MANAGEMENT MEMBERS AGREEMENT

                                                                  EXHIBIT 10.63

                          MANAGEMENT MEMBERS AGREEMENT

                                   CONCERNING

                                    NALCO LLC

                           DATED AS OF JUNE 11, 2004.

            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 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;

      (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 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 (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 s