Exhibit
10.63

MANAGEMENT MEMBERS
AGREEMENT

CONCERNING

NALCO
LLC

DATED AS OF JUNE 11,
2004.

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This MANAGEMENT MEMBERS AGREEMENT
(the ‘‘Agreement’’) dated as
of June  11,  2004 by and among Nalco LLC (the
‘‘Company’’), a Delaware
limited liability company and the Persons who are or after the date
hereof become signatories hereto (the ‘‘Management
Members’’).


RECITALS


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

WHEREAS, the Management
Members will be providing services to the Company or its
Affiliates.

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

WHEREAS, it is a
condition to the sale of the Units that the Management Members enter
into this Agreement;

WHEREAS, the Management Members will
enter into the Registration Rights Agreement; and

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

ARTICLE
I


Management Members’ Representations,
Warranties and Agreements


Section
1.01.    Units Unregistered.    Each Management Member
acknowledges and represents that such Management Member has been
advised by the Company that:

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


			
		(b) 	the Units must be held and
the Management Member must continue to bear the economic risk of the
investment in the Units unless the offer and sale of such Units are
subsequently registered under the 1933 Act and all applicable state
securities laws or an exemption from such registration is available and
the Units may never be so
registered;


			
		(c) 	there is no
established market for the Units and it is not anticipated that there
will be any public market for the Units in the foreseeable
future;


			
		(d) 	a restrictive legend in
the form set forth below shall be placed on the
certificates representing the
Units:


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

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THEREIN, THE REGISTRATION RIGHTS AGREEMENT
AMONG NALCO LLC AND CERTAIN OF ITS MEMBERS AND, AMONG OTHER THINGS, MAY
NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH SUCH TRANSFER
RESTRICTIONS. COPIES OF SUCH LIMITED LIABILITY COMPANY AGREEMENT, SUCH
MANAGEMENT MEMBERS AGREEMENTS AND SUCH REGISTRATION RIGHTS AGREEMENT
ARE ON FILE WITH THE SECRETARY OF THE LIMITED LIABILITY COMPANY AND ARE
AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE HOLDER OF
THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND
BY ALL OF THE APPLICABLE PROVISIONS OF THE AFORESAID
AGREEMENTS.’’;

			
		(e) 	a
restrictive legend in the form set forth below shall be placed on the
certificates representing the Units held by Georgia
residents:


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

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


Section 1.02.    Additional Investment
Representations.    Each Management Member represents and
warrants that:

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


			
		(b) 	the
Management Member’s knowledge and experience in financial and
business matters are such that the Management Member is capable of
evaluating the merits and risks of the investment in the
Units;


			
		(c) 	the Management Member understands that
the Units are a speculative investment which involves a high degree of
risk of loss of Management Member’s investment therein, there
are substantial restrictions on the transferability of the Units and,
on the date on which such Management Member acquires such Units and for
an indefinite period following such date, there will be no public
market for the Units and, accordingly, it may not be possible for the
Management Member to liquidate the Management Member’s
investment including in case of emergency, if at
all;


			
		(d) 	the terms of this Agreement provide that
if the Management Member ceases to provide services to the Company and
its Affiliates, the Company and its Affiliates have the right to
repurchase the Units at a price which may be less than the Fair Market
Value thereof;


			
		(e) 	the Management Member
understands and has taken cognizance of all the risk factors related to
the purchase of the Units and, other than as set forth in this
Agreement, no representations or warranties have been made to the
Management Member or Management Member’s representatives
concerning the Units, the Company, the Subsidiaries or their respective
prospects or other matters;


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		(f) 	the Management Member
has been given the opportunity to examine all documents and to ask
questions of, and to receive answers from, the Company and its
representatives concerning the Company and its subsidiaries, the
acquisition of Nalco Company and certain Subsidiaries of Nalco
International S.A.S. by subsidiaries of the Company, the LLC Agreement,
the Company’s organizational documents and the terms and
conditions of the purchase of the Units and to obtain any additional
information which the Management Member deems necessary;
and


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


Section 1.04.    Contingent
Bonus.    The Company shall cause one of its Subsidiaries to pay
a bonus to Management Members in the circumstances set forth in Exhibit
A.

ARTICLE
II


Transfers; Acceleration


Section
2.01.    Transfer.    (a) Until the occurrence of a
Qualified IPO, except as required by law, no Management Member may
directly 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 or
contract to sell, grant any option, right or warrant to purchase, lend,
or otherwise transfer or dispose of any economic, voting or other
rights in or to (collectively,
‘‘Transfer’’) any Units
except pursuant to (i) Article XI of the LLC Agreement, (ii)
Sections 2.02 or 2.04 hereof or (iii) a Transfer to a Manager Permitted
Transferee (each a ‘‘Permitted
Transfer’’).

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

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

(d) No Transfer by any Management Member may be
made pursuant to this Article II (except pursuant to an effective
registration statement under the 1933 Act) unless and until such
Management Member has first delivered to the Company an opinion of
counsel (reasonably acceptable in form and substance to the Company)
that neither registration nor qualification under the 1933 Act and
applicable state securities laws is required in connection with such
Transfer.

Section 2.02.    Call Option.    (a) If a
Management Member’s Services to the Company or any Subsidiary
terminate for any of the reasons set forth in clauses (i), (ii) or
(iii) below (each such event a ‘‘Termination
Event’’), the Company shall have the right but
not the obligation to purchase, from time to time after such
termination of Services, any Units held by such Management Member for a
period of 60 days (subject to extension as provided below) immediately
following 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 which
such Management Member acquired such Unit (the later of (A) and (B),
the ‘‘First Purchase 


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Date’’), and such
Management Member shall be required to sell to the Company, any or all
of such Units then held by such Management Member, at a price per Unit
equal to the applicable purchase price determined pursuant to Section
2.02(c):

(i) if such Management
Member’s Service with the Company and its Subsidiaries is
terminated due to the Disability or death of the Management
Member;

(ii) if such Management
Member’s Service with the Company and its Subsidiaries is
terminated by the Company and its Subsidiaries without Cause or by the
Management Member for any
reason;

(iii) if such Management
Member’s Service with the Company and its Subsidiaries is
terminated by the Company or any of its Subsidiaries for
Cause.

(b) If on the 61st day following the date of the
Termination Event, the Company has not purchased all of a terminated
Management Member’s Units, and the Company has not opted to
extend its 60 day election period pursuant to Section 2.02(d), the
Company shall on or before the 61st day provide written
notice to the Investor Groups of (i) its decision not to purchase some
or all of such Units and (ii) the number of such Management
Member’s Eligible Units (defined below) which the Company did
not purchase, and the Investor Groups shall have the right to purchase
and such Management Member shall be required to sell to the Investor
Group(s), any or all of the Units (the ‘‘Eligible
Units’’) then held by such Management Member at a
price per Unit equal to the applicable purchase price determined
pursuant to Section 2.02(c). The Investor Groups’ rights to
purchase such Eligible Units and each Management Member’s
corresponding obligation to sell such Eligible Units shall terminate on
the 120th day following the date of the Termination Event. Upon receipt
of the written notice described above, each Investor Group desiring to
purchase Units shall within 45 days of receipt of the Company’s
notice provide written notice to the Company, specifying that such
Investor Group is willing to purchase either (i) its pro rata
share of the Eligible Units (based upon the number of Units held by
such Investor Group relative to the total number of Units held by all
of the Investor Groups), (ii) a number of Eligible Units less than such
Investor Group’s pro rata share, or (iii) any and all
Units available to be purchased; provided, that the Investor
Groups shall, as much as reasonably practicable, consult with each
other and coordinate the exercise of rights such that all Eligible
Units are elected to be purchased. Upon receipt of the Investor
Groups’ respective notices, the Company will notify the
Management Member of the Investor Group(s)’ elections and the
Management Member will be obligated to sell (x) to the Investor Groups
making elections described in clauses (i) and (ii) of the preceding
sentence, the number of Eligible Units elected to be purchased by such
Investor Groups and (y) all remaining Eligible Units, if any, to the
Investor Groups making the election described in clause (iii) of the
preceding sentence to such Investor Group(s) on a pro rata basis
(based upon the number of Units held by such Investor Group relative to
the total number of Units held by all of the Investor Groups making
such election), but in no event more that any such Investor Groups
elected to purchase.

(c) In the event of a purchase by
the Company pursuant to Section 2.02(a) and/or the Investor Group(s)
pursuant to Section 2.02(b) (each a ‘‘Units
Buyer’’), the purchase price shall
be:

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

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

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

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(including in respect of a purchase that was
delayed pursuant to clause (ii)), by delivery of a number of shares of
Issuer Common Stock determined by dividing (A) the aggregate purchase
price of the Units being sold by such Management Member by (B) the
Public Share FMV as of the close of trading on the trading day
immediately prior to the delivery thereof to the Management Member.
Notwithstanding anything to the contrary in this Agreement, the Units
Buyer may deduct and withhold from the amounts otherwise payable
pursuant to this Agreement such amounts as necessary to
comply with the Internal Revenue Code of 1986, as amended
(the "Code"), or
any other provision of applicable law, with respect to
the making of such payment.

(e)    Notwithstanding anything to
the contrary elsewhere herein, the Company shall not be obligated to
purchase any Units at any time pursuant to this Section 2.02,
regardless of whether it has delivered a notice of its election to
purchase any such Units, (i) to the extent that (A) the purchase
of such Units (together with any other purchases of Units pursuant to
Sections 2.02 or 2.03 hereof, or pursuant to similar provisions in any
other agreements with other investors of which the Company has at such
time been given or has given notice) or (B) in the event of an election
to purchase such Units with shares of Issuer Common Stock, the issuance
of such shares by the IPO Entity, the purchase of such shares by the
Company or the distribution of such shares to the Management Member
would result (x) in a violation of any law, statute, rule,
regulation, policy, order, writ, injunction, decree or judgment
promulgated or entered by any governmental authority applicable to the
Company or any of its Subsidiaries or any of its or their assets
(including any unavailability of a registration statement or exemption
from registration necessary to allow delivery of shares of Issuer
Common Stock to the Management Member), (y) after giving effect
thereto (including any dividends or other distributions or loans from a
Subsidiary of the Company to the Company in connection therewith), in a
Financing Default or (z) in the Company being required to disgorge any
profit to the IPO Entity pursuant to Section 16(b) of the 1934 Act,
(ii) if immediately prior to such purchase of Units, issuance of
Issuer Common Stock or purchase of shares of Issuer Common Stock, as
the case may be, there exists a Financing Default which prohibits such
issuance or purchase (including any dividends or other distributions or
loans from a Subsidiary of the Company to the Company in connection
therewith), or (iii) if the Company does not have funds
available to effect such purchase of Units or Issuer Common Stock. The
Company shall within 30 days of learning of any such fact so notify the
Management Member that it is not obligated to purchase such Units and
has deferred its right to make such purchase until such violation,
potential liability under the 1933 Act or 1934 Act, Financing Default
or unavailability of funds would not result therefrom or has ceased.
The Company agrees to use commercially reasonable efforts to cure any
such Financing Default that is curable. To the extent that, pursuant to
this Section 2.02(e), the Company is not obligated to pay for a
Management Member's Units in accordance with one of the payment
methods described in the first sentence of Section 2.02(d), the Company
shall, except as otherwise permitted by this Section 2.02(e), be
required to pay for such Units pursuant to an alternate method of
payment described in the first sentence of Section 2.02(d).

(f)    Notwithstanding anything to the contrary contained in this
Section 2.02, any Units which the Company has elected to purchase from
a Management Member, but which in accordance with Section 2.02(e) are
not purchased at the applicable time provided in this Section 2.02,
shall be purchased by the Company on the tenth Business Day after such
date or dates that it is no longer permitted to defer purchasing such
Units under Section 2.02(e), and the Company shall give such Management
Member five Business Days prior notice of any such
purchase.

Section 2.03.    Put Right.    (a) Subject
to the Call Right described in Section 2.02, following a Qualified IPO
and for so long as no Termination Event pursuant to Section
2.02(a)(iii) shall have occurred with respect to a Management Member,
such Management Member shall have the right, but not the obligation, to
sell (the ‘‘Put Right’’)
beginning on the later of (x) the first date immediately following the
expiration of any Company or underwriter
‘‘lock-up’’ period applicable to such
Qualified IPO and (y) the date that is at least six (6) months and one
day after, the Sale Date ( the later of (x) and (y) shall be referred
to as the ‘‘First Put Date’’), and
the Company shall be required to purchase from such Management Member,
a number of such Management Member's Units as determined by such
Management Member, at a price per Unit equal to the Fair Market Value
as 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 in
Section 2.02, a Management Member shall remain entitled to the Put
Right following a Termination Event pursuant to Sections 2.02(a)(i) or
(ii) with respect to such Management Member.

(b)    Each
Management Member who desires to sell any of his or her Units following
the applicable First Put Date shall send written notice to the Company
of his or her intention to sell such Units pursuant to this Section
2.03. Subject to the exercise of any Call Right pursuant to Section
2.02, the closing of the purchase shall take place at the principal
office of the Company on a date specified by the Company no later than
30 days after the giving of such notice.

(c)    At the closing
of a purchase pursuant to a Put Right, the Company will pay to the
Management Member the purchase price for such Units (determined in
accordance with Section 2.03(a)) by delivery of a number of shares of
Issuer Common Stock determined by dividing (A) the aggregate purchase
price of the Units being sold by such Management Member by (B) the
Public Share FMV as of the close of trading on the trading day
immediately 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 time
pursuant to this Section 2.03 (i) to the extent that (A) the
purchase of such Units (together with any other purchases of Units
pursuant to Sections 2.02 or 2.03 hereof, or pursuant to similar
provisions in any other agreements with other investors of which the
Company has at such time been given or has given notice) or (B) the
issuance of shares by the IPO Entity or the purchase of such shares by
the Company would result (x) in a violation of any law, statute,
rule, regulation, policy, order, writ, injunction, decree or judgment
promulgated or entered by any governmental authority applicable to the
Company or any of its Subsidiaries or any of its or their assets
(including any unavailability of a registration statement or exemption
from registration necessary to allow delivery of shares of Issuer
Common Stock to the Management Member(s)), (y) after giving
effect thereto, in a Financing Default or (z) in the Company being
required to disgorge any profit to the IPO Entity pursuant to Section
16(b) of the 1934 Act or (ii) if immediately prior to such
purchase of Units, issuance of Issuer Common Stock or purchase of
shares of Issuer Common Stock, as the case may be, there exists a
Financing Default which prohibits any such issuance or purchase. The
Company agrees to use commercially reasonable efforts to cure any such
Financing Default that is curable. To the extent that the Company is
not obligated to pay for any Units as described in the first sentence
of Section 2.03(c) pursuant to the terms of this Section 2.03(d), the
Company shall promptly notify any Management Member that has delivered
a notice of exercise of a Put Right that it is not obligated to
purchase such Units and has deferred its right to make such purchase
until such violation, potential liability under the 1933 Act or 1934
Act or Financing Default would not result therefrom or has ceased.

(e)    Notwithstanding anything to the contrary contained in this
Section 2.03, any Units which a Management Member has elected to sell
to the Company, but which in accordance with Section 2.03(d) are not
purchased at the applicable time provided in this Section 2.03, shall
be purchased by the Company on the tenth Business Day after such date
or dates that it is no longer permitted to defer purchasing such Units
under Section 2.03(d), and the Company shall give such Management
Member five Business Days prior notice of any such
purchase.

Section 2.04.    Tag-Along Right. If,
at any time prior to a Qualified IPO, one or more Sponsor Members
propose to Transfer, in a single transaction or a series of related
transactions, a number of Units representing at least 30% of the
Sponsor Members’ aggregate Initial Equity Stakes (as defined in
the LLC Agreement) to any Person (other than a Transfer to a Permitted
Transferee (as defined in the LLC Agreement) of any such Sponsor Member
and other than a Transfer in accordance with the Registration Rights
Agreement and other than to another Sponsor Member) (a
‘‘Tag-Along Purchaser’’),
then, unless such transferring Sponsor Member(s) are entitled to give
and do give a Drag-Along Sale Notice (as defined in the LLC Agreement)
and no other Sponsor Member(s) has elected to purchase its pro
rata share of such Units pursuant to Section 2.04(a) of the Sponsor
Agreement, the Company shall first provide written notice to each of
the Management Members, which notice (the
‘‘Tag-Along Notice’’) shall
state: (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-Along
Price’’) 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 60
business days after the termination of the Election Period (defined
below), subject to extension for any required regulatory approvals).
Each of the Management Members that has been provided with the
Tag-Along Notice (each, a ‘‘Tag-Along
Manager’’) shall have the right to sell to such
Tag-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-Along
Manager multiplied by a fraction, the numerator of which is the
aggregate number of Units proposed to be sold by the transferring
Sponsor Member as reflected in the Tag-Along Notice and the denominator
of which is the total number of Units which are held by the
transferring Sponsor Member. If the number of Units elected to be sold
by the Tag-Along Managers and any other individuals identified from
time to time on Exhibit A to the LLC Agreement, the transferring
Sponsor Member and any other Sponsor Members electing to participate in
such sale is greater than the number of Tag-Along Securities specified
in the Tag-Along Notice, the number of Units being sold by each such
seller shall be reduced such that the applicable seller shall be
entitled to (and obligated to) sell only their pro rata share of
Units (based on the aggregate number of Units held by such seller to
the total number of Units held by all of such electing sellers). The
transferring Sponsor Member(s), the Sponsor Members electing to
participate in such sale and the Tag-Along Manager(s) exercising their
rights pursuant to this Section 2.04 shall effect the sale of the
Tag-Along Securities, and such Tag-Along Manager(s) shall sell the
number of Tag-Along Securities required to be sold by such Tag-Along
Manager(s) pursuant to this Section 2.04(a) within 60 business days
after the expiration of the Election Period, subject to extension for
any required regulatory approvals.

(b)    The tag-along rights
provided by this Section 2.04 must be exercised by any Tag-Along
Manager wishing to sell its Units within 10 business days
following the date of delivery of the Tag-Along Notice (the
‘‘Election Period’’), by
delivery of a written notice to the Company indicating such Tag-Along
Manager’s wish to irrevocably exercise its rights and specifying
the number of Units (up to the maximum number of Units owned by such
Tag-Along Manager requested to be purchased by such Tag-Along
Purchaser) it wishes to sell; provided that any Tag-Along
Manager may waive its rights under this Section 2.04 prior to the
expiration of such 10-business day period by giving written notice to
the Company, which will be distributed by the Company to the
transferring Sponsor Member(s). The failure of a Tag-Along Manager to
respond within such 10-business day period shall be deemed to be a
waiver of such Tag-Along Manager’s rights under this Section
2.04.

(c) In connection with any sale pursuant to this
Section 2.04, each Tag-Along Manager shall make to the Tag-Along
Purchaser the same representations, warranties, covenants, indemnities
and agreements as the transferring Sponsor Member(s) makes in
connection with the proposed transfer (except that in the case of
representations, warranties, covenants, indemnities and agreements
pertaining specifically to the transferring Sponsor Member(s), a
Tag-Along Manager shall make the comparable representations,
warranties, covenants, indemnities and agreements); provided
that all representations, warranties and indemnities shall be made by
the transferring Sponsor Member(s) and such Tag-Along Manager severally
and not jointly and that the liability of the transferring Sponsor
Member(s) and such Tag-Along Manager thereunder shall be borne by each
of them on a pro rata basis. The Tag-Along Managers shall
receive the same type and amount of consideration (and rights) per Unit
as is paid or delivered to the transferring Sponsor Member(s) in the
sale pursuant to Section 2.04(a).

(d) No Transfer of any
Unit pursuant to this Section 2.04 shall be effective unless and until
the applicable transferee agrees to be bound by all of the terms and
conditions of the LLC Agreement.

Section 2.05. Fair
Market Value.    Either the Board or the compensation committee
of the Board shall undertake in good faith to determine the Fair Market
Value of the Units no less frequently than annually and on a quarterly
basis if necessary in connection with a Transfer of Units to the
Company pursuant to Section 2.02 or Section 2.03 of this Agreement.
Such determination shall be made in the sole discretion of the Board or
the compensation committee of the Board, as the case may
be.

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ARTICLE
III


Confidentiality; Intellectual Property
Rights


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

(b)    ‘‘Confidential
Information’’ shall not include any information that is
(i) generally known to the industry or the public other than as
a result of the Management Member’s breach of this covenant or
any breach of other confidentiality obligations by third parties;
(ii) made legitimately available to the Management Member by a
third party without breach of any confidentiality obligation; or
(iii) required by law to be disclosed; provided that in
connection with sub-clause (iii), the Management Member shall give
prompt written notice to the Company of such requirement, disclose no
more information than is so required, and cooperate with any attempts
by the Company to obtain a protective order or similar treatment. This
Section 3.01 shall not be construed to preclude the Management Member
from using his/her acquired knowledge, experience and expertise gained
during the term of Services in any subsequent employment, provided that
such use does not include the disclosure or other use in any manner of
Confidential Information.

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

(d)    Upon termination of the Management
Member’s Services with the Company for any reason, the
Management Member shall (i) cease and not thereafter commence
use of any Confidential Information or intellectual property (including
any patent, invention, copyright, trade secret, trademark, trade name,
logo, domain name or other source indicator) owned or used by the
Company, its Subsidiaries or Affiliates; (ii) immediately
destroy, delete, or return to the Company, at the Company’s
option, all originals and copies in any form or medium (including
memoranda, books, papers, plans, computer files, letters and other
data) in the Management Member’s possession or control
(including any of the foregoing stored or located in the Management
Member’s office, home, laptop or other computer, whether or not
such computer is Company property) that contain Confidential
Information or otherwise relate to the business of the Company, its
Affiliates and Subsidiaries, except that the Management Member may
retain only those portions of any personal notes, notebooks and diaries
that do not contain any Confidential Information; and
(iii) notify and fully cooperate with the Company regarding the
delivery or destruction of any other Confidential Information of which
the Management Member is or becomes aware.

(e)    Each
Management Member who has participated or will participate in the
creation or development of any intellectual property in the course of
such individual’s service to the Company or its Subsidiaries
hereby (i) disclaims and agrees to disclaim any rights with respect to
such intellectual property, (ii) agrees that the Company or a
Subsidiary of the Company, as the case may be, is or will be deemed to
be the sole original owner/author of all such intellectual property
and, (iii) if requested 

9









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

ARTICLE
IV


Definitions


Section
4.01.    ‘‘Act’’ shall
mean the Delaware Limited Liability Company Act, Delaware Code, Title
6, Sections 18-101, et seq., as in effect from time to
time.

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

Section
4.03.    ‘‘Applicable
Law’’ means, with respect to any Person, any
statute, law, regulation, ordinance, rule, injunction, order, decree,
governmental approval, directive, requirement, or other governmental
restriction or any similar form of decision of, or determination by, or
any interpretation or administration of any of the foregoing by, any
governmental authority, applicable to such Person or its Subsidiaries
or their respective assets.

Section
4.04.    ‘‘Board’’ shall
mean the board of directors of the Company.

Section
4.05.    ‘‘Business Day’’
shall mean any day on which banks are required to be open to conduct
business in New York City.

Section
4.06.    ‘‘Cause’’, when
used in connection with the termination of Services of a Management
Member, shall have the same meaning ascribed to such term in any
written agreement relating to Services or any severance agreement then
in effect between such Management Member and the Company or one of its
Subsidiaries or, if no such agreement containing a definition of
‘‘Cause’’ is then in effect, shall mean a
termination of Services of the Management Member by the Company or any
Subsidiary thereof due to (i) the commission by the Management Member
of an act of fraud or embezzlement, (ii) the indictment or conviction
of the Management Member for a felony or a crime involving moral
turpitude or a plea by the Management Member of guilty or nolo
contendere involving such a crime, (iii) the gross negligence,
malfeasance or willful misconduct by the Management Member in the
performance of the Management Member’s duties, (iv) the
violation by the Management Member of a written Company policy
regarding employment, including substance abuse, sexual harassment or
discrimination, (v) the willful failure of the Management Member to
render services to the Company or any of its Subsidiaries in accordance
with the Management Member’s Services which failure amounts to a
material neglect of the Management Member’s duties to the
Company or any of its Subsidiaries (other than as a result of mental or
physical incapacity) (vi) the repeated failure of the Management Member
to comply with reasonable directives of the Board or the chief
executive officer of the Company consistent with the Management
Member’s duties or (vii) the material breach by the Management
Member of any of the provisions of any agreement between the Management
Member, on the one hand, and the Company or a Member or an Affiliate of
the Company, on the other hand.

Section
4.07.    ‘‘Change of
Control’’ shall mean the consummation of any
transaction (including any merger or consolidation) the result of which
is that any Person, other than a Sponsor Member or a Permitted
Transferee of a Sponsor Member, becomes the beneficial owner, directly
or indirectly, of (i) more than 50% of the voting securities of
the Company or its successor entity or (ii) all or substantially all of
the assets of the Company or its successor entity.

Section
4.08.    ‘‘Cost’’ shall
mean, with respect to a Management Member’s Units, the price per
unit paid by such Management Member (as proportionately adjusted for
all subsequent distributions of Units and other
recapitalizations).

Section
4.09.    ‘‘Disability’’
shall mean the inability of a Management Member to perform the
essential functions of the Management Member’s job, with or
without reasonable accommodation, by reason of a physical or mental
infirmity, for a continuous period of six months or for an aggregate of


10









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

Section 4.10.    ‘‘Fair Market
Value’’ shall be the fair value of the Units
determined from time to time in good faith by the Board using its
reasonable business judgment. Following the initial public offering of
equity securities of the Company or the IPO Entity, Fair Market Value
will be based on the public trading price of such
securities.

Section 4.11.    ‘‘Financing
Default’’ shall mean an event which would
constitute (or with notice or lapse of time or both would constitute)
an event of default (which event of default has not been cured) under
or would otherwise violate or breach (i) any financing arrangement of
the Company or any of its Subsidiaries in effect as of the time of the
aforementioned event, and any extensions, renewals, refinancings or
refundings thereof in whole or in part; and (ii) any provision
of the Company’s or any of its Subsidiary’s
constitutional documents.

Section
4.12.    ‘‘Investor
Group’’ shall have the meaning set forth in the
LLC Agreement.

Section 4.13.    ‘‘IPO
Entity’’ shall mean the issuer in a Qualified
IPO.

Section 4.14.    ‘‘Issuer Common
Stock’’ shall mean common stock of the same class
as that offered to the public by the IPO Entity in a Qualified IPO or
any securities into which such common stock is exchanged, converted or
reclassified, including pursuant to any merger, reorganization or
reclassification.

Section 4.15.    ‘‘1933
Act’’ shall mean the Securities Act of 1933, as
amended, and the rules and regulations promulgated
thereunder.

Section 4.16.    ‘‘1934
Act’’ shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated
thereunder.

Section 4.17.    ‘‘Management
Members’’ shall have the meaning set forth in the
introductory paragraph of this Agreement.

Section
4.18.    ‘‘Manager Permitted
Transferee’’ shall mean, with respect to any
Management Member, (i) a transferee in a Transfer upon the death of
such Management Member to his/her executors, administrators,
testamentary trustees, legatees or beneficiaries (ii) subject to the
LLC Agreement, only in connection with a Transfer by such Management
Member for estate planning purposes not made within twelve months of
any other such Transfer, a limited partnership, limited liability
company, trust or custodianship, the beneficiaries of which may include
only such Management Member, his/her spouse (or ex-spouse) or his/her
lineal descendants (including adopted), but only if, (x) in the case of
clause (i) and (ii), such Person becomes a party to, and is bound to
the same extent as the transferor by the terms of, this Agreement and
(y) in the case of a Transfer described in clause (ii), the
Compensation Committee of the Board has given its prior, written
approval to such Transfer.

Section
4.19.    ‘‘Member’’ shall
have the meaning set forth in the LLC Agreement.

Section
4.20.    ‘‘Permitted
Transferee’’ shall have the meaning set forth in
the LLC Agreement.

Section
4.21.    ‘‘Person’’ means
an individual, a partnership, a corporation, a limited liability
company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or
any department, agency or political subdivision thereof.

Section
4.22.    ‘‘Public Share
FMV’’, per share of Issuer Common Stock, shall
mean the arithmetic mean of the high and low prices per share as
reported on such date on the composite tape of the principal national
securities exchange on which such shares are listed or admitted to
trading, or, if no composite tape exists for such national securities
exchange on such date, then on the principal national securities
exchange on which such shares are listed or admitted to trading, or, if
the shares are not listed or admitted on a national securities
exchange, the arithmetic mean of the per share 

11









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

Section
4.23.    ‘‘Qualified IPO’’
shall have the meaning set forth in the Registration Rights
Agreement.

Section 4.24.    ‘‘Registration
Rights Agreement’’ shall mean that certain
Registration 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.

Section
4.25.    ‘‘Sale Date’’
shall mean, with respect to any Unit, the date on which such Unit was
first purchased from the Company.

Section
4.26.    ‘‘Services’’
shall mean (i) a Management Member’s employment if the
Management Member is an employee of the Company or any of its
Affiliates, (ii) a Management Member’s services as a consultant,
if the Management Member is a consultant to the Company or any of its
Affiliates and (iii) a Management Member’s services as a
non-employee director, if the Management Member is a non-employee
member of the Board or the board of directors of an Affiliate;
provided however that unless otherwise determined by the Board
or the compensation committee of the Board, a change in a Management
Member's status from employee to non-employee (other than with
respect to a director of the Company or an Affiliate) shall constitute
a termination of employment hereunder.

Section
4.27.    ‘‘Sponsor
Members’’ shall have the meaning set forth in the
LLC Agreement

Section
4.28.    ‘‘Subsidiary’’
shall have the meaning set forth in the LLC Agreement.

Section
4.29.    ‘‘Tag-Along
Manager’’ shall have the meaning set forth in
Section 2.04(a).

Section
4.30.    ‘‘Tag-Along
Notice’’ shall have the meaning set forth in
Section 2.04(a).

Section
4.31.    ‘‘Tag-Along
Price’’ shall have the meaning set forth in
Section 2.04(a).

Section
4.32.    ‘‘Tag-Along
Purchaser’’ shall have the meaning set forth in
Section 2.04(a).

Section
4.33.    ‘‘Tag-Along
Securities’’ shall have the meaning set forth in
Section 2.04(a).

Section
4.34.    ‘‘Termination
Event’’ shall have the meaning set forth in
Section 2.02(a).

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

Section
4.36.    ‘‘Units’’ shall
have the meaning set forth in the recitals of this
Agreement.

Section 4.37.    ‘‘Units
Buyer’’ shall have the meaning set forth in
Section 2.02(c).

ARTICLE
V


MISCELLANEOUS


Section
5.01.    Assignment and Binding Effect.    Neither the
Company nor any Management Member shall assign all or any part of this
Agreement without the prior written consent of the other and the
consent of the Board. This Agreement shall be binding upon and inure to
the benefit of the successors and assigns of the parties pursuant to
this paragraph.

Section 5.02.    Conversion; Restructuring;
Recapitalization; Reorganization.    (a) In connection with a
Qualified IPO, pursuant to Section 4.06 of the LLC Agreement, the Units
may be converted at the discretion of the Board into Reclassified
Securities (as defined in the LLC Agreement) and it is contemplated
that the restrictions contained in this Agreement would in such case be
replicated in one or more management shareholders agreements governing
the Reclassified Securities to which the Management Members would
become parties.

12








(b) The Company may, at the
discretion of the Board and in accordance with applicable U.S. state
and federal law (including the 1933 Act and the 1934 Act and the rules
promulgated thereunder), effect a reorganization, reclassification,
conversion, merger, recapitalization or restructuring (each, a
‘‘Restructuring Event’’) pursuant
to which the Members would become members or shareholders of a new
limited liability company or corporation and cease to be Members of the
Company or receive different securities of the Company. The units,
shares or other equity interests provided to each Management Member
pursuant to such Corporate Restructuring would provide each Management
Member with substantially similar economic and other rights and
privileges as such Management Member had as a Member of the Company
prior to such Restructuring Event and which are consistent with the
rights and preferences attendant to the Units held by the Management
Members immediately prior to such Restructuring Event. It is
contemplated that the Management Members, the company formed by such
Restructuring Event and, in the discretion of the Sponsor Members, the
Sponsor Members, would enter a management members agreement or
management shareholders agreement, as the case may be, in conjunction
with such Restructuring Event, containing provisions substantially
similar to the provisions of this Agreement. The Management Members
hereby agree to enter into any such management members agreement or
management shareholders agreement.

Section 5.03.    Third
Party Beneficiaries.    Each of the Sponsor Members shall be
considered a third party beneficiary of the representations, warranties
and agreements of the Management Members made in this Agreement,
entitled to take any action against any Management Member as if such
Sponsor Member were the Company hereunder.

Section
5.04.    Notices.    Any notice, demand, request, waiver,
or other communication under this Agreement shall be in writing and
shall be deemed to have been given when personally delivered, one day
after deposit with Federal Express or similar overnight courier service
or three days after being mailed by first class mail, return receipt
requested shall be deemed to have been given on the date mailed, and
shall be addressed as follows:

			
		To the
Company: 	Nalco LLC
 345 Park
Avenue
New York, NY 10154
Attention: Chinh Chu
Fax: (212)
583-5722


			
		 	Attention: Joshua J.
Harris
Fax: (212) 515-3288
Attention: Sanjeev Mehra
Fax:
(212) 357-5505


			
		With a copy
to: 	Simpson Thacher & Bartlett LLP
425
Lexington Avenue
New York, NY 10017
Attention: Wilson S.
Neely
Fax: (212) 455-2502


			
		And a copy
to: 	Wachtell, Lipton, Rosen & Katz
51 West
52nd Street
New York, NY 10019
Attention: Daniel A.
Neff
Fax: (212) 403-2000


			
		To Any Management
Investor Member  	At the address set forth in
the written records of the Company.


Section
5.05.    Governing Law.    THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES WHICH WOULD
RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

13








Section
5.06.    Jurisdiction.    The parties hereby irrevocably
and unconditionally consent to submit to the exclusive jurisdiction of
the courts of the State of Delaware for any actions, suits or
proceedings arising out of or relating to this agreement and the
transactions contemplated hereby (and agree not to commence any action,
suit or proceeding relating thereto except in such courts, and further
agree that service of any process, summons, notice or document by U.S.
registered mail to its address set forth above shall be effective
service of process for any action, suit or proceeding brought against
such party in any such court). The parties hereby irrevocably and
unconditionally waive any objection to the laying of venue of any
action, suit or proceeding arising out of this Agreement or the
transactions contemplated hereby in the courts of the State of
Delaware, and hereby further irrevocably and unconditionally waive and
agree 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 an
inconvenient forum.

Section 5.07.    Management
Member’s Services.    Nothing contained in this Agreement
shall be deemed to obligate the Company or any Subsidiary to employ or
retain any Management Member in any capacity whatsoever or to prohibit
or restrict the Company (or any Subsidiary) from terminating the
Services of the Management Member at any time or for any reason
whatsoever, with or without Cause.

Section 5.08.    Entire
Agreement.    This Agreement, the LLC Agreement and the
Registration Rights Agreement set forth the entire understanding and
agreement of the parties hereto and supersede any and all other
understandings, term sheets, negotiations or agreements between the
parties hereto relating to the subject matter of this Agreement, the
LLC Agreement and the Registration Rights Agreement.

Section
5.09.    Counterparts.    This Agreement may be executed
in counterparts, each of which shall be deemed an original, and all of
which together shall constitute a single agreement.

Section
5.10.    Severability.    In the event that any one or
more of the provisions contained in this Agreement shall for any reason
be held to be invalid, illegal or unenforceable, the same shall not
affect any other provision of this Agreement, but this Agreement shall
be construed in a manner which, as nearly as possible, reflects the
original intent of the parties.

Section
5.11.    Interpretation.    Words used in the singular
form in this Agreement shall be deemed to import the plural, and vice
versa, as the sense may require. The table of contents and headings
contained in this Agreement are for reference purposes only and shall
not 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.’’

Section
5.12.    Amendment.    Any amendment to this Agreement
shall only be effective if evidenced by a written instrument signed by
the Company; provided, that any such amendment that is
materially adverse to the economic interests of a Management Member
shall only be effective if such Management Member consents thereto in
writing.

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

Section
5.14.    Further Assurances.    Subject to the terms and
conditions of this Agreement, each of the parties hereto will use its
reasonable efforts to take, or cause to be taken, all actions, and to
do, or cause to be done, all things necessary, proper or advisable
under applicable laws and regulations, to consummate and make effective
the provisions of this Agreement.

Section
5.15.    Sections, Exhibits, Schedules.    References to a
section are, unless otherwise specified, to one of the sections of this
Agreement and references to an ‘‘Exhibit’’
or ‘‘Schedule’’ are, unless otherwise
specified, to one of the exhibits or schedules attached to this
Agreement.

14








Section 5.16.    Specific
Enforcement.    The Management Members and the Company
acknowledge and agree that irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction
or injunctions to prevent breaches of the provisions of this Agreement
and to enforce specifically the terms and provisions hereof, this being
in addition to any other remedy to which they may be entitled at law or
in equity.

Section 5.17.    Successors.    Manager
Permitted Transferees are entitled to all of the rights and subject to
all of the obligations of the transferor hereunder from whom they
received their Interests regardless of whether the Agreement elsewhere
so expressly provides.

15








IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth above.

NALCO
LLC

		
	By: 	/s/ Stephen N.
Landsman

Name: Stephen N. Landsman


MANAGEMENT
MEMBER

		
	By: 	/s/ John L.
Gigerich

 Print: John L.
Gigerich


[Signature Page —
Management Members Agreement]

16








Schedule
A

Management Members

The
Management Members will be those who accept the pending offer to
participate in the Units Plan.

17








EXHIBIT
A

Contingent Bonus

	
		
	






							
	Issuer:		A
Subsidiary of the Company
	Bonus:		Bonus of up
to the maximum amount specified in the Management Member's
subscription agreement with the Company, subject to the contingencies
set forth below
	Contingency:		Bonus will be
paid to a Management Member following a Qualified IPO of a subsidiary
of the Company (if a Qualified IPO occurs prior to June
1,  2005) if he or she is i) an employee of the Company or one of
its subsidiaries on January  1,  2007 and ii) required to
pay current income tax on compensation with respect to Class A Units
prior to January  1,  2007 attributable to a final
"determination" (as defined in Section
1313(a)(i) of the Code) of a valuation of such Units in excess of the
valuation prepared by the Company's third party valuation firm;
the bonus shall be an amount equal to the current income tax
attributable to the "determination", subject
to the maximum amount set forth
above.
	Eligibility:		A Management Member will
only be eligible for the bonus if for all tax reporting purposes the
Management Member uses the Units valuation prepared by the
Company’s third party valuation firm in connection with the
issuance of the Units
	






18