Exhibit
10.55

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’’) and Rodney F.
Chase (the
‘‘Participant’’).


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;
and

WHEREAS, the Board of Directors of the Company (the
‘‘Board’’) has determined that the
Participant be granted the Restricted Stock Units provided for herein
pursuant to the Plan and the terms set forth herein.

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
Participant, subject to the terms and conditions of this Agreement and
the Plan, 3,670 Restricted Stock Units. The Participant 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 Participant 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), (i) the Company shall issue or cause
there to be transferred to the Participant on January  1,
2008, a number of Shares equal to the aggregate number of Restricted
Stock Units granted to the Participant 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 Participant a number of Shares equal to the aggregate number of
Restricted Stock Units granted to the Participant 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 Participant 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


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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 Participant’s name for such
Shares. However, the Company shall not be liable to the Participant for
damages relating to any delays in issuing the certificates to the
Participant, any loss by the Participant 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 Participant 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 Participant otherwise than by will or
by the laws of descent and distribution, and any such purported
assignment, alienation, pledge, attachment, sale, transfer or
encumbrance shall be void and unenforceable against the Company or any
Affiliate; provided that the designation of a beneficiary shall not
constitute an assignment, alienation, pledge, attachment, sale,
transfer or encumbrance.

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

7. Securities Laws. Upon the
acquisition of any Shares pursuant to the vesting of the Restricted
Stock Units, the Participant 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 at the address appearing in the personnel records of
the Company for the Participant or to either party at such other
address as either party hereto may hereafter designate in writing to
the other. 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 Participant agrees and
acknowledges that the Participant 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.

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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/ Rodney F.
Chase                                

Participant




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