Exhibit 10.56

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 Richard B.
Marchese (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 Stock Unit may not be delivered prior to the completion of
any registration or qualification of the 

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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/ Richard B.
Marchese

 Participant




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