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AMENDMENT TO MANAGEMENT MEMBERS AGREEMENT

LLC Membership Agreement

AMENDMENT TO MANAGEMENT MEMBERS AGREEMENT 

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This LLC Membership Agreement involves

NALCO HOLDINGS LLC | NALCO LLC | Mark W. Irwin

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Title: AMENDMENT TO MANAGEMENT MEMBERS AGREEMENT
Date: 3/5/2007

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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)

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