Exhibit 10.56

NALCO HOLDING COMPANY2004 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

2006 Grant

THISAGREEMENT, is made effective as of February 15, 2006 (the"**Grant Date**"), between NalcoHolding Company (the"**Company**") and Richard B.Marchese (the"**Participant**").

R E C I T A L S:

WHEREAS, the Company has adopted the Plan (as defined below), theterms of which are hereby incorporated by reference and made a part ofthis Agreement; and

WHEREAS, the Board of Directors of theCompany (the "Board") has determined that theParticipant be granted the Restricted Stock Units provided for hereinpursuant to the Plan and the terms set forth herein.

NOW,THEREFORE, in consideration of the mutual covenants hereinafter setforth, the parties agree as follows:

1.    Definitions.  Whenever the following terms areused in this Agreement, they shall have the meanings set forth below.Capitalized terms not otherwise defined herein shall have the samemeanings as in the Plan.

(a)     "**Plan**" means the NalcoHolding Company 2004 Stock Incentive Plan, as the same may be amended,supplemented or modified from time to time.

(b)    "**Restricted Stock Unit**"means the unfunded, unsecured right of the Participant to receive ashare of the Company's common stock, par value $0.01 per share(the "**Shares**").

2.    Grant of Restricted Stock Units.  The Companyhereby grants to the Participant, subject to the terms and conditionsof this Agreement and the Plan, 3,670 Restricted Stock Units. TheParticipant shall not possess any incidents of ownership (including,without limitation, dividend and voting rights) in Shares in respect ofthe Restricted Stock Units until such Restricted Stock Units have beendistributed to the Participant in the form of Shares.

3.    Delivery of Shares Underlying the Restricted StockUnits.

(a)     In General.  Subject toSections 3(b), 3(c) and 3(d), (i) the Company shall issue or causethere to be transferred to the Participant on January 1, 2008, a numberof Shares equal to the aggregate number of Restricted Stock Unitsgranted to the Participant under this Agreement.

(b)    Change of Control.  Notwithstanding theforegoing, upon a Change of Control, the Company shall issue or causethere to be transferred, to the extent not previously cancelled orforfeited, to the Participant a number of Shares equal to the aggregatenumber of Restricted Stock Units granted to the Participant under thisAgreement.

(c)     Cancellation of Restricted StockUnits.  Upon the issuance or transfer of Shares inaccordance with this Section 3, a number of Restricted Stock Unitsequal to the number of Shares issued or transferred to the Participantshall be cancelled.

(d)     Termination of Service on theBoard of Directors.  If the Participant ceases to be amember of the Board of Directors of the Company for any reason, theRestricted Stock Units shall be immediately canceled by the Companywithout any payment or other consideration.

(e)    Registration or Qualification.  Notwithstandingany other provision of the Plan or this Agreement to the contrary,absent an available exemption to registration or qualification, aRestricted Stock Unit may not be delivered prior to the completion ofany registration or qualification of the 

1

----

Restricted Stock Units or the Shares to whichthey relate under applicable state and federal securities or otherlaws, or under any ruling or regulation of any governmental body ornational securities exchange that the Board or the Company'sCompensation Committee ("Committee") shall inits sole reasonable discretion determine to be necessary oradvisable.

(f)     Certificates.  As soon aspracticable following the delivery date of the Shares subject to theRestricted Stock Units, the Company shall issue certificates in theParticipant's name for such Shares. However, the Company shallnot be liable to the Participant for damages relating to any delays inissuing the certificates to the Participant, any loss by theParticipant of the certificates, or any mistakes or errors in theissuance of the certificates or in the certificates themselves

4.     Legend on Certificates.  The certificatesrepresenting the Shares issued to the Participant upon the vesting ofthe Restricted Stock Units shall be subject to such stop transferorders and other restrictions as the Committee may deem reasonablyadvisable under the Plan or the rules, regulations, and otherrequirements of the Securities and Exchange Commission, any stockexchange upon which such Shares are listed, any applicable federal orstate laws or the Company's Certificate of Incorporation andBylaws, and the Committee may cause a legend or legends to be put onany such certificates to make appropriate reference to suchrestrictions.

5.     Transferability.  Unlessotherwise determined by the Committee, a Restricted Stock Unit may notbe assigned, alienated, pledged, attached, sold or otherwisetransferred or encumbered by the Participant otherwise than by will orby the laws of descent and distribution, and any such purportedassignment, alienation, pledge, attachment, sale, transfer orencumbrance shall be void and unenforceable against the Company or anyAffiliate; provided that the designation of a beneficiary shall notconstitute an assignment, alienation, pledge, attachment, sale,transfer or encumbrance.

6.     Withholding. The Company or its Affiliate shall have the right to withhold from anypayment due or transfer made with respect to the Restricted Stock Unit,any applicable withholding taxes in respect of the Restricted StockUnit or any payment or transfer with respect to the Restricted StockUnit or under the Plan and to take such action as may be necessary inthe option of the Company to satisfy all obligations for the payment ofsuch taxes.

7.     Securities Laws.  Upon theacquisition of any Shares pursuant to the vesting of the RestrictedStock Units, the Participant will make or enter into such writtenrepresentations, warranties and agreements as the Committee mayreasonably request in order to comply with applicable securities lawsor with this Agreement.

8.     Notices.  Anynotice under this Agreement shall be addressed to the Company in careof its General Counsel at the principal executive office of the Companyand to the Participant at the address appearing in the personnelrecords of the Company for the Participant or to either party at suchother address as either party hereto may hereafter designate in writingto the other. Any such notice shall be deemed effective upon receiptthereof by the addressee.

9.     GoverningLaw.  This Agreement shall be governed by and construed inaccordance with the laws of the State of New York, without regard toconflicts of laws.

10.    Restricted Stock Units Subjectto the Plan. By entering into this Agreement the Participantagrees and acknowledges that the Participant has received and read acopy of the Plan. The Restricted Stock Units and the Shares receivedupon vesting are subject to the Plan. The terms and provisions of thePlan as it may be amended from time to time are hereby incorporated byreference. In the event of a conflict between any term or provisioncontained herein and a term or provision of the Plan, the applicableterms and provisions of the Plan will govern and prevail

11.   Counterparts.  This Agreement may be executed inany number of counterparts, each of which when so executed shall bedeemed to be an original and all of which taken together shallconstitute one and the same agreement. Any counterpart or othersignature hereupon delivered by facsimile shall be deemed for allpurposes as constituting good and valid execution and delivery of thisAgreement by such party.

2

----

IN WITNESS WHEREOF, this Agreement has beenexecuted and delivered by the parties hereto.

|  | NALCOHOLDING COMPANY |
|--|----------------------|

|  | By: /s/ Stephen N.Landsman Its Vice President, General Counsel &Corporate Secretary |
|--|-----------------------------------------------------------------------------------------|

|  | /s/ Richard B.Marchese Participant |
|--|------------------------------------|

3

----