Exhibit10.54

NALCO HOLDING COMPANY2004 STOCK INCENTIVEPLAN

RESTRICTED STOCK UNIT AGREEMENT

2006Grant

THIS AGREEMENT, is made effective as of February15,  2006 (the ‘‘**GrantDate**’’), between Nalco Holding Company (the"**Company**"), SanjeevMehra (the"**Participant**") and TheGoldman Sachs Group, Inc. (the"**Holder**").

R E C I T A L S:

WHEREAS,the Company has adopted the Plan (as defined below), the terms of whichare hereby incorporated by reference and made a part of thisAgreement;

WHEREAS, the Board of Directors of the Company (the‘‘Board’’) had notified the Participantthat the Participant was entitled to be granted the Restricted StockUnits provided for herein pursuant to the Plan and the terms set forthherein;

WHEREAS, the Participant had thereafter requested thatthe Board grant the Restricted Stock Units to the Holder in lieu of theParticipant; and

WHEREAS, the Company and the Committee (asdefined below) have each approved of the granting the Restricted StockUnits to the Holder in lieu of the Participant.

NOW, THEREFORE,in consideration of the mutual covenants hereinafter set forth, theparties agree as follows:

1. Definitions.Whenever the following terms are used in this Agreement, they shallhave the meanings set forth below. Capitalized terms not otherwisedefined herein shall have the same meanings as in the Plan.

(a)**‘‘****Plan****’’**means the Nalco Holding Company 2004 Stock Incentive Plan, as the samemay be amended, supplemented or modified from time to time.

(b)**‘‘****Restricted StockUnit****’’** means the unfunded, unsecuredright of the Participant to receive a share of the Company’scommon stock, par value $0.01 per share (the‘‘**Shares**’’).

2. Grantof Restricted Stock Units. The Company hereby grants to theHolder, subject to the terms and conditions of this Agreement and thePlan, 3,670 Restricted Stock Units. The Holder shall not possess anyincidents of ownership (including, without limitation, dividend andvoting rights) in Shares in respect of the Restricted Stock Units untilsuch Restricted Stock Units have been distributed to the Holder in theform of Shares.

3.    Delivery of Shares Underlying theRestricted Stock Units.

(a) In General. Subject toSections 3(b), 3(c) and 3(d), the Company shall issue or cause there tobe transferred to the Holder on January  1,  2007, a numberof Shares equal to the aggregate number of Restricted Stock Unitsgranted to the Holder under this Agreement.

(b) Change ofControl. Notwithstanding the foregoing, upon a Change of Control,the Company shall issue or cause there to be transferred, to the extentnot previously cancelled or forfeited, to the Holder a number of Sharesequal to the aggregate number of Restricted Stock Units granted to theHolder under this Agreement.

(c) Cancellation of RestrictedStock Units. Upon the issuance or transfer of Shares in accordancewith this Section 3, a number of Restricted Stock Units equal to thenumber of Shares issued or transferred to the Holder shall becancelled.

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(d) Termination of Service on the Boardof Directors. If the Participant ceases to be a member of theBoard of Directors of the Company for any reason, the Restricted StockUnits shall be immediately canceled by the Company without any paymentor other consideration.

(e) Registration orQualification. Notwithstanding any other provision of the Plan orthis Agreement to the contrary, absent an available exemption toregistration or qualification, a Restricted Stock Unit may not bedelivered prior to the completion of any registration or qualificationof the Restricted Stock Units or the Shares to which they relate underapplicable state and federal securities or other laws, or under anyruling or regulation of any governmental body or national securitiesexchange that the Board or the Company’s Compensation Committee(‘‘Committee’’) shall in its solereasonable discretion determine to be necessary or advisable.

(f)Certificates. As soon as practicable following the deliverydate of the Shares subject to the Restricted Stock Units, the Companyshall issue certificates in the Holder’s name for such Shares.However, the Company shall not be liable to the Holder for damagesrelating to any delays in issuing the certificates to the Holder, anyloss by the Holder of the certificates, or any mistakes or errors inthe issuance of the certificates or in the certificates themselves

4. Legend on Certificates. The certificatesrepresenting the Shares issued to the Holder upon the vesting of theRestricted Stock Units shall be subject to such stop transfer ordersand other restrictions as the Committee may deem reasonably advisableunder the Plan or the rules, regulations, and other requirements of theSecurities and Exchange Commission, any stock exchange upon which suchShares are listed, any applicable federal or state laws or theCompany’s Certificate of Incorporation and Bylaws, and theCommittee may cause a legend or legends to be put on any suchcertificates 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 Holder otherwise than to theHolder’s Affiliates, and any such purported assignment,alienation, pledge, attachment, sale, transfer or encumbrance shall bevoid and unenforceable against the Company or any of its Affiliates;provided that the designation of a beneficiary shall not constitute anassignment, alienation, pledge, attachment, sale, transfer orencumbrance.

6. Taxes.

(a) If thereis a change in law that, in the opinion of the Company’scounsel, would require the Company to withhold from any payment due ortransfer made with respect to the Restricted Stock Units or Shares anyapplicable withholding taxes, then, but only to the extent advised bythe Company’s counsel pursuant to such opinion, the Company orits Affiliate shall have the right to take such actions and any otheraction as may be necessary to satisfy all obligations for the paymentof such taxes; provided that prior to taking any such action, theCompany shall provide written notice to the Holder thereof and consultwith the Holder to discuss whether such action is required by law. TheCompany hereby agrees and acknowledges that under current law theCompany is not and shall not be required to withhold from any paymentdue or transfer made with respect to the Restricted Stock Units orShares any withholding taxes.

(b) The Company, theParticipant and the Holder each agrees that, except to the extentprovided in (a) above, for all tax reporting purposes, it shall nottake any action or omit to take any action that would cause any partyother than the Holder to be deemed to be the holder of the RestrictedStock Units or the Shares.

7. Securities Laws.Upon the acquisition of any Shares pursuant to the vesting of theRestricted Stock Units, the Holder 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. Any noticeunder this Agreement shall be addressed to the Company in care of itsGeneral Counsel at the principal executive office of the Company and tothe Participant or the Holder at the address appearing in the personnelrecords of the Company for the Participant or the Holder or

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to any party at such other address as anyparty hereto may hereafter designate in writing to the others. Any suchnotice shall be deemed effective upon receipt thereof by theaddressee.

9. Governing Law. This Agreement shallbe governed by and construed in accordance with the laws of the Stateof New York, without regard to conflicts oflaws.

10.    Restricted Stock Units Subject to thePlan. By entering into this Agreement the Holder agrees andacknowledges that the Holder has received and read a copy of the Plan.The Restricted Stock Units and the Shares received upon vesting aresubject to the Plan. The terms and provisions of the Plan as it may beamended from time to time are hereby incorporated by reference. In theevent of a conflict between any term or provision contained herein anda term or provision of the Plan, the applicable terms and provisions ofthe Plan will govern and prevail

11.    Counterparts.This Agreement may be executed in any number of counterparts, each ofwhich when so executed shall be deemed to be an original and all ofwhich taken together shall constitute one and the same agreement. Anycounterpart or other signature hereupon delivered by facsimile shall bedeemed for all purposes as constituting good and valid execution anddelivery of this Agreement by such party.

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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 &CorporateSecretary |
|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | /s/ SanjeevMehra                                           Participant |
|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | THEGOLDMAN SACHS GROUP, INC. |
|--|------------------------------|

|  | By: /s/ SanjeevMehra                                    Name:   SanjeevMehraTitle:      Attorney-in-Fact |
|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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