasis if necessary in connection with a Transfer of Units to theCompany pursuant to Section 2.02 or Section 2.03 of this Agreement.Such determination shall be made in the sole discretion of the Board orthe compensation committee of the Board, as the case maybe.

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ARTICLEIII

Confidentiality; Intellectual PropertyRights

Section 3.01.    (a)    No Management Membershall at any time (whether during or after such ManagementMember’s service with the Company or its Subsidiaries)(i) retain or use for the benefit, purposes or account of theManagement Member or any other Person; or (ii) disclose,divulge, reveal, communicate, share, transfer or provide access to anyPerson outside the Company and its Subsidiaries (other than itsprofessional advisers who are bound by confidentiality obligations),any non-public, proprietary or confidential information (includingtrade secrets, know-how, research and development, software, databases,inventions, processes, formulae, technology, designs and otherintellectual property, information concerning finances, investments,profits, pricing, costs, products, services, vendors, customers,clients, partners, investors, personnel, compensation, recruiting,training, advertising, sales, marketing, promotions, government andregulatory activities and approval) concerning the past, current orfuture business, activities and operations of the Company, itsSubsidiaries or Affiliates and/or any third party that has disclosed orprovided any of same to the Company on a confidential basis, including,without limitation, the existence and terms of this Agreement, the LLCAgreement or the Registration Rights Agreement(‘‘ConfidentialInformation’’) without the prior authorization ofthe Company.

(b)    ‘‘ConfidentialInformation’’ shall not include any information that is(i) generally known to the industry or the public other than asa result of the Management Member’s breach of this covenant orany breach of other confidentiality obligations by third parties;(ii) made legitimately available to the Management Member by athird party without breach of any confidentiality obligation; or(iii) required by law to be disclosed; provided that inconnection with sub-clause (iii), the Management Member shall giveprompt written notice to the Company of such requirement, disclose nomore information than is so required, and cooperate with any attemptsby the Company to obtain a protective order or similar treatment. ThisSection 3.01 shall not be construed to preclude the Management Memberfrom using his/her acquired knowledge, experience and expertise gainedduring the term of Services in any subsequent employment, provided thatsuch use does not include the disclosure or other use in any manner ofConfidential Information.

(c)    Except as required by law orexcept in connection with any proposed transfer in accordance with thisAgreement or any transfer to a Management Permitted Transferee, theManagement Member will not disclose to anyone, other than theManagement Member’s immediate family and legal or financialadvisors, the existence or contents of thisAgreement.

(d)    Upon termination of the ManagementMember’s Services with the Company for any reason, theManagement Member shall (i) cease and not thereafter commenceuse of any Confidential Information or intellectual property (includingany patent, invention, copyright, trade secret, trademark, trade name,logo, domain name or other source indicator) owned or used by theCompany, its Subsidiaries or Affiliates; (ii) immediatelydestroy, delete, or return to the Company, at the Company’soption, all originals and copies in any form or medium (includingmemoranda, books, papers, plans, computer files, letters and otherdata) in the Management Member’s possession or control(including any of the foregoing stored or located in the ManagementMember’s office, home, laptop or other computer, whether or notsuch computer is Company property) that contain ConfidentialInformation or otherwise relate to the business of the Company, itsAffiliates and Subsidiaries, except that the Management Member mayretain only those portions of any personal notes, notebooks and diariesthat do not contain any Confidential Information; and(iii) notify and fully cooperate with the Company regarding thedelivery or destruction of any other Confidential Information of whichthe Management Member is or becomes aware.

(e)    EachManagement Member who has participated or will participate in thecreation or development of any intellectual property in the course ofsuch individual’s service to the Company or its Subsidiarieshereby (i) disclaims and agrees to disclaim any rights with respect tosuch intellectual property, (ii) agrees that the Company or aSubsidiary of the Company, as the case may be, is or will be deemed tobe the sole original owner/author of all such intellectual propertyand, (iii) if requested 

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by the Company or a Subsidiary of theCompany, will execute an assignment or an agreement to assign solely infavor of the Company or such Subsidiary or such predecessor ininterest, as applicable, all right, title and interest in all suchintellectual property.

ARTICLEIV

Definitions

Section4.01.    ‘‘Act’’ shallmean the Delaware Limited Liability Company Act, Delaware Code, Title6, Sections 18-101, et seq., as in effect from time totime.

Section4.02.    ‘‘Affiliate’’shall have the meaning ascribed thereto in Rule 12b-2 promulgated underthe 1934 Act, as in effect on the date hereof.

Section4.03.    ‘‘ApplicableLaw’’ means, with respect to any Person, anystatute, law, regulation, ordinance, rule, injunction, order, decree,governmental approval, directive, requirement, or other governmentalrestriction or any similar form of decision of, or determination by, orany interpretation or administration of any of the foregoing by, anygovernmental authority, applicable to such Person or its Subsidiariesor their respective assets.

Section4.04.    ‘‘Board’’ shallmean the board of directors of the Company.

Section4.05.    ‘‘Business Day’’shall mean any day on which banks are required to be open to conductbusiness in New York City.

Section4.06.    ‘‘Cause’’, whenused in connection with the termination of Services of a ManagementMember, shall have the same meaning ascribed to such term in anywritten agreement relating to Services or any severance agreement thenin effect between such Management Member and the Company or one of itsSubsidiaries or, if no such agreement containing a definition of‘‘Cause’’ is then in effect, shall mean atermination of Services of the Management Member by the Company or anySubsidiary thereof due to (i) the commission by the Management Memberof an act of fraud or embezzlement, (ii) the indictment or convictionof the Management Member for a felony or a crime involving moralturpitude or a plea by the Management Member of guilty or nolocontendere involving such a crime, (iii) the gross negligence,malfeasance or willful misconduct by the Management Member in theperformance of the Management Member’s duties, (iv) theviolation by the Management Member of a written Company policyregarding employment, including substance abuse, sexual harassment ordiscrimination, (v) the willful failure of the Management Member torender services to the Company or any of its Subsidiaries in accordancewith the Management Member’s Services which failure amounts to amaterial neglect of the Management Member’s duties to theCompany or any of its Subsidiaries (other than as a result of mental orphysical incapacity) (vi) the repeated failure of the Management Memberto comply with reasonable directives of the Board or the chiefexecutive officer of the Company consistent with the ManagementMember’s duties or (vii) the material breach by the ManagementMember of any of the provisions of any agreement between the ManagementMember, on the one hand, and the Company or a Member or an Affiliate ofthe Company, on the other hand.

Section4.07.    ‘‘Change ofControl’’ shall mean the consummation of anytransaction (including any merger or consolidation) the result of whichis that any Person, other than a Sponsor Member or a PermittedTransferee of a Sponsor Member, becomes the beneficial owner, directlyor indirectly, of (i) more than 50% of the voting securities ofthe Company or its successor entity or (ii) all or substantially all ofthe assets of the Company or its successor entity.

Section4.08.    ‘‘Cost’’ shallmean, with respect to a Management Member’s Units, the price perunit paid by such Management Member (as proportionately adjusted forall subsequent distributions of Units and otherrecapitalizations).

Section4.09.    ‘‘Disability’’shall mean the inability of a Management Member to perform theessential functions of the Management Member’s job, with orwithout reasonable accommodation, by reason of a physical or mentalinfirmity, for a continuous period of six months or for an aggregate of

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nine months in a twenty-four month period.The period of six months shall be deemed continuous unless suchManagement Member returns to work for at least 30 consecutive businessdays during such period and performs during such period at the leveland competence that existed prior to the beginning of the six-monthperiod.

Section 4.10.    ‘‘Fair MarketValue’’ shall be the fair value of the Unitsdetermined from time to time in good faith by the Board using itsreasonable business judgment. Following the initial public offering ofequity securities of the Company or the IPO Entity, Fair Market Valuewill be based on the public trading price of suchsecurities.

Section 4.11.    ‘‘FinancingDefault’’ shall mean an event which wouldconstitute (or with notice or lapse of time or both would constitute)an event of default (which event of default has not been cured) underor would otherwise violate or breach (i) any financing arrangement ofthe Company or any of its Subsidiaries in effect as of the time of theaforementioned event, and any extensions, renewals, refinancings orrefundings thereof in whole or in part; and (ii) any provisionof the Company’s or any of its Subsidiary’sconstitutional documents.

Section4.12.    ‘‘InvestorGroup’’ shall have the meaning set forth in theLLC Agreement.

Section 4.13.    ‘‘IPOEntity’’ shall mean the issuer in a QualifiedIPO.

Section 4.14.    ‘‘Issuer CommonStock’’ shall mean common stock of the same classas that offered to the public by the IPO Entity in a Qualified IPO orany securities into which such common stock is exchanged, converted orreclassified, including pursuant to any merger, reorganization orreclassification.

Section 4.15.    ‘‘1933Act’’ shall mean the Securities Act of 1933, asamended, and the rules and regulations promulgatedthereunder.

Section 4.16.    ‘‘1934Act’’ shall mean the Securities Exchange Act of1934, as amended, and the rules and regulations promulgatedthereunder.

Section 4.17.    ‘‘ManagementMembers’’ shall have the meaning set forth in theintroductory paragraph of this Agreement.

Section4.18.    ‘‘Manager PermittedTransferee’’ shall mean, with respect to anyManagement Member, (i) a transferee in a Transfer upon the death ofsuch Management Member to his/her executors, administrators,testamentary trustees, legatees or beneficiaries (ii) subject to theLLC Agreement, only in connection with a Transfer by such ManagementMember for estate planning purposes not made within twelve months ofany other such Transfer, a limited partnership, limited liabilitycompany, trust or custodianship, the beneficiaries of which may includeonly such Management Member, his/her spouse (or ex-spouse) or his/herlineal descendants (including adopted), but only if, (x) in the case ofclause (i) and (ii), such Person becomes a party to, and is bound tothe same extent as the transferor by the terms of, this Agreement and(y) in the case of a Transfer described in clause (ii), theCompensation Committee of the Board has given its prior, writtenapproval to such Transfer.

Section4.19.    ‘‘Member’’ shallhave the meaning set forth in the LLC Agreement.

Section4.20.    ‘‘PermittedTransferee’’ shall have the meaning set forth inthe LLC Agreement.

Section4.21.    ‘‘Person’’ meansan individual, a partnership, a corporation, a limited liabilitycompany, an association, a joint stock company, a trust, a jointventure, an unincorporated organization and a governmental entity orany department, agency or political subdivision thereof.

Section4.22.    ‘‘Public ShareFMV’’, per share of Issuer Common Stock, shallmean the arithmetic mean of the high and low prices per share asreported on such date on the composite tape of the principal nationalsecurities exchange on which such shares are listed or admitted totrading, or, if no composite tape exists for such national securitiesexchange on such date, then on the principal national securitiesexchange on which such shares are listed or admitted to trading, or, ifthe shares are not listed or admitted on a national securitiesexchange, the arithmetic mean of the per share 

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closing bid price and per share closingasked price on such date as quoted on the National Association ofSecurities Dealers Automated Quotation System (or such market in whichsuch prices are regularly quoted) (the‘‘NASDAQ’’), or, if no saleof shares shall have been reported on such composite tape or suchnational securities exchange on such date or quoted on the NASDAQ onsuch date, then the immediately preceding date on which sales of theshares have been so reported or quoted shall be used to calculate thePublic Share FMV.

Section4.23.    ‘‘Qualified IPO’’shall have the meaning set forth in the Registration RightsAgreement.

Section 4.24.    ‘‘RegistrationRights Agreement’’ shall mean that certainRegistration Rights Agreement, dated as of May  17,  2004,by and among the Company and the Members, as it may be amended,supplemented or restated from time to time.

Section4.25.    ‘‘Sale Date’’shall mean, with respect to any Unit, the date on which such Unit wasfirst purchased from the Company.

Section4.26.    ‘‘Services’’shall mean (i) a Management Member’s employment if theManagement Member is an employee of the Company or any of itsAffiliates, (ii) a Management Member’s services as a consultant,if the Management Member is a consultant to the Company or any of itsAffiliates and (iii) a Management Member’s services as anon-employee director, if the Management Member is a non-employeemember of the Board or the board of directors of an Affiliate;provided however that unless otherwise determined by the Boardor the compensation committee of the Board, a change in a ManagementMember's status from employee to non-employee (other than withrespect to a director of the Company or an Affiliate) shall constitutea termination of employment hereunder.

Section4.27.    ‘‘SponsorMembers’’ shall have the meaning set forth in theLLC Agreement

Section4.28.    ‘‘Subsidiary’’shall have the meaning set forth in the LLC Agreement.

Section4.29.    ‘‘Tag-AlongManager’’ shall have the meaning set forth inSection 2.04(a).

Section4.30.    ‘‘Tag-AlongNotice’’ shall have the meaning set forth inSection 2.04(a).

Section4.31.    ‘‘Tag-AlongPrice’’ shall have the meaning set forth inSection 2.04(a).

Section4.32.    ‘‘Tag-AlongPurchaser’’ shall have the meaning set forth inSection 2.04(a).

Section4.33.    ‘‘Tag-AlongSecurities’’ shall have the meaning set forth inSection 2.04(a).

Section4.34.    ‘‘TerminationEvent’’ shall have the meaning set forth inSection 2.02(a).

Section4.35.    ‘‘Transfer’’shall have the meaning set forth in Section 2.01(a).

Section4.36.    ‘‘Units’’ shallhave the meaning set forth in the recitals of thisAgreement.

Section 4.37.    ‘‘UnitsBuyer’’ shall have the meaning set forth inSection 2.02(c).

ARTICLEV

MISCELLANEOUS

Section5.01.    Assignment and Binding Effect.    Neither theCompany nor any Management Member shall assign all or any part of thisAgreement without the prior written consent of the other and theconsent of the Board. This Agreement shall be binding upon and inure tothe benefit of the successors and assigns of the parties pursuant tothis paragraph.

Section 5.02.    Conversion; Restructuring;Recapitalization; Reorganization.    (a) In connection with aQualified IPO, pursuant to Section 4.06 of the LLC Agreement, the Unitsmay be converted at the discretion of the Board into ReclassifiedSecurities (as defined in the LLC Agreement) and it is contemplatedthat the restrictions contained in this Agreement would in such case bereplicated in one or more management shareholders agreements governingthe Reclassified Securities to which the Management Members wouldbecome parties.

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(b) The Company may, at thediscretion of the Board and in accordance with applicable U.S. stateand federal law (including the 1933 Act and the 1934 Act and the rulespromulgated thereunder), effect a reorganization, reclassification,conversion, merger, recapitalization or restructuring (each, a‘‘Restructuring Event’’) pursuantto which the Members would become members or shareholders of a newlimited liability company or corporation and cease to be Members of theCompany or receive different securities of the Company. The units,shares or other equity interests provided to each Management Memberpursuant to such Corporate Restructuring would provide each ManagementMember with substantially similar economic and other rights andprivileges as such Management Member had as a Member of the Companyprior to such Restructuring Event and which are consistent with therights and preferences attendant to the Units held by the ManagementMembers immediately prior to such Restructuring Event. It iscontemplated that the Management Members, the company formed by suchRestructuring Event and, in the discretion of the Sponsor Members, theSponsor Members, would enter a management members agreement ormanagement shareholders agreement, as the case may be, in conjunctionwith such Restructuring Event, containing provisions substantiallysimilar to the provisions of this Agreement. The Management Membershereby agree to enter into any such management members agreement ormanagement shareholders agreement.

Section 5.03.    ThirdParty Beneficiaries.    Each of the Sponsor Members shall beconsidered a third party beneficiary of the representations, warrantiesand agreements of the Management Members made in this Agreement,entitled to take any action against any Management Member as if suchSponsor Member were the Company hereunder.

Section5.04.    Notices.    Any notice, demand, request, waiver,or other communication under this Agreement shall be in writing andshall be deemed to have been given when personally delivered, one dayafter deposit with Federal Express or similar overnight courier serviceor three days after being mailed by first class mail, return receiptrequested shall be deemed to have been given on the date mailed, andshall be addressed as follows:

|  |                          |                                                                                  |
|--|--------------------------|----------------------------------------------------------------------------------|
|  | **To theCompany:**  | Nalco LLC 345 ParkAvenueNew York, NY 10154Attention: Chinh ChuFax: (212)583-5722 |

|  |        |                                                                                         |
|--|--------|-----------------------------------------------------------------------------------------|
|  |   | Attention: Joshua J.HarrisFax: (212) 515-3288Attention: Sanjeev MehraFax:(212) 357-5505 |

|  |                      |                                                                                                                     |
|--|----------------------|---------------------------------------------------------------------------------------------------------------------|
|  | With a copyto:  | Simpson Thacher & Bartlett LLP425Lexington AvenueNew York, NY 10017Attention: Wilson S.NeelyFax: (212) 455-2502 |

|  |                     |                                                                                                                   |
|--|---------------------|-------------------------------------------------------------------------------------------------------------------|
|  | And a copyto:  | Wachtell, Lipton, Rosen & Katz51 West52nd StreetNew York, NY 10019Attention: Daniel A.NeffFax: (212) 403-2000 |

|  |                                            |                                                                |
|--|--------------------------------------------|----------------------------------------------------------------|
|  | **To Any ManagementInvestor Member**  | At the address set forth inthe written records of the Company. |

Section5.05.    Governing Law.    THIS AGREEMENT SHALL BECONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OFDELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES WHICH WOULDRESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

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Section5.06.    Jurisdiction.    The parties hereby irrevocablyand unconditionally consent to submit to the exclusive jurisdiction ofthe courts of the State of Delaware for any actions, suits orproceedings arising out of or relating to this agreement and thetransactions contemplated hereby (and agree not to commence any action,suit or proceeding relating thereto except in such courts, and furtheragree that service of any process, summons, notice or document by U.S.registered mail to its address set forth above shall be effectiveservice of process for any action, suit or proceeding brought againstsuch party in any such court). The parties hereby irrevocably andunconditionally waive any objection to the laying of venue of anyaction, suit or proceeding arising out of this Agreement or thetransactions contemplated hereby in the courts of the State ofDelaware, and hereby further irrevocably and unconditionally waive andagree not to plead or claim in any such court that any such action,suit or proceeding brought in any such court has been brought in aninconvenient forum.

Section 5.07.    ManagementMember’s Services.    Nothing contained in this Agreementshall be deemed to obligate the Company or any Subsidiary to employ orretain any Management Member in any capacity whatsoever or to prohibitor restrict the Company (or any Subsidiary) from terminating theServices of the Management Member at any time or for any reasonwhatsoever, with or without Cause.

Section 5.08.    EntireAgreement.    This Agreement, the LLC Agreement and theRegistration Rights Agreement set forth the entire understanding andagreement of the parties hereto and supersede any and all otherunderstandings, term sheets, negotiations or agreements between theparties hereto relating to the subject matter of this Agreement, theLLC Agreement and the Registration Rights Agreement.

Section5.09.    Counterparts.    This Agreement may be executedin counterparts, each of which shall be deemed an original, and all ofwhich together shall constitute a single agreement.

Section5.10.    Severability.    In the event that any one ormore of the provisions contained in this Agreement shall for any reasonbe held to be invalid, illegal or unenforceable, the same shall notaffect any other provision of this Agreement, but this Agreement shallbe construed in a manner which, as nearly as possible, reflects theoriginal intent of the parties.

Section5.11.    Interpretation.    Words used in the singularform in this Agreement shall be deemed to import the plural, and viceversa, as the sense may require. The table of contents and headingscontained in this Agreement are for reference purposes only and shallnot affect in any way the meaning or interpretation of this Agreement.Whenever the words ‘‘include,’’‘‘includes’’ or‘‘including’’ are used in this Agreement,they shall be deemed to be followed by the words‘‘without limitation.’’

Section5.12.    Amendment.    Any amendment to this Agreementshall only be effective if evidenced by a written instrument signed bythe Company; provided, that any such amendment that ismaterially adverse to the economic interests of a Management Membershall only be effective if such Management Member consents thereto inwriting.

Section 5.13.    Waiver.    Any partyhereto may (i) extend the time for the performance of any of theobligations or other acts of the other parties hereto, (ii) waive anyinaccuracies in the representations and warranties contained herein orin any document delivered pursuant hereto, and (iii) waivecompliance with any of the agreements or conditions contained herein.Any agreement on the part of a party hereto to any such extension orwaiver shall be valid only if set forth in an instrument in writingsigned by the party granting such waiver but such waiver or failure toinsist upon strict compliance with such obligation, covenant, agreementor condition shall not operate as a waiver of, or estoppel with respectto, any subsequent or future failure.

Section5.14.    Further Assurances.    Subject to the terms andconditions of this Agreement, each of the parties hereto will use itsreasonable efforts to take, or cause to be taken, all actions, and todo, or cause to be done, all things necessary, proper or advisableunder applicable laws and regulations, to consummate and make effectivethe provisions of this Agreement.

Section5.15.    Sections, Exhibits, Schedules.    References to asection are, unless otherwise specified, to one of the sections of thisAgreement and references to an ‘‘Exhibit’’or ‘‘Schedule’’ are, unless otherwisespecified, to one of the exhibits or schedules attached to thisAgreement.

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Section 5.16.    SpecificEnforcement.    The Management Members and the Companyacknowledge and agree that irreparable damage would occur in the eventthat any of the provisions of this Agreement were not performed inaccordance with their specific terms or were otherwise breached. It isaccordingly agreed that the parties shall be entitled to an injunctionor injunctions to prevent breaches of the provisions of this Agreementand to enforce specifically the terms and provisions hereof, this beingin addition to any other remedy to which they may be entitled at law orin equity.

Section 5.17.    Successors.    ManagerPermitted Transferees are entitled to all of the rights and subject toall of the obligations of the transferor hereunder from whom theyreceived their Interests regardless of whether the Agreement elsewhereso expressly provides.

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INWITNESS WHEREOF, the parties hereto have executed this Agreement as ofthe date set forth above.

NALCOLLC

|           |                                                 |
|-----------|-------------------------------------------------|
| By:  | /s/ Stephen N.LandsmanName: Stephen N. Landsman |

MANAGEMENTMEMBER

|           |                                            |
|-----------|--------------------------------------------|
| By:  | /s/ John L.Gigerich Print: John L.Gigerich |

[Signature Page —Management Members Agreement]

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ScheduleA

Management Members

TheManagement Members will be those who accept the pending offer toparticipate in the Units Plan.

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EXHIBITA

Contingent Bonus

|  |
|--|
|  |  |
|  |

|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |  |  |  |
|--------------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| Issuer:      |  | ASubsidiary of the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Bonus:       |  | Bonus of upto the maximum amount specified in the Management Member'ssubscription agreement with the Company, subject to the contingenciesset forth below                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Contingency: |  | Bonus will bepaid to a Management Member following a Qualified IPO of a subsidiaryof the Company (if a Qualified IPO occurs prior to June1,  2005) if he or she is i) an employee of the Company or one ofits subsidiaries on January  1,  2007 and ii) required topay current income tax on compensation with respect to Class A Unitsprior to January  1,  2007 attributable to a final"determination" (as defined in Section1313(a)(i) of the Code) of a valuation of such Units in excess of thevaluation prepared by the Company's third party valuation firm;the bonus shall be an amount equal to the current income taxattributable to the "determination", subjectto the maximum amount set forthabove. |
| Eligibility: |  | A Management Member willonly be eligible for the bonus if for all tax reporting purposes theManagement Member uses the Units valuation prepared by theCompany’s third party valuation firm in connection with theissuance of the Units                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|              |

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