LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                           NALCO FINANCE HOLDINGS LLC














THE LIMITED LIABILITY COMPANY INTERESTS ("INTERESTS") EVIDENCED BY THIS
AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN
JURISDICTION. SUCH INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT IN COMPLIANCE WITH THE
SECURITIES ACT AND THE APPLICABLE STATE OR FOREIGN SECURITIES LAWS, PURSUANT TO
REGISTRATION THEREUNDER OR EXEMPTION THEREFROM. IN ADDITION, TRANSFER OR OTHER
DISPOSITION OF SUCH INTERESTS IS FURTHER RESTRICTED AS PROVIDED IN THIS
AGREEMENT. PURCHASERS OF INTERESTS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.



         This LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") dated as of
January 14, 2004, for the purpose of providing for the organization and
management of Nalco Finance Holdings LLC (the "Company"), a Delaware limited
liability company, pursuant to the provisions of the Delaware Limited Liability
Company Act, 6 Del. C. ss.ss. 18-101 et seq. (the "Delaware Act"), is entered
into by Nalco Investment Holdings LLC, a Delaware limited liability company
("NIH"), and Nalco Finance Holdings II Inc. ("NFH2", together with NIH (so long
as such entities continue to hold Interests), and including any transferee in
accordance with Section 4.01, the "Members").



                                    RECITALS

         WHEREAS, the Company was formed on January 14, 2004, as a limited
liability company pursuant to the Delaware Act, by filing a Certificate of
Formation of the Company (as it may be amended or modified from time to time,
the "Certificate") with the office of the Secretary of State of the State of
Delaware.

         NOW, THEREFORE, the party to this Agreement hereby agrees as follows:


                                   ARTICLE I
                                  Organization

         Section 1.01. Certificate. The Certificate has been executed and filed
on behalf of the Company by Jeffrey M. Goldfarb, who was designated as an
"authorized person" within the meaning of the Delaware Act, in the Office of the
Secretary of State of the State of Delaware. Upon the filing of the Certificate
the Secretary of State of the State of Delaware, his powers as an "authorized
person" ceased. The rights and obligations of the Members shall be determined
pursuant to the Delaware Act and this Agreement.

         Section 1.02. Name. In accordance with, and subject to the provision of
this Agreement, the name of the Company shall be "Nalco Finance Holdings LLC"
and the Company may conduct business under that name or any other name hereafter
approved by the Board. Each Officer is considered an authorized person within
the meaning of the Delaware Act who may execute, deliver, and file any amendment
and/or restatement of the Certificate as necessary to change the name of the
Company consistent with the provisions of this Section 1.02.

         Section 1.03. Term. The term of the Company commenced as of the date of
the filing of the Certificate. The term of the Company shall continue until the
Company is dissolved in accordance with the provisions of Article VI hereof. The
existence of the Company as a separate legal entity shall continue until the
cancellation of the Certificate as provided in the Delaware Act.

         Section 1.04. Office and Agent. The principal place of business of the
Company shall be such place or places as the Board may determine from time to
time. The registered agent and office in the State of Delaware shall be The
Corporation Trust Company or as hereafter determined by the Board in accordance
with the Delaware Act.



         Section 1.05. Qualification in Other Jurisdictions. The Officers shall
cause the Company to be qualified or registered under foreign entity or assumed
or fictitious name statutes or similar laws in any jurisdiction in which the
Company owns property or transacts business to the extent such qualification or
registration is necessary or advisable in order to protect the limited liability
of the Members or to permit the Company lawfully to own property or transact
business. In connection with the foregoing, any Officer, acting alone, shall
execute, deliver and file any certificates (and any amendments and/or
restatements thereof) necessary for the Company to qualify to do business in a
jurisdiction in which the Company may wish to conduct business.


                                   ARTICLE II
                              Capital Contributions

         Section 2.01. Capital Contributions. The Members shall make initial
Capital Contributions to the Company, in the amount listed on Schedule A.
Subsequent Capital Contributions by the Members shall be listed on Schedule A
hereto. In exchange for each Capital Contribution the Members shall receive the
number of Interests set forth opposite such Member's name and the amount of such
Capital Contribution on Schedule A. The Company may in its discretion issue

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