AMENDMENT TO MANAGEMENT MEMBERS
		AGREEMENT
	 

	 
		CONCERNING
	 

	 
		NALCO LLC
	 

	 
		 
	 

	 
		June 30, 2006
	 

	 
		This Amendment to Management Members
		Agreement (the “Amendment”) is made between Nalco LLC (the
		“Company” or “Nalco”) and Philippe F. Creteur
		(“Mr. Creteur”).
	 

	 
		Whereas, Nalco LLC and Mr. Creteur
		entered into a Management Members Agreement dated June 11, 2004 (the
		“Management Members Agreement”).
	 

	 
		Whereas the parties wish to amend the
		Management Members Agreement.
	 

	 
		Whereas terms not otherwise defined herein
		shall have the meanings indicated in the Management Members Agreement.
	 

	 
		Therefore the parties agree as
		follows:
	 

	 
			
				
				   
				

			 	
				
				  1.
				

			 	
				
				  “Applicable Percentage”
				  shall be modified to reflect as follows: (a) that for purposes of the 20%
				  tranche of B Units scheduled to vest on December 31, 2006, Mr. Creteur
				  will be permitted the opportunity to vest at 75% of these 2006 B Units at
				  December 31, 2006, (b) should the required 2006 performance targets for the C
				  units be reached as determined by Nalco LLC, Mr. Creteur will be permitted
				  the opportunity to vest at 75% of both the 20% tranche of 2006 C units and the
				  20% tranche of 2005 C units and (c) should the required 2006 performance
				  targets for the D units be reached as determined by Nalco LLC, Mr. Creteur
				  will be permitted the opportunity to vest at 75% of both the 20% tranche of
				  2006 D units and the 20% tranche of 2005 D units. No unvested units held by
				  Mr. Creteur after December 31, 2006 shall vest and Mr. Creteur waives
				  all claims to any unvested units after December 31, 2006. In all other respects
				  the Management Members Agreement shall remain unchanged with assumption that
				  Mr. Creteur’s last date of participation in the Management Equity
				  Program is deemed to be September 30, 2006, and except as stated herein, all
				  other unvested units in the Management Equity Program shall terminate on
				  September 30, 2006. 
				

			 

 

	 
			
				
				   
				

			 	
				
				  2.
				

			 	
				
				  Mr. Creteur and
				  Mr. Creteur’s successors, assigns, heirs, and agents, and each and
				  all of them, hereby unconditionally and forever release, acquit, and discharge
				  the Company, its subsidiaries and affiliates, and each of their respective
				  officers, directors, stockholders, employees, agents, and attorneys 
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				from any and all claims, demands,
				liabilities, and causes of action of every kind, nature and description
				whatsoever whether known or unknown, or suspected to exist, which
				Mr. Creteur ever had or may now have up to the date of signing this
				Agreement, against the Company, or any of them, including, any claim arising
				out of or relating to any federal, state, local or other government statute,
				regulation or ordinance of any country, including but not limited to the
				following US laws, Title VII of the Civil Rights Act of 1964, as amended, the
				Civil Rights Act of 1991, the Age Discrimination in Employment Act, 29 U.S.C.
				sec. 621 et. seq. as amended by the Older Workers’ Benefit Protection Act
				of 1990, the Americans with Disabilities Act, the Family and Medical Leave Act,
				the Employee Retirement Income Security Act, and the Rehabilitation Act of
				1973, The Worker Adjustment and Retraining Notification Act. It is the
				intention of Mr. Creteur that in executing this Agreement Mr. Creteur
				is providing a General Release and that it shall be an effective bar to each
				and every claim, demand and cause of action, either known or unknown, for all
				acts, or omissions of Nalco occurring prior to and up to the date this
				Agreement is executed. Also waived are any rights to attorneys’ fees,
				compensation or other recovery as the result of any legal action brought by
				Mr. Creteur or on Mr. Creteur’s behalf by any other party, based
				on any right Mr. Creteur has released and waived under this Agreement.
				Excepted from this release are claims challenging the validity of this
				Agreement under the Age Discrimination in Employment Act.
				Mr. Creteur’s release under the Age Discrimination in Employment Act
				does not apply to any claims that arise or may arise based on events that take
				place after the date Mr. Creteur signs this Agreement. Also not released
				are any claims Mr. Creteur may have for a) Worker’s Compensation
				benefits, b) accrued wages, accrued but unused vacation pay, and accrued
				commissions, if any, up to the date of termination, c) any vested pension
				benefits, or d) any right to unemployment benefits. Mr. Creteur agrees
				never to institute any lawsuit, complaint, proceeding, grievance or action of
				any kind (at law, in equity or otherwise) in any state or federal court, or in
				any other public or private tribunal, against Nalco on any grounds, for any
				occurrence from the beginning of time to the effective date of this Agreement.
				The only exception to this covenant not to sue is a claim that challenges the
				validity of this Agreement and alleges age discrimination. If Mr. Creteur
				sues Nalco in violation of this Agreement, then Mr. Creteur shall be
				liable for Nalco’s actual attorneys’ fees and other litigation costs
				incurred in defending such matter. 
			 

		  


	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				   
				

			 	
				
				  3.
				

			 	
				
				  Mr. Creteur shall waive any and
				  all claims to any Unvested Units after application of the terms and provisions
				  of this Agreement. Mr. Creteur transfers ownership of any and all Unvested
				  Units to the Company without further payment or consideration.
				

			 

 

	 
		 
	 

	 
			
				
				  NALCO LLC
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: 
				

			 	
				
				  
 /S/ Mary Manupella
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 /S/ Philippe F. Creteur
				

			 
	
				
				  Title:
				

			 	
				
				  Vice President
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Philippe F. Creteur