AMENDMENT TO MANAGEMENT MEMBERS
		AGREEMENT
	 

	 
		 
	 

	 
		CONCERNING
	 

	 
		 
	 

	 
		NALCO LLC
	 

	 
		 
	 

	 
		 
	 

	 
		July 14, 2006
	 

	 
		 
	 

	 
		 
	 

	 
		This Amendment to Management Members
		Agreement (the “Amendment”) is made between Nalco LLC (the
		“Company” or “Nalco”) and Mark W. Irwin
		(“Mr. Irwin”).
	 

	 
		 
	 

	 
		Whereas, Nalco LLC and Mr. Irwin
		entered into a Management Members Agreement dated on or about June 11, 2006
		(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:
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  a.
				

			 	
				
				  “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. Irwin 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 2006
				  tranche be reached as determined by Nalco LLC, Mr. Irwin 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. Irwin
				  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. After December 31, 2006, all
				  vesting rights relating to the units shall terminate and Mr. Irwin shall
				  have no further rights in any unvested units. In all other respects the
				  Management Members Agreement shall remain unchanged with assumption that
				  Mr. Irwin’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. Mr. Irwin and Nalco LLC will enter into an agreement
				  amending the Management Members Agreement. 
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  b.
				

			 	
				
				  Mr. Irwin and
				  Mr. Irwin’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. Irwin 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. Irwin that in
		executing this Agreement Mr. Irwin 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. Irwin or on Mr. Irwin’s behalf
		by any other party, based on any right Mr. Irwin 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. Irwin’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. Irwin signs this Agreement. Also not released are
		any claims Mr. Irwin 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. Irwin 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. Irwin sues Nalco in
		violation of this Agreement, then Mr. Irwin shall be liable for
		Nalco’s actual attorneys’ fees and other litigation costs incurred in
		defending such matter. 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				   
				

			 	
				
				  c.
				

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

			 

 

	 
		 
	 

	 
			
				
				  NALCO LLC
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: 
				

			 	
				
				  
 /S/ Mary Manupella
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 /S/ Mark W. Irwin
				

			 
	
				
				  Title:
				

			 	
				
				  Vice President
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Mark W. Irwin