EXHIBIT 10.54

                              NALCO HOLDING COMPANY
                            2004 STOCK INCENTIVE PLAN

                         RESTRICTED STOCK UNIT AGREEMENT
                                   2006 GRANT

            THIS AGREEMENT, is made effective as of February 15, 2006 (the
"GRANT DATE"), between Nalco Holding Company (the "COMPANY"), Sanjeev Mehra (the
"PARTICIPANT") and The Goldman 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 which are hereby incorporated by reference and made a part of this
Agreement;

            WHEREAS, the Board of Directors of the Company (the "Board") had
notified the Participant that the Participant was entitled to be granted the
Restricted Stock Units provided for herein pursuant to the Plan and the terms
set forth herein;

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

            WHEREAS, the Company and the Committee (as defined below) have each
approved of the granting the Restricted Stock Units to the Holder in lieu of the
Participant.

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

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

            (a)   "PLAN" means the Nalco Holding 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 a share of the Company's common stock, par value
$0.01 per share (the "SHARES").

            2.    Grant of Restricted Stock Units. The Company hereby grants to
the Holder, subject to the terms and conditions of this Agreement and the Plan,
3,670 Restricted Stock Units. The Holder shall not possess any incidents of
ownership (including, without limitation, dividend and voting rights) in Shares
in respect of the Restricted Stock Units until such Restricted Stock Units have
been distributed to the Holder in the form of Shares.




            3.    Delivery of Shares Underlying the Restricted Stock Units.

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

            (b)   Change of Control. Notwithstanding the foregoing, upon a
Change of Control, the Company shall issue or cause there to be transferred, to
the extent not previously cancelled or forfeited, to the Holder a number of
Shares equal to the aggregate number of Restricted Stock Units granted to the
Holder under this Agreement.

            (c)   Cancellation of Restricted Stock Units. Upon the issuance or
transfer of Shares in accordance with this Section 3, a number of Restricted
Stock Units equal to the number of Shares issued or transferred to the Holder
shall be cancelled.

            (d)   Termination of Service on the Board of Directors. If the
Participant ceases to be a member of the Board of Directors of the Company for
any reason, the Restricted Stock Units shall be immediately canceled by the
Company without any payment or other consideration.

            (e)   Registration or Qualification. Notwithstanding any other
provision of the Plan or this Agreement to the contrary, absent an available
exemption to registration or qualification, a Restricted Stock Unit may not be
delivered prior to the completion of any registration or qualification of the
Restricted Stock Units or the Shares to which they relate under applicable state
and federal securities or other laws, or under any ruling or regulation of any
governmental body or national securities exchange that the Board or the
Company's Compensation Committee ("Committee") shall in its sole reasonable
discretion determine to be necessary or advisable.

            (f)   Certificates. As soon as practicable following the delivery
date of the Shares subject to the Restricted Stock Units, the Company shall
issue certificates in the Holder's name for such Shares. However, the Company
shall not be liable to the Holder for damages relating to any delays in issuing
the certificates to the Holder, any loss by the Holder of the certificates, or
any mistakes or errors in the issuance of the certificates or in the
certificates themselves

            4.    Legend on Certificates. The certificates representing the
Shares issued to the Holder upon the vesting of the Restricted Stock Units shall
be subject to such stop transfer orders and other restrictions as the Committee
may deem reasonably advisable under the Plan or the rules, regulations, and
other requirements of the Securities and Exchange Commission, any stock exchange
upon which such Shares are listed, any applicable federal or state laws or the
Company's Certificate of Incorporation and Bylaws, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

            5.    Transferability. Unless otherwise determined by the Committee,
a Restricted Stock Unit may not be assigned, alienated, pledged, attached, sold
or otherwise transferred or encumbered by the Holder otherwise than to the
Holder's Affiliates, and any such purported assignment, alienation, pledge,
attachment, sale, transfer or encumbrance shall be void




and unenforceable against the Company or any of its Affiliates; provided that
the designation of a beneficiary shall not constitute an assignment, alienation,
pledge, attachment, sale, transfer or encumbrance.

            6.    Taxes.

            (a)   If there is a change in law that, in the opinion of the
Company's counsel, would require the Company to withhold from any payment due or
transfer made with respect to the Restricted Stock Units or Shares any
applicable withholding taxes, then, but only to the extent advised by the
Company's counsel pursuant to such opinion, the Company or its Affiliate shall
have the right to take such actions and any other action as may be necessary to
satisfy all obligations for the payment of such taxes; provided that prior to
taking any such action, the Company shall provide written notice to the Holder
thereof and consult with the Holder to discuss whether such action is required
by law. The Company hereby agrees and acknowledges that under current law the
Company is not and shall not be required to withhold from any payment due or
transfer made with respect to the Restricted Stock Units or Shares any
withholding taxes.

            (b)   The Company, the Participant and the Holder each agrees that,
except to the extent provided in (a) above, for all tax reporting purposes, it
shall not take any action or omit to take any action that would cause any party
other than the Holder to be deemed to be the holder of the Restricted Stock
Units or the Shares.

            7.    Securities Laws. Upon the acquisition of any Shares pursuant
to the vesting of the Restricted Stock Units, the Holder will make or enter into
such written representations, warranties and agreements as the Committee may
reasonably request in order to comply with applicable securities laws or with
this Agreement.

            8.    Notices. Any notice under this Agreement shall be addressed to
the Company in care of its General Counsel at the principal executive office of
the Company and to the Participant or the Holder at the address appearing in the
personnel records of the Company for the Participant or the Holder or to any
party at such other address as any party hereto may hereafter designate in
writing to the others. Any such notice shall be deemed effective upon receipt
thereof by the addressee.

            9.    Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to conflicts of laws.

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

            11.   Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which




taken together shall constitute one and the same agreement. Any counterpart or
other signature hereupon delivered by facsimile shall be deemed for all purposes
as constituting good and valid execution and delivery of this Agreement by such
party.




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

                                      NALCO HOLDING COMPANY


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


                                          /s/ Sanjeev Mehra
                                          --------------------------------------
                                          Participant


                                      THE GOLDMAN SACHS GROUP, INC.


                                      By: /s/ Sanjeev Mehra
                                          --------------------------------------
                                      Name:    Sanjeev Mehra
                                      Title:   Attorney-in-Fact