AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
 
                                       OF
 
                              NALCO HOLDING COMPANY
 
         Nalco Holding Company (the "Corporation"), a corporation organized and
existing under the laws of the State of Delaware, hereby certifies as follows:
 
         A. The name of the Corporation is Nalco Holding Company. The
Corporation was originally formed as a Delaware limited liability company under
the name "Nalco Investment Holdings II LLC" through the filing of a Certificate
of Formation with the Secretary of State of the State of Delaware on June 1,
2004. On June 17, 2004, the Corporation was converted into a Delaware
corporation under the name "Nalco Investment Holdings II Corp.", through the
filing of a Certificate of Conversion and a Certificate of Incorporation (the
"Original Certificate of Incorporation") with the Secretary of State of the
State of Delaware, pursuant to Section 18-216 of the Delaware Limited Liability
Company Act and Section 265 of the Delaware General Corporation Law (the
"DGCL"). On August 25, 2004 the Original Certificate of Incorporation of the
Corporation was amended through the filing of a Certificate of Amendment with
the Secretary of State of the State of Delaware to change the name of the
Corporation to "Nalco Holding Company".
 
         B. This Amended and Restated Certificate of Incorporation, which amends
and restates the Original Certificate of Incorporation in its entirety, was duly
adopted in accordance with Sections 242 and 245 of the DGCL.
 
         C. The Amended and Restated Certificate of Incorporation of the
Corporation shall read in its entirety as follows:
 
 
                                   ARTICLE I
 
         SECTION 1.1. Name. The name of the Corporation is Nalco Holding
Company.
 
 
                                   ARTICLE II
 
         SECTION 2.1. Address. The registered office and registered agent of the
Corporation is The Corporation Trust Company, 1209 Orange Street, Wilmington,
New Castle County, Delaware 19801.
 
 
                                  ARTICLE III
 
         SECTION 3.1. Purpose. The purpose of the Corporation is to engage in
any lawful act or activity for which corporations may be organized under the
DGCL.
 
 
                                   ARTICLE IV
 
         SECTION 4.1. Capitalization. The total number of shares of stock that
the Corporation is authorized to issue is 600,000,000 shares, consisting of (i)
500,000,000 shares of
 
 
                                                                               2
 
Common Stock, par value $.01 per share ("Common Stock") and (ii) 100,000,000
shares of Preferred Stock, par value $.01 per share ("Preferred Stock"). The
number of authorized shares of any of the Common Stock or the Preferred Stock
may be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority in voting
power of the stock of the Corporation entitled to vote thereon irrespective of
the provisions of Section 242(b)(2) of the DGCL (or any successor provision
thereto), and no vote of the holders of any of the Common Stock or the Preferred
Stock voting separately as a class shall be required therefor.
 
         SECTION 4.2. Preferred Stock. The Board of Directors is hereby
expressly authorized, by resolution or resolutions, to provide, out of the
unissued shares of Preferred Stock, for series of Preferred Stock and, with
respect to each such series, to fix the number of shares constituting such
series and the designation of such series, the voting powers (if any) of the
shares of such series, and the preferences and relative, participating, optional
or other special rights, if any, and any qualifications, limitations or
restrictions thereof, of the shares of such series. The powers, preferences and
relative, participating, optional and other special rights of each series of
Preferred Stock, and the qualifications, limitations or restrictions thereof, if
any, may differ from those of any and all other series at any time outstanding.
 
         SECTION 4.3. Common Stock. (a) Dividends. Subject to the preferential
rights, if any, of the holders of Preferred Stock, the holders of Common Stock
shall be entitled to receive, when, as and if declared by the Board of
Directors, out of the assets of the Corporation which are by law available
therefor, dividends payable either in cash, in property or in shares of capital
stock.
 
         (b) Voting Rights. At every annual or special meeting of stockholders
of the Corporation, every share of Common Stock shall entitle the holder thereof
to one vote, in person or by proxy, for each share of Common Stock standing in
his or her name on the books of the Corporation.
 
         (c) Liquidation, Dissolution or Winding Up. In the event of any
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation (a "Liquidation"), after payment or provision for payment of
the debts and other liabilities of the Corporation and of the preferential
amounts, if any, to which the holders of Preferred Stock shall be entitled, the
holders of all outstanding shares of Common Stock shall be entitled to receive
the remaining assets of the Corporation available for distribution to holders of
Common Stock ratably in proportion to the number of shares held by each such
stockholder.
 
 
                                   ARTICLE V
 
         SECTION 5.1. By-laws. In furtherance and not in limitation of the
powers conferred by the DGCL, the Board of Directors is expressly authorized to
make, amend, alter and repeal the By-laws of the Corporation without the assent
or vote of the stockholders, in any manner not inconsistent with the laws of the
State of Delaware or this Amended and Restated Certificate of Incorporation of
the Corporation. Notwithstanding anything to the contrary contained in this
Amended and Restated Certificate of Incorporation, the affirmative vote of the
holders of at least 80 percent in voting power of all the shares of the
Corporation entitled to vote
 
 
                                                                               3
 
generally in the election of directors, voting together as a single class, shall
be required in order for the stockholders of the Corporation to alter, amend or
repeal Sections 1.3, 1.7, 2.1, 2.2 or 7.1 of the By-laws or to adopt any
provision inconsistent therewith or with Article V, Article VII, Article VIII or
Article X of this Amended and Restated Certificate of Incorporation.
 
 
                                   ARTICLE VI
 
         The books and records of the Corporation may be kept (subject to any
mandatory requirement of law) outside the State of Delaware at such place or
places as may be designated from time to time by the Board of Directors or by
the By-laws of the Corporation.
 
 
                                  ARTICLE VII
 
         SECTION 7.1. Board of Directors: Composition. The business and affairs
of the Corporation shall be managed by or under the direction of a Board of
Directors consisting of not less than three directors or more than fifteen
directors, the exact number of directors to be determined from time to time by
resolution adopted by affirmative vote of a majority of the Board of Directors.
The directors shall be divided into three classes designated Class I, Class II
and Class III. Each class shall consist, as nearly as possible, of one-third of
the total number of directors constituting the entire Board of Directors. Class
I directors shall be originally elected for a term expiring at the succeeding
annual meeting of stockholders, Class II directors shall be originally elected
for a term expiring at the second succeeding annual meeting of stockholders, and
Class III directors shall be originally elected for a term expiring at the third
succeeding annual meeting of stockholders. At each succeeding annual meeting of
stockholders following 2005, successors to the class of directors whose term
expires at that annual meeting shall be elected for a term expiring at the third
succeeding annual meeting of stockholders. If the number of directors is
changed, any increase or decrease shall be apportioned among the classes so as
to maintain the number of directors in each class as nearly equal as possible,
and any additional director of any class elected to fill a newly created
directorship resulting from an increase in such class shall hold office for a
term that shall coincide with the remaining term of that class, but in no case
shall a decrease in the number of directors remove or shorten the term of any
incumbent director. A director shall hold office until the annual meeting for
the year in which his term expires and until his successor shall be elected and
shall qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office.
 
         SECTION 7.2. Board of Directors: Vacancies. Any newly created
directorship on the Board of Directors that results from an increase in the
number of directors and any vacancy occurring in the Board of Directors shall be
filled only by a majority of the directors then in office, although less than a
quorum, or by a sole remaining director, except to the extent otherwise provided
by the Stockholders Agreement dated as of November 16, 2004, as amended from
time to time, among the Corporation, Nalco LLC and certain of its members (the
"Stockholders Agreement"), in which case the terms of the Stockholders Agreement
shall govern the filling of such newly created director position or vacancy. If
any applicable provision of the DGCL expressly confers power on stockholders to
fill such a directorship at a special meeting of stockholders, such a
directorship may be filled at such meeting only by the affirmative vote of at
least 80 percent of the voting power of all shares of the Corporation entitled
to vote generally in the election of directors voting as a single class. Any
director elected to fill a vacancy not
 
 
                                                                               4
 
resulting from an increase in the number of directors shall have the same
remaining term as that of his or her predecessor.
 
         SECTION 7.3. Removal of Directors. Unless otherwise provided by the
Stockholders' Agreement, directors may be removed only for cause, and only by
the affirmative vote of at least 80 percent in voting power of all shares of the
Corporation entitled to vote generally in the election of directors, voting as a
single class.
 
         SECTION 7.4. Voting Rights of Preferred Stock. Notwithstanding the
foregoing, whenever the holders of any one or more series of Preferred Stock
issued by the Corporation shall have the right, voting separately as a series or
separately as a class with one or more such other series, to elect directors at
an annual or special meeting of stockholders, the election, term of office,
removal, filling of vacancies and other features of such directorships shall be
governed by the terms of this Amended and Restated Certificate of Incorporation
(including any certificate of designations relating to any series of Preferred
Stock) applicable thereto, and such directors so elected shall not be divided
into classes pursuant to this Article unless expressly provided by such terms.
 
 
                                  ARTICLE VIII
 
         SECTION 8.1. Meetings of Stockholders. Any action required or permitted
to be taken by the holders of the Common Stock of the Corporation must be
effected at a duly called annual or special meeting of such holders and may not
be effected by any consent in writing by such holders. Except as otherwise
required by law and subject to the rights of the holders of any series of
Preferred Stock, special meetings of the stockholders of the Corporation may be
called only by the Chairman of the Board of Directors or the Board of Directors
pursuant to a resolution approved by the Board of Directors, and special
meetings may not be called by any other person or persons. Business transacted
at any special meeting of stockholders shall be limited to the purposes stated
in the notice.
 
 
                                   ARTICLE IX
 
         SECTION 9.1. Limited Liability of Directors. A director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for any liability imposed by law (as in effect from time to time) (i) for
any breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for any act or omission not in good faith or which involved
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL or (iv) for any transaction from which the director derived an improper
personal benefit.
 
         If the DGCL hereafter is amended to further eliminate or limit the
liability of directors, then the liability of a director of the Corporation, in
addition to the limitation on personal liability provided herein, shall be
limited to the fullest extent permitted by the amended DGCL. Any repeal or
modification of the foregoing provisions of this Article IX shall not adversely
affect any right or protection of any director, officer, employee or agent of
the Corporation existing at the time of such repeal or modification.
 
 
                                                                               5
 
 
                                   ARTICLE X
 
         SECTION 10.1. Indemnification of Directors, Officers, Employees or
Agents. Each person who was or is made a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative in nature, including any appeal, by
reason of the fact that such person (or a person of whom such person is the
legal representative) is or was a director, officer, employee or agent of the
Corporation or, while a director, officer, employee or agent of the Corporation,
is or was serving at the request of the Corporation as a director, officer,
trustee, partner, member, employee, other fiduciary or agent of another
corporation or of a partnership, joint venture, limited liability company, trust
or other enterprise, including service with respect to employee benefit plans or
public service or charitable organizations, whether the basis of such claim or
proceeding is alleged actions or omissions in any such capacity or in any other
capacity while serving as a director, officer, trustee, partner, member,
employee, other fiduciary or agent thereof, may be indemnified and held harmless
by the Corporation to the fullest extent permitted by the DGCL, against all
expense and liability (including without limitation, attorneys' fees and
disbursements, court costs, damages, fines, amounts paid or to be paid in
settlement, and excise taxes or penalties) reasonably incurred or suffered by
such person in connection therewith and such indemnification may continue as to
a person who has ceased to be a director, officer, employee or agent of the
Corporation and may inure to the benefit of such person's heirs, executors and
administrators. The Corporation, by provisions in its By-laws or by agreement,
may accord to any current or former director, officer, employee or agent of the
Corporation the right to, or regulate the manner of providing to any current or
former director, officer, employee or agent of the Corporation, indemnification
to the fullest extent permitted by the DGCL.
 
         SECTION 10.2. Advance of Expenses. The Corporation to the fullest
extent permitted by the DGCL may advance to any person who is or was a director,
officer, employee or agent of the Corporation (or to the legal representative
thereof) any and all expenses (including, without limitation, attorneys fees and
disbursements and court costs) reasonably incurred by such person in respect of
any proceeding to which such person (or a person of whom such person is a legal
representative) is made a party or threatened to be made a party by reason of
the fact that such person is or was a director, officer, employee or agent of
the Corporation or, while a director, officer, employee or agent of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, trustee, partner, member, employee, other fiduciary or agent of another
corporation or a partnership, joint venture, limited liability company, trust or
other enterprise, including service with respect to employee benefit plans or
public service or charitable organizations; provided, however, that, to the
extent the DGCL requires, the payment of such expenses in advance of the final
disposition of the proceeding shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such person, to repay all
amounts so advanced if it shall ultimately be determined that such person is not
entitled to be indemnified against such expense under this Article X or
otherwise. The Corporation by provisions in its By-laws or by agreement may
accord any such person the right to, or regulate the manner of providing to any
such person, such advancement of expenses to the fullest extent permitted by the
DGCL.
 
         SECTION 10.3. Non-Exclusivity of Rights. Any right to indemnification
and advancement of expenses conferred as permitted by this Article X shall not
be deemed exclusive
 
 
                                                                               6
 
of any other right which any person may have or hereafter acquire under any
statute (including the DGCL), any other provision of this Amended and Restated
Certificate of Incorporation of the Corporation, any agreement, any vote of
stockholders or the Board of Directors or otherwise.
 
 
                                   ARTICLE XI
 
         SECTION 11.1. Amendment. Notwithstanding anything to the contrary
contained in this Amended and Restated Certificate of Incorporation, the
affirmative vote of the holders of at least 80 percent in voting power of all
the shares of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required to alter, amend
or repeal Article V, Article VII, Article VIII, Article IX or this Article XI or
to adopt any provision inconsistent therewith.
 
 
                                  ARTICLE XII
 
         SECTION 12.1. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or of another corporation or a partnership, joint venture, limited
liability company, trust or other enterprise against any expense, liability or
loss, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the DGCL.
 
 
                                  ARTICLE XIII
 
         SECTION 13.1. Severability. If any provision or provisions of this
Amended and Restated Certificate of Incorporation shall be held to be invalid,
illegal or unenforceable as applied to any circumstance for any reason
whatsoever: (i) the validity, legality and enforceability of such provisions in
any other circumstance and of the remaining provisions of this Amended and
Restated Certificate of Incorporation (including, without limitation, each
portion of any paragraph of this Amended and Restated Certificate of
Incorporation containing any such provision held to be invalid, illegal or
unenforceable that is not itself held to be invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby and (ii) to the fullest
extent possible, the provisions of this Amended and Restated Certificate of
Incorporation (including, without limitation, each such portion of any paragraph
of this Amended and Restated Certificate of Incorporation containing any such
provision held to be invalid, illegal or unenforceable) shall be construed so as
to permit the Corporation to protect its directors, officers, employees and
agents from personal liability in respect of their good faith service to or for
the benefit of the Corporation to the fullest extent permitted by law.
 
 
                                  ARTICLE XIV
 
         SECTION 14.1. Effectiveness. This Amended and Restated Certificate of
Incorporation shall be effective as of 9:00 a.m. Eastern Standard Time on
November 16, 2004.
 
                                      * * *
 
 
 
         IN WITNESS WHEREOF, the undersigned has caused this Amended and
Restated Certificate of Incorporation to be signed by Stephen N. Landsman,
Senior Vice President, General Counsel and Secretary of the Corporation on
November 15, 2004.
 
                                         NALCO HOLDING COMPANY
 
 
 
                                         By: /s/ Stephen N. Landsman
                                             -----------------------------------
                                         Name:  Stephen N. Landsman
                                         Title: Senior Vice President, General
                                                Counsel and Secretary