Exhibit
10.53

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 Joshua J.
Harris (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/ Joshua J.
Harris                                        


Participant




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