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.

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(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


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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.

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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/ Sanjeev
Mehra                                           

Participant





		THE
GOLDMAN SACHS GROUP, INC.





		By: /s/ Sanjeev
Mehra                                    

Name:   Sanjeev
Mehra
Title:      Attorney-in-Fact




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