0000950136-07-001354 Sample Contracts

MANAGEMENT MEMBERS AGREEMENT CONCERNING NALCO LLC DATED AS OF JUNE 11, 2004.
Management Members Agreement • March 5th, 2007 • Nalco Finance Holdings LLC • Miscellaneous chemical products • Delaware

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”).

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AMENDMENT TO MANAGEMENT MEMBERS AGREEMENT CONCERNING NALCO LLC June 30, 2006
Management Members Agreement • March 5th, 2007 • Nalco Finance Holdings LLC • Miscellaneous chemical products

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

DEATH BENEFIT AGREEMENT Gregory N. Nelson
Death Benefit Agreement • March 5th, 2007 • Nalco Finance Holdings LLC • Miscellaneous chemical products • Illinois

THIS AGREEMENT, effective January 17, 2005, between Nalco Company (hereinafter “Nalco”), a corporation organized and existing under the laws of Delaware, and Gregory N. Nelson name (hereinafter “Executive”).

NALCO HOLDING COMPANY FORM OF NONQUALIFIED STOCK OPTION AGREEMENT
2004 Stock Incentive Plan • March 5th, 2007 • Nalco Finance Holdings LLC • Miscellaneous chemical products • New York

THIS AGREEMENT, is made effective as of May 6, 2005 (the “Date of Grant”), between Nalco Holding Company (the “Company”) and Gregory N. Nelson (the “Participant”).

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