<PAGE>
                           SCHEDULE 14A INFORMATION 
               PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE 
                    SECURITIES EXCHANGE ACT OF 1934 

Filed by the Registrant [X] 
Filed by a Party other than the Registrant [ ] 
Check the appropriate box: 

[X]     Preliminary Proxy Statement 

[ ]     Confidential, for Use of the Commission Only (as permitted by Rule 
        14a-6(e)(2)) 

[ ]     Definitive Proxy Statement 

[ ]     Definitive Additional Materials 

[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or 
    Section 240.14a-12 

                            SEALED AIR CORPORATION 
- ----------------------------------------------------------------------------- 
               (Name of Registrant as Specified In Its Charter) 

- ----------------------------------------------------------------------------- 
   (Name of Person(s) Filing Proxy Statement, if other than the Registrant) 

Payment of Filing Fee (Check the appropriate box): 

[X]     No fee required. 

[ ]     Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 
        and 0-11. 

        1) Title of each class of securities to which transaction applies: 

           ----------------------------------------------------------------

        2) Aggregate number of securities to which transaction applies: 

           ----------------------------------------------------------------

        3) Per unit price or other underlying value of transaction computed 
           pursuant to Exchange Act Rule 0-11 (Set forth the amount on which 
           the filing fee is calculated and state how it was determined): 

           ----------------------------------------------------------------

        4) Proposed maximum aggregate value of transaction: 

           ----------------------------------------------------------------

        5) Total fee paid: 

           ----------------------------------------------------------------
[ ]     Fee paid previously with preliminary materials. 

[ ]  Check box if any part of the fee is offset as provided by Exchange Act 
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid 
previously. Identify the previous filing by registration statement number, or 
the Form or Schedule and the date of its filing. 

  1) Amount Previously Paid: 

     --------------------------------------------
  2) Form, Schedule or Registration Statement No.: 

     --------------------------------------------

  3) Filing Party: 

     --------------------------------------------

  4) Date Filed: 

     --------------------------------------------


<PAGE>
                           [SEALED AIR LETTERHEAD] 

                                          May 21, 1998 

Dear Fellow Stockholder: 

   You are cordially invited to attend the Annual Meeting of the Stockholders 
of Sealed Air Corporation scheduled to be held on Friday, June 26, 1998 at 
11:00 a.m. at the Saddle Brook Marriott, Garden State Parkway at I-80, Saddle 
Brook, New Jersey. Your Board of Directors and senior management look forward 
to greeting personally those stockholders able to attend. 

   At this meeting, you will be asked to elect three directors, to ratify the 
selection of KPMG Peat Marwick LLP as the Company's auditors for 1998, to 
approve additional shares for issuance under the Company's Contingent Stock 
Plan as well as some other amendments to that Plan, and to approve the 
Directors Stock Plan. All of these proposals are important, and we urge you 
to vote in favor of them. 

   You will also be asked to vote on an amendment to the Company's charter to 
repeal certain provisions that hamper the exercise by the stockholders of 
their rights to influence the Company's corporate governance. The repeal of 
these provisions requires the affirmative vote of more than 80% of the 
Company's stock, so it is particularly important that you vote in favor of 
this amendment. 

   Regardless of the number of shares of Common Stock or Preferred Stock you 
own, it is important that they be represented and voted at the meeting. 
Please sign, date and mail the enclosed proxy in the return envelope 
provided. Your prompt cooperation is appreciated. 

   On behalf of your Board of Directors, we thank you for your continued 
support. 

                                          Sincerely, 


                                          T. J. Dermot Dunphy 
                                          Chairman of the Board and 
                                          Chief Executive Officer 


<PAGE>
                   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 

                                JUNE 26, 1998 

                                -------------

   The Annual Meeting of Stockholders of Sealed Air Corporation, a Delaware 
corporation (the "Company"), will be held on June 26, 1998 at 11:00 a.m. 
local time, at the Saddle Brook Marriott, Garden State Parkway at I-80, 
Saddle Brook, New Jersey 07663-5291, for the following purposes: 

     1. to consider and act upon a proposed amendment to the Company's 
        Amended and Restated Certificate of Incorporation that would repeal 
        certain provisions of the Certificate of Incorporation, including the 
        provision providing for a classified Board of Directors, which 
        amendment will require the affirmative vote of 80% in voting power of 
        the Company's capital stock; 

     2. to elect three directors of the Company as Class III directors; 

     3. to consider and act upon certain proposed amendments of the 
        Contingent Stock Plan of the Company, including an amendment 
        authorizing the issuance of an additional 2,049,550 shares of the 
        Company's Common Stock under such Plan; 

     4. to consider and act upon the proposed Restricted Stock Plan for 
        Non-Employee Directors of the Company; 

     5. to ratify the appointment of KPMG Peat Marwick LLP as the independent 
        auditors of the Company for the fiscal year ending December 31, 1998; 
        and 

     6. to transact such other business as may properly come before the 
        meeting or any adjournments thereof. 

   The Board of Directors has fixed the close of business on May 5, 1998 as 
the record date for the determination of stockholders entitled to notice of 
and to vote at the Annual Meeting. 

   A copy of the Company's 1997 Annual Report to Stockholders has been sent 
to all stockholders of record. Additional copies are available upon request. 

   The Company invites you to attend the meeting so that management can 
review the past year with you, listen to your suggestions, and answer any 
questions you may have. In any event, because it is important that as many 
stockholders as possible be represented at the meeting, please review the 
attached Proxy Statement promptly and then complete and return the enclosed 
proxy in the accompanying post-paid, addressed envelope. If you attend the 
meeting, you may vote your shares personally even though you have previously 
mailed the enclosed proxy. 

                                           By Order of the Board of Directors 
                                                   H. KATHERINE WHITE 
                                                        Secretary 

Saddle Brook, New Jersey 
May 21, 1998 


<PAGE>
                                   CONTENTS 


<TABLE>
<CAPTION>
                                                                                   PAGE 
                                                                                 -------- 
<S>                                                                              <C>         <C>
General Information ............................................................      1 
The Merger and Related Transactions.............................................      2 
Management......................................................................      2 
Voting Securities...............................................................      3 
Repeal of Supermajority Provisions of the Sealed Air Charter....................      7 
Election of Directors...........................................................      8 
Committees of the Board of Directors............................................     10 
 Current Committees of the Board of Directors...................................     10 
 Committees of the Board Prior to the Merger....................................     10 
 Compensation Committee Interlocks and Insider Participation....................     11 
Directors Compensation..........................................................     12 
 Current Directors Compensation.................................................     12 
 Directors Compensation Prior to the Merger.....................................     12 
Executive Compensation..........................................................     13 
 Report of Old Sealed Air's Organization and Compensation Committee on 
  Executive Compensation .......................................................     13 
 Common Stock Performance Comparison............................................     18 
Executive Officers..............................................................     19 
Approval of Amendments to the Contingent Stock Plan.............................     20 
Approval of Restricted Stock Plan for Non-Employee Directors....................     21 
Selection of Auditors...........................................................     23 
Stockholder Proposals for the 1999 Annual Meeting...............................     24 
Other Matters...................................................................     24 
Annex A--Proposed Amendments to the Certificate of Incorporation ...............    A-1 
Annex B--Summary Compensation Table for Old Sealed Air Prior to the Merger .....    B-1 
Annex C--Executive Compensation for the Company Prior to the Merger  ...........    C-1 
Annex D--Contingent Stock Plan of Sealed Air Corporation, As Proposed to Be 
          Amended...............................................................    D-1 
Annex E--Restricted Stock Plan for Non-Employee Directors of Sealed Air 
         Corporation............................................................    E-1 
</TABLE>



<PAGE>
                            SEALED AIR CORPORATION 
                                 PARK 80 EAST 
                     SADDLE BROOK, NEW JERSEY 07663-5291 

                               PROXY STATEMENT 
                              DATED MAY 21, 1998 

                              ------------------

                    FOR THE ANNUAL MEETING OF STOCKHOLDERS 
                         TO BE HELD ON JUNE 26, 1998 

                              ------------------

                             GENERAL INFORMATION 

   This Proxy Statement is being furnished to the holders of the Common Stock 
and Preferred Stock (as defined below) of Sealed Air Corporation, a Delaware 
corporation formerly named W. R. Grace & Co. (the "Company"), in connection 
with the solicitation of proxies for use at the Annual Meeting of 
Stockholders (the "Annual Meeting") to be held at the Saddle Brook Marriott, 
Garden State Parkway at I-80, Saddle Brook, New Jersey at 11:00 a.m. local 
time on June 26, 1998, and at any adjournments thereof. The enclosed proxy is 
being solicited by the Board of Directors of the Company. This Proxy 
Statement and the enclosed proxy are first being mailed to stockholders on or 
about May 21, 1998. 

   In order for shares of Common Stock or Preferred Stock to be voted at the 
Annual Meeting, the record owner of such shares must either duly execute and 
return a proxy representing such shares at or before the Annual Meeting or 
vote such shares in person at the Annual Meeting. Shares represented by 
proxies so executed and returned will be treated as being present for the 
purpose of determining the presence of a quorum at the meeting. If a 
stockholder specifies on the proxy the manner in which such stockholder's 
shares of Common Stock or Preferred Stock are to be voted on a matter, the 
shares represented by the proxy will be voted in accordance with such 
specification. If a stockholder does not make such a voting specification, 
such shares will be voted in the manner recommended by the Board of Directors 
as indicated in this Proxy Statement and on the proxy. 

   Stockholders who own shares of Common Stock or Preferred Stock through a 
brokerage firm, bank or other nominee should expect to be contacted by such 
institution for voting instructions. Under the rules of the New York Stock 
Exchange, Inc., brokers who hold shares in street name for customers have the 
authority to vote on certain items when they have not received instructions 
from their customers who are the beneficial owners of such shares. The 
Company understands that, unless instructed to the contrary by the beneficial 
owners of shares held in street name, brokers may exercise such authority to 
vote on the election of directors, the amendment of the Contingent Stock 
Plan, the adoption of the Restricted Stock Plan for Non-Employee Directors, 
and the ratification of the appointment of the Company's auditors. However, 
brokers may not exercise such discretionary voting authority with respect to 
the proposed amendment to the Company's Amended and Restated Certificate of 
Incorporation (the "Sealed Air Charter"). Stockholders holding shares of 
Common Stock or Preferred Stock in street name or otherwise through a broker 
who desire to vote in favor of the proposed amendment to the Sealed Air 
Charter must provide their broker with instructions to vote their shares in 
favor of such matter. Proxies marked as abstaining (including proxies 
containing broker non-votes) on any matter to be acted upon by the 
stockholders will be treated as present at the meeting for the purpose of 
determining a quorum. Abstentions, but not broker non-votes, will be counted 
as votes cast on such matters. 

   A holder of record of Common Stock or Preferred Stock giving the enclosed 
proxy has the power to revoke it at any time before it is exercised by giving 
written notice to the Company bearing a later date than the proxy, by 
executing and delivering to the Company a subsequently dated proxy, or by 
voting in person at the Annual Meeting. Any holder of Common Stock or 
Preferred Stock may vote in person at the Annual Meeting whether or not he or 
she has previously given a proxy. 

   For each participant in the Company's Profit-Sharing Plan, the proxy also 
serves as a voting instruction card permitting the participant to provide 
voting instructions to Bankers Trust Company, 


<PAGE>

trustee for the Profit-Sharing Plan ("Bankers Trust"), for the shares of 
Common Stock allocated to his or her account in such Plan. For each 
participant in the Company's Thrift Plan for Cryovac Employees, the proxy 
also serves as a voting instruction card permitting the participant to 
provide voting instructions to Fidelity Management Trust Company 
("Fidelity"), trustee for the Thrift Plan for Cryovac Employees, for the 
shares of Common Stock and Preferred Stock allocated to his or her account in 
such Plan. Bankers Trust and Fidelity will vote such shares as directed by 
each participant who provides voting instructions to it. The terms of each 
such Plan provide that shares allocated to the accounts of participants who 
do not provide voting instructions will be voted by Bankers Trust or 
Fidelity, as the case may be, in the same proportion as shares are voted on 
behalf of participants who provide voting instructions. 

                     THE MERGER AND RELATED TRANSACTIONS 

   On March 31, 1998, the Company and Sealed Air Corporation (US), a Delaware 
corporation formerly known as Sealed Air Corporation ("old Sealed Air"), 
completed a series of related transactions as a result of which, among other 
things: 

     (a) The Company's specialty chemicals business was separated from its 
    packaging business, the packaging business was contributed to one wholly 
    owned subsidiary ("Cryovac"), and the specialty chemicals business was 
    contributed to another wholly owned subsidiary ("New Grace"), pursuant to 
    a Distribution Agreement dated as of March 30, 1998 among the Company, W. 
    R. Grace & Co.-Conn. and New Grace. The Company then distributed all of 
    the outstanding shares of common stock of New Grace to the Company's 
    stockholders at that time, and those stockholders became stockholders of 
    New Grace, which is now a separate publicly owned corporation. These 
    transactions are referred to in this Proxy Statement as the 
    "Reorganization". 

     (b) The Company recapitalized its outstanding shares of common stock, par 
    value $0.01 per share ("Old Grace Common Stock"), into the Common Stock 
    and the Preferred Stock (the "Recapitalization"). 

     (c) A subsidiary of the Company merged into old Sealed Air, with old 
    Sealed Air being the surviving corporation (the "Merger"), pursuant to an 
    Agreement and Plan of Merger dated as of August 14, 1997 among the 
    Company, old Sealed Air and such subsidiary (the "Merger Agreement"). 

   The Merger and the related transactions described above were approved by 
the Company's stockholders at a special meeting held on March 20, 1998, and 
the Merger was approved by the stockholders of old Sealed Air at a special 
meeting held on March 23, 1998. As a result of these transactions, New Grace 
became a separate publicly owned corporation named W. R. Grace & Co., which 
is managed by the former management of the Company, and the Company, which 
now operates the businesses of old Sealed Air and Cryovac and is managed 
primarily by the former management of old Sealed Air, was renamed Sealed Air 
Corporation. 

   In the Recapitalization, the outstanding shares of Old Grace Common Stock 
were converted into approximately 40,648,000 shares of Common Stock and 
36,000,000 shares of Preferred Stock, and pursuant to the Merger Agreement, 
each of the 42,624,246 shares of the common stock, par value $0.01 per share, 
of old Sealed Air ("old Sealed Air Common Stock") outstanding on March 31, 
1998 was converted into one share of the Common Stock of the Company. In 
addition, outstanding options to purchase Old Grace Common Stock that were 
held by Cryovac's employees were converted into options to purchase 
approximately 489,300 shares of the Company's Common Stock. 

                                  MANAGEMENT 

   Upon the completion of the Merger on March 31, 1998, in accordance with 
the Merger Agreement, all of the directors of the Company other than Hank 
Brown, Christopher Cheng, Virginia A. Kamsky and John E. Phipps resigned as 
directors of the Company. These four remaining directors then elected as 
additional directors in the classes set forth below under "Election of 
Directors" the seven persons who were serving as directors of old Sealed Air 
immediately prior to the Merger. The Board also elected T. J. Dermot Dunphy, 
the Chairman of the Board and Chief Executive Officer of old Sealed Air, as 
its Chairman. 

                                2           

<PAGE>
   In addition, in accordance with the Merger Agreement, all of the persons 
who had served as executive officers of the Company prior to the Merger other 
than Mr. Kaenzig resigned effective upon the completion of the Merger. The 
Board of Directors has appointed the persons listed under "Executive 
Officers" on page 19 to serve as the executive officers of the Company. 

                              VOTING SECURITIES 

   The voting securities of the Company are the outstanding shares of its 
common stock, par value $0.10 per share ("Common Stock"), and its Series A 
convertible preferred stock, par value $0.10 per share ("Preferred Stock"). 
As of the close of business on May 5, 1998, 83,272,061 shares of Common Stock 
were issued and outstanding, each of which is entitled to one vote at the 
Annual Meeting. As of the close of business on May 5, 1998, 36,000,000 shares 
of Preferred Stock were issued and outstanding, each of which is entitled to 
0.885 votes at the Annual Meeting, with the Preferred Stock being entitled to 
an aggregate of 31,860,000 votes at the Annual Meeting. Only holders of 
record of Common Stock and Preferred Stock at the close of business on May 5, 
1998 will be entitled to notice of and to vote at the Annual Meeting. 

   A majority in voting power of the outstanding shares of Common Stock and 
Preferred Stock present in person or represented by proxy will constitute a 
quorum for the transaction of business at the Annual Meeting. Under the 
Sealed Air Charter, the proposed amendments to the Sealed Air Charter must be 
approved by the affirmative vote of at least 80 percent of the combined 
voting power of the shares of Common Stock and Preferred Stock. Under the 
Sealed Air Charter and By-Laws and the laws of the State of Delaware, the 
directors are elected by a plurality of the votes cast in the election, and 
the amendment of the Company's Contingent Stock Plan, the adoption of the 
Restricted Stock Plan for Non-Employee Directors, and the ratification of the 
appointment of auditors and any other matters to be considered at the Annual 
Meeting must be approved by the affirmative vote of the holders of a majority 
of the combined voting power of the shares of Common Stock and Preferred 
Stock present in person or represented by proxy at the Annual Meeting. 

                                3           

<PAGE>

   The following table sets forth, as of the date indicated in the applicable 
Schedule 13G with respect to each person identified as having filed a 
Schedule 13G and as of April 30, 1998 with respect to each current director, 
nominee for election as a director and current executive officer named in the 
Summary Compensation Tables set forth in Annexes B and C, the number and 
percentage of outstanding shares of Common Stock and Preferred Stock (i) 
beneficially owned by each person known to the Company to be the beneficial 
owner of more than five percent of the then outstanding shares of each such 
class, (ii) beneficially owned, directly or indirectly, by each current 
director, nominee for election as a director and by each of the current 
executive officers of the Company named in the Summary Compensation Tables 
set forth in Annexes B and C, and (iii) beneficially owned, directly or 
indirectly, by all such directors and executive officers of the Company as a 
group. 


<TABLE>
<CAPTION>
                                                         SHARES OF        PERCENTAGE 
                                                           CLASS        OF OUTSTANDING 
                  BENEFICIAL OWNER                  BENEFICIALLY OWNED  SHARES IN CLASS 
- --------------------------------------------------  ------------------ --------------- 
<S>                                                <C>                 <C>
COMMON STOCK: 
FMR Corp.(1) ......................................     11,821,617           13.6% 
 82 Devonshire Street 
 Boston, Massachusetts 02109 
Lincoln Capital Management Company (2) ............      7,558,221            8.6 
 200 South Wacker Drive, Suite 2100 
 Chicago, Illinois 60606 
Tiger Management L.L.C. and 
 Tiger Performance L.L.C.(3) ......................      6,593,352            7.6 
 101 Park Avenue 
 New York, New York 10178 
The Equitable Companies Incorporated (4)  .........      4,465,278            5.4 
 1290 Avenue of the Americas 
 New York, New York 10104 
Hank Brown ........................................          1,234 (5)(6)      * 
John K. Castle ....................................         12,936             * 
Christopher Cheng .................................            475 (5)(6)      * 
Lawrence R. Codey .................................          5,800             * 
Bruce A. Cruikshank ...............................        192,905 (7)(8)      * 
T. J. Dermot Dunphy ...............................      1,142,003 (6)(7)(8)  1.4 
Charles F. Farrell, Jr ............................         19,400 (6)         * 
David Freeman .....................................          5,600             * 
William V. Hickey .................................        327,187 (5)(7)(8)   * 
J. Gary Kaenzig, Jr ...............................         44,989 (5)(7)(9)   * 
Virginia A. Kamsky ................................          2,802 (5)         * 
Alan H. Miller ....................................        502,710 (6)         * 
Robert A. Pesci ...................................         77,613 (7)(8)      * 
John E. Phipps ....................................         31,768 (5)(6)      * 
Robert L. San Soucie ..............................          8,900 (6)         * 
All directors and executive officers as a group 
 (27 persons) .....................................      3,031,925 (5)(7)(8) 
                                                                   (9)(10)    3.5 
SERIES A CONVERTIBLE PREFERRED STOCK: 
FMR Corp.(1) ......................................      3,542,806            9.8 
 82 Devonshire Street 
 Boston, Massachusetts 02109 
Lincoln Capital Management Company (2) ............      3,754,732           10.4 
 200 South Wacker Drive, Suite 2100 
 Chicago, Illinois 60606 

                                4           

<PAGE>
                                                         SHARES OF        PERCENTAGE 
                                                           CLASS        OF OUTSTANDING 
                  BENEFICIAL OWNER                  BENEFICIALLY OWNED  SHARES IN CLASS 
- --------------------------------------------------  ------------------ --------------- 
Tiger Management L.L.C. and 
 Tiger Performance L.L.C. (3) .....................      3,275,410            9.1 
 101 Park Avenue 
 New York, New York 10178 
Hank Brown ........................................            613 (11)        * 
Christopher Cheng .................................            236 (11)        * 
J. Gary Kaenzig, Jr ...............................          2,645 (9)(11)     * 
William V. Hickey .................................            142             * 
Virginia A. Kamsky ................................          1,392             * 
John E. Phipps ....................................         15,781 (11)        * 
All directors and executive officers as a group 
 (27 persons) .....................................         21,107 (9)(11)     * 
</TABLE>

- ------------ 
 *       Less than 1%. 

 (1)     The ownership information set forth in the table is based on 
         material contained in Amendment No. 3 to Schedule 13G dated February 
         14, 1998 filed with the Securities and Exchange Commission (the 
         "SEC") by FMR Corp. ("FMR"), which indicated that FMR had sole 
         voting power as to 141,700 shares and sole dispositive power as to 
         4,690,000 shares of old Sealed Air Common Stock and a Schedule 13G, 
         dated August 8, 1997, filed with the SEC by FMR, which indicated 
         that FMR had sole voting power as to 64,107 shares of Old Grace 
         Common Stock and sole dispositive power as to 7,379,889 shares of 
         Old Grace Common Stock. The Company has adjusted such ownership 
         information to give effect to the Recapitalization and the Merger. 
         The number of shares of Common Stock beneficially owned includes the 
         right to acquire 3,133,840 shares of Common Stock upon conversion of 
         shares of Preferred Stock. 

 (2)     The ownership information set forth in the table is based on 
         material contained in a Schedule 13G dated April 28, 1997 filed with 
         the SEC by Lincoln Capital Management Company ("Lincoln") with 
         respect to the ownership of shares of Old Grace Common Stock, which 
         indicated that Lincoln had sole voting power as to 3,583,300 shares 
         of Old Grace Common Stock and sole dispositive power as to 7,332,200 
         shares of Old Grace Common Stock. The Company has adjusted such 
         ownership information to give effect to the Recapitalization and the 
         Merger. The number of shares beneficially owned includes the right 
         to acquire 3,321,302 shares of Common Stock upon conversion of 
         shares of Preferred Stock. 

 (3)     The ownership information set forth in the table is based on 
         material contained in a Schedule 13G dated February 13, 1998 filed 
         with the SEC by Tiger Management L.L.C., Tiger Performance L.L.C. 
         and Julian H. Robertson, Jr. (collectively, "Tiger") with respect to 
         the ownership of shares of Old Grace Common Stock which indicated 
         that Tiger had shared voting power and shared dispositive power as 
         to 6,895,600 shares of Old Grace Common Stock. The Company has 
         adjusted such ownership information to give effect to the 
         Recapitalization and the Merger. The number of shares of Common 
         Stock beneficially owned includes the right to acquire 2,897,311 
         shares of Common Stock upon conversion of shares of Preferred Stock. 

 (4)     The ownership information set forth in the table is based on 
         material with respect to the ownership of shares of old Sealed Air 
         Common Stock contained in Amendment No. 1 to Schedule 13G dated 
         February 10, 1998 filed with the SEC by The Equitable Companies 
         Incorporated ("Equitable Companies"), AXA-UAP, which beneficially 
         owns a majority interest in Equitable Companies, and Mutuelles AXA, 
         which as a group beneficially own a majority interest in AXA-UAP. 
         The Schedule 13G stated that the shares were acquired solely for 
         investment purposes. The Company has adjusted such ownership 
         information to give effect to the Recapitalization and the Merger. 
         The shares are owned by the following subsidiaries of Equitable 
         Companies in the amounts indicated: The Equitable Life Assurance 
         Society of the United States, 30,700; Alliance Capital Management 
         L.P., 4,434,478; and Donaldson, Lufkin & Jenrette Securities 
         Corporation, 100. 

                                5           

<PAGE>
 (5)     The number of shares of Common Stock listed for Messrs. Brown, 
         Cheng, Hickey, Kaenzig and Phipps, for Ms. Kamsky and for all 
         directors and executive officers as a group includes the right to 
         acquire 542, 208, 125, 2,339, 13,959, 1,231 and 18,670 shares of 
         Common Stock, respectively, upon conversion of shares of Preferred 
         Stock. 

 (6)     The number of shares of Common Stock held by Messrs. Brown, Cheng 
         and Phipps includes 82, 75 and 2,068 shares, respectively, held by 
         trusts of which they are beneficiaries. The number of shares of 
         Common Stock held by Mr. Dunphy includes 81,600 shares held by him 
         as custodian for certain of his children and 29,250 shares held by a 
         charitable foundation for which he shares voting and investment 
         power. The number of shares of Common Stock held by Mr. Farrell 
         includes 6,000 shares held in a revocable retirement trust of which 
         he is the trustee and sole beneficiary. All but 1,200 of the Common 
         Stock shares held by Mr. Miller are held indirectly through a 
         limited partnership for which he shares voting and investment power. 
         The number of shares of Common Stock held by Mr. Phipps includes 
         9,352 shares held by trusts over which he shares voting and 
         investment power, and 4,824 shares held in trust for his wife. Mr. 
         San Soucie shares investment and voting power as to 620 of the 
         shares of Common Stock beneficially owned by him with his wife. 

 (7)     The number of shares of Common Stock listed for Messrs. Dunphy, 
         Hickey, Kaenzig, Cruikshank, Pesci and all directors and executive 
         officers as a group includes the right to acquire 80,000, 40,000, 
         23,500, 10,000, 10,000 and 191,500 shares, respectively, under the 
         Company's Contingent Stock Plan. The number of shares listed for Mr. 
         Kaenzig and all directors and executive officers as a group includes 
         the right to acquire 16,165 and 28,543 shares, respectively, upon 
         exercise of options granted by Old Grace. 

 (8)     This figure includes approximately 67,353, 13,302, 20,615, 24,213 
         and 221,065 shares of Common Stock held in the Company's 
         Profit-Sharing Plan trust fund with respect to which Messrs. Dunphy, 
         Hickey, Cruikshank, Pesci and the executive officers of the Company 
         who participate in such Plan as a group, respectively, may, by 
         virtue of their participation in such Plan, be deemed to be 
         beneficial owners. The participants in such Plan include, in 
         general, all full-time employees of the Company except employees who 
         are covered by collective bargaining agreements that do not provide 
         for their participation. As of April 30, 1998, approximately 
         2,149,329 shares of Common Stock were held in the trust fund under 
         such Plan, constituting approximately 2.5% of the outstanding shares 
         of Common Stock. The Company has been advised that Bankers Trust 
         Company, the trustee of such Plan, does not deem itself the 
         beneficial owner of the shares of Common Stock held as trustee of 
         such Plan. 

 (9)     The number of shares of Common Stock listed for Mr. Kaenzig and for 
         all directors and executive officers as a group, respectively, 
         includes approximately 6 and 342 shares, respectively, held in the 
         trust fund for the Company's Thrift Plan for Cryovac Employees. The 
         number of shares of Preferred Stock listed for Mr. Kaenzig and for 
         all directors and executive officers as a group, respectively, 
         includes approximately 5 and 303 shares of Preferred Stock, 
         respectively, held in the trust fund for the Company's Thrift Plan 
         for Cryovac Employees. 

(10)     This figure includes, without duplication, all of the outstanding 
         shares referred to in notes 6 and 8 above as well as 12,400 shares 
         for which voting and investment power is shared by an executive 
         officer of the Company and 3,580 shares held by or for family 
         members of executive officers of the Company who are not named in 
         the above table. 

(11)     The number of shares of Preferred Stock held by Messrs. Brown, 
         Cheng, Kaenzig and Phipps and all directors and executive officers 
         as a group includes 72, 66, 2,640, 1,833 and 4,611 shares of 
         Preferred Stock, respectively, held by trusts of which they are 
         beneficiaries. The number of shares of Preferred Stock held by Mr. 
         Phipps includes 8,288 shares of Preferred Stock held by trusts over 
         which he shares voting and investment power, and 4,275 shares held 
         in trust for his wife. 

                                6           

<PAGE>
                      REPEAL OF SUPERMAJORITY PROVISIONS 
                          OF THE SEALED AIR CHARTER 

   In connection with the approval of the Merger and the related amendment 
and restatement of its Certificate of Incorporation, the Company sought the 
approval of its stockholders at the special meeting on March 20, 1998 to 
repeal certain provisions of the Sealed Air Charter that are described below. 
The proposal to repeal these provisions failed to receive the required 80% 
affirmative vote for their repeal, although over 98% of the shares voted were 
voted in favor of repealing such provisions. 

   These provisions, which are referred to below as the "Supermajority 
Provisions," cannot be amended or repealed without the affirmative vote of 
stockholders owning at least 80% of the combined voting power of the 
outstanding Common Stock and Preferred Stock. The provisions limit the 
ability of the holders of the Company's Common and Preferred Stock to 
influence the corporate governance of the Company and to take certain actions 
that they would otherwise be permitted to take under Delaware law. The 
Chairman of the Board and Chief Executive Officer of the Company believes 
that the absence of provisions such as the Supermajority Provisions was an 
important part of the culture and success of old Sealed Air prior to the 
Merger and that the repeal of the Supermajority Provisions would be similarly 
beneficial to the Company. 

   The Supermajority Provisions provide that: 

     (a) the directors of the Company, other than those who may be elected by 
    the holders of any class or series of Preferred Stock or other capital 
    stock as set forth in the Sealed Air Charter, are to be divided into three 
    classes, as nearly equal in number as possible, with the members of each 
    class of directors to be elected for terms of three years; 

     (b) directors of the Company may be removed by the stockholders only for 
    cause, subject to the rights of the holders of any class or series of 
    Preferred Stock or other capital stock set forth in the Sealed Air 
    Charter; 

     (c) subject to the rights of the holders of any class or series of 
    Preferred Stock or other capital stock to elect additional directors under 
    specific circumstances, actions of the stockholders by written consent 
    pursuant to Delaware law are prohibited; and 

     (d) although the stockholders have the authority to amend or repeal the 
    by-laws of the Company, they may not exercise this right unless any such 
    proposed alteration, amendment or repeal of the by-laws is approved by 
    stockholders with at least 80% of the voting power of the outstanding 
    voting securities, voting as a single class. 

   The election of directors is the primary avenue for stockholders to 
influence corporate policies and to hold management accountable for its 
implementation of those policies. The Company's management and its Board of 
Directors believe that the accountability of the Board of Directors to the 
stockholders is enhanced when the directors are required to stand for annual 
election. A classified board, one of the Supermajority Provisions, deprives 
the stockholders of the ability to express their evaluation of the 
performance of the whole Board of Directors annually by granting staggered 
three-year terms to the directors. In keeping with the goal of maximizing 
director accountability to the stockholders, the Board of Directors has 
determined that having all of the Company's directors elected annually, as 
was the case for old Sealed Air prior to the Merger, would best serve the 
interests of the Company and its stockholders. 

   Although the authority of the stockholders to amend or repeal by-laws of a 
publicly owned corporation such as the Company is rarely exercised, the 
ability to exercise that right by a vote of a majority in voting interest of 
the stockholders is an important element of corporate governance as are the 
rights of the stockholders under Delaware law to act by written consent and 
to remove directors, with or without cause. 

   For the reasons set forth above, the Company believes that the 
Supermajority Provisions should be repealed. The forms of Articles SEVENTH, 
FIFTEENTH and SIXTEENTH of the Sealed Air Charter attached to this Proxy 
Statement in Annex A have been marked to show how these provisions of the 
Sealed Air Charter would change if the Supermajority Provisions were 
repealed. 

                                7           

<PAGE>
   If the Supermajority Provisions are repealed: 

     (a) the stockholders will, as provided by Delaware law, be entitled to 
    alter, amend or repeal the Company's By-Laws by a majority of the voting 
    power of the then outstanding shares of Common Stock and Preferred Stock; 

     (b) the stockholders will be entitled to act by written consent in lieu 
    of a meeting; and 

     (c) Article SIXTEENTH of the Sealed Air Charter will be amended in its 
    entirety, thereby eliminating the provisions of the Sealed Air Charter 
    providing for the classification of the Board of Directors and prohibiting 
    the removal of Directors other than for cause. 

   If the repeal of the Supermajority Provisions is approved, in order to 
provide for an orderly transition, the Class III Directors who are standing 
for election at the Annual Meeting will be elected to one-year terms ending 
at the 1999 Annual Meeting. The terms of the Class I Directors will continue 
until the 1999 Annual Meeting, and the terms of the Class II Directors will 
continue until the 2000 Annual Meeting. Thereafter, each of these directors 
will stand for re-election for one-year terms. 

   THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL. 

                            ELECTION OF DIRECTORS 

   As noted above, the Sealed Air Charter currently divides the Board of 
Directors into three classes, with classes serving staggered terms of three 
years. Currently, there are four directors in Class I, four directors in 
Class II, and three directors in Class III. 

   The Class I Directors have a term of office that continues until the 1999 
Annual Meeting, and the Class II Directors have a term of office that 
continues until the year 2000 Annual Meeting. The current Class III 
Directors, who have a term of office that expires at the 1998 Annual Meeting, 
have been nominated by the Board of Directors to be elected to serve until 
the 2001 Annual Meeting. However, as noted above, if the proposal to repeal 
the Supermajority Provisions of the Sealed Air Charter is approved by the 
requisite vote of the stockholders, the term of office of the Class III 
Directors elected at the 1998 Annual Meeting will be the one-year period 
until the 1999 Annual Meeting and until their successors are elected and 
qualified. 

   Shares of Common Stock or Preferred Stock represented by a duly executed 
proxy that is returned to the Company will be voted in favor of the election 
as directors of the nominees for election as Class III Directors named below 
unless otherwise specified on the proxy. If any nominee becomes unavailable 
for any reason or if a vacancy should occur before the election (which events 
are not anticipated), the shares represented by a duly executed proxy may be 
voted in favor of such other person as may be determined by the holders of 
such proxies. 

   The information appearing in the following table sets forth for each 
nominee as a Class III Director and for each continuing Class I or Class II 
Director his or her business experience for the past five years, the year in 
which he or she first became a director of the Company or of old Sealed Air 
(as indicated in footnotes to the table), and his or her age as of May 5, 
1998. 

   Each current member of the Board of Directors of the Company who was a 
member of the Board of Directors of the Company during 1997 attended at least 
75% of the aggregate number of meetings of the Board and of the committees of 
the Board on which they served during 1997 except for Mr. Cheng, who attended 
71% of such meetings. Each current member of the Board of Directors of the 
Company who was a member of the Board of Directors of old Sealed Air during 
1997 attended at least 75% of the aggregate number of meetings of the Board 
of old Sealed Air and of the committees of such Board on which they served 
during 1997. 

   During 1997, the Board of Directors of the Company and the Board of 
Directors of old Sealed Air each held eight meetings (excluding in each case 
actions by unanimous written consent). 

                                8           

<PAGE>

<TABLE>
<CAPTION>
                                                                                            DIRECTOR 
            NAME                                 BUSINESS EXPERIENCE                         SINCE     AGE 
- --------------------------  ------------------------------------------------------------- ----------  ----- 
<S>                        <C>                                                            <C>         <C>
NOMINEES FOR ELECTION--CLASS III DIRECTORS--TERMS EXPIRING IN 2001 (IF THE SUPERMAJORITY PROVISIONS ARE REPEALED, 
TERMS EXPIRE IN 1999) 

Lawrence R. Codey(1)....... President and Chief Operating Officer of Public Service Electric  1993      53 
                            and Gas Company, a public utility. Director of Public Service 
                            Enterprise Group Incorporated, The Trust Company of New Jersey 
                            and United Water Resources Inc. 

David Freeman(1)........... Chairman and Chief Executive Officer of Loctite Corporation, a    1993      54 
                            manufacturer of adhesives and sealants. He has held senior management 
                            positions with Loctite Corporation for more than five years. 

Robert L. San Soucie(1) ... President and Chief Executive Officer of The Math Learning Center, 1971     71 
                            a non-profit educational organization, since September 1997. 
                            Previously Managing Director and President of MRV Financial 
                            Associates, a financial and management consulting firm. 

DIRECTORS CONTINUING IN OFFICE--CLASS I DIRECTORS--TERMS EXPIRING IN 1999 

Hank Brown(2).............. Director of the Center for Public Policy at the University of Denver. 1997  58 
                            Formerly a United States Congressman from 1981 until 1991 and a 
                            United States Senator from 1991 until January 1997. 

John K. Castle(1).......... Chairman and Chief Executive Officer of Castle Harlan, Inc., a    1971      57 
                            merchant banking firm, and of Branford Castle, Inc., a holding 
                            company. Director of Commemorative Brands, Inc., Morton's Restaurant 
                            Group, Inc., Statia Terminals International, N.V. and Universal 
                            Compression, Inc. 

Charles F. Farrell, Jr.(1). President of Crystal Creek Partners, an investment management and 1971      67 
                            business consulting firm. 

Alan H. Miller(1).......... Private investor. Until his retirement in December 1994, President 1984     64 
                            and Chief Executive Officer of Laird, Inc., a manufacturer of 
                            specialty folding cartons and special commercial printing and a 
                            distributor of rigid plastics. 
                            Director of The Laird Group PLC (listed on the London Stock Exchange). 

DIRECTORS CONTINUING IN OFFICE--CLASS II DIRECTORS--TERMS EXPIRING IN 2000 

Christopher Cheng(2)....... Chairman and Managing Director of the Wing Tai Group of Companies, 1997     49 
                            a garment manufacturer based in Hong Kong, and Chairman of USI 
                            Holdings Ltd., a diverse holding company with interests in garment 
                            manufacturing, property development, hospitality and 
                            telecommunications. Director of The New World Infrastructure Limited 
                            (listed on the Hong Kong Stock Exchange) and The Gieves Group PLC 
                            (listed on the London Stock Exchange). 

T. J. Dermot Dunphy(1)  ... Chairman of the Board and Chief Executive Officer of the Company. 1969      66 
                            Director of Public Service Enterprise Group Incorporated, Summit 
                            Bancorp and Summit Bank. 

                                9           

<PAGE>
                                                                                            DIRECTOR 
            NAME                                 BUSINESS EXPERIENCE                         SINCE     AGE 
- --------------------------  ------------------------------------------------------------- ----------  ----- 
Virginia A. Kamsky(2) ..... Founder, Chairman and Co-Chief Executive Officer of Kamsky Associates 1990  44 
                            Inc., an advisory, consultancy and investment firm specializing 
                            in The People's Republic of China. 

John E. Phipps(2).......... Private investor. General partner of Phipps Ventures and Director 1975      65 
                            of Bessemer Group, Bessemer Securities Corporation, Bessemer Trust 
                            Company, Bessemer Trust Company of Florida and Bessemer Trust Company, 
                            N.A. 
</TABLE>


- ------------ 
(1)    Director of old Sealed Air since the year indicated; became a director 
       of the Company in 1998. 
(2)    Director of the Company since the year indicated. 

                     COMMITTEES OF THE BOARD OF DIRECTORS 

   Set forth below is a description of the current committees of the Board of 
Directors and those that were maintained by the Company prior to the Merger. 

CURRENT COMMITTEES OF THE BOARD OF DIRECTORS 

   The Company's Board of Directors currently maintains an Audit Committee 
and an Organization and Compensation Committee (the "Organization and 
Compensation Committee"). The members of such committees are directors who 
are neither officers nor employees of the Company. These committees have the 
same responsibilities as the corresponding committees previously maintained 
by old Sealed Air. The Board of Directors has not established a nominating 
committee. 

   The principal responsibilities of the Audit Committee are to advise the 
Board of Directors as to the selection of auditors, to confer with the firm 
appointed to audit the books and accounts of the Company and its subsidiaries 
and to determine, and from time to time report to the Board of Directors 
upon, the scope of such auditing. The current members of the Audit Committee 
are Messrs. Brown, Cheng, Codey, Farrell and San Soucie (Chairman). During 
1997, the members of the Audit Committee of old Sealed Air were Messrs. 
Codey, Farrell and San Soucie (Chairman). Such committee held three meetings 
during 1997 (excluding actions by unanimous written consent.) 

   The principal responsibilities of the Organization and Compensation 
Committee are to determine the compensation of the officers of the Company 
and of the other employees of the Company or any of its domestic subsidiaries 
with a base annual salary of $100,000 or more, to administer the Company's 
Contingent Stock Plan and all option plans and to authorize the issuance of 
shares of the Company's Common Stock under the Contingent Stock Plan, to 
perform the duties and responsibilities of the Board of Directors under the 
Company's Profit-Sharing Plan (except the authority to determine the amount 
of the Company's annual contribution to such Plan) and the other 
tax-qualified retirement plans sponsored by the Company, and to consider and 
advise the Board of Directors from time to time with respect to the 
organization and structure of the management of the Company. The current 
members of the Organization and Compensation Committee are Messrs. Castle, 
Freeman, Miller (Chairman) and Phipps and Ms. Kamsky. During 1997, the 
members of the Organization and Compensation Committee of old Sealed Air were 
Messrs. Castle, Freeman and Miller (Chairman). Such committee held three 
meetings during 1997 (excluding actions by unanimous written consent.) 

COMMITTEES OF THE BOARD PRIOR TO THE MERGER 

   Prior to the Merger, the Company maintained an Audit Committee, a 
Compensation, Employee Benefits and Stock Incentive Committee, a Nominating 
Committee and a Committee on Corporate Responsibility. 

                               10           

<PAGE>
   The Audit Committee was responsible for reviewing the financial 
information that the Company provides to stockholders and others, the 
Company's internal controls, and its auditing, accounting and financial 
reporting processes generally. This Committee's specific responsibilities 
included (a) recommending to the Board the selection of independent certified 
public accountants to audit the annual financial statements of the Company 
and its consolidated subsidiaries, (b) reviewing the annual financial 
statements, and (c) meeting with the Company's senior financial officers, 
internal auditors and independent certified public accountants to review the 
scope and results of the audit and other matters regarding the Company's 
accounting, financial reporting and internal control systems. Messrs. Brown 
and Cheng were members of this committee, which met four times during 1997. 

   The Compensation, Employee Benefits and Stock Incentive Committee (the 
"Old Grace Compensation Committee") made recommendations to the Board with 
respect to the salary and annual and long-term incentive compensation of 
certain officers and other high-level employees, as well as the Company's 
benefit plans, programs and arrangements generally. This Committee also 
administered the Company's stock incentive plans, determining the recipients 
and terms of stock incentives. Mr. Phipps was a member of such committee, 
which met eight times during 1997. 

   The Nominating Committee recommended to the Board candidates for 
nomination as directors of the Company. Mr. Phipps chaired that committee, 
which met once during 1997. 

   The Committee on Corporate Responsibility advised management on the 
Company's role in the public sector and its responsibility with respect to 
matters of public policy. Messrs. Brown and Cheng and Ms. Kamsky were members 
of such committee, which met once during 1997. 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 

   None of the members of the Organization and Compensation Committee or the 
former Organization and Compensation Committee of old Sealed Air has been an 
officer or employee of the Company or any of its subsidiaries. Until the end 
of 1983, Mr. Miller was the President of Cellu-Products Company, a 
corporation that old Sealed Air acquired in October 1983. 

   Mr. Dunphy is a member of the Organization and Compensation Committee of 
the Board of Directors of Public Service Enterprise Group Incorporated, the 
parent company of Public Service Electric and Gas Company. Such committee 
administers the compensation program for executive officers of Public Service 
Electric and Gas Company. Mr. Codey is the President and Chief Operating 
Officer of Public Service Electric and Gas Company. 

                               11           

<PAGE>
                           DIRECTORS' COMPENSATION 

   Set forth below are descriptions of the Company's current non-employee 
directors' compensation program as well as of the program that was in effect 
for non-employee directors of the Company prior to the Merger. 

CURRENT DIRECTORS COMPENSATION 

   Each member of the Board of Directors who is neither an officer nor an 
employee of the Company (each a "non-employee director") receives an annual 
retainer fee for serving as a director. The Board of Directors intends to pay 
such retainer in the form of an annual grant of 1,200 shares of the Company's 
Common Stock (subject to adjustment in certain events) to each eligible 
director who is elected at each annual meeting of stockholders. Such grant is 
intended to be made under the Restricted Stock Plan for Non-Employee 
Directors (the "Directors Stock Plan"), subject to approval of the Directors 
Stock Plan at the Annual Meeting. See "Approval of Restricted Stock Plan for 
Non-Employee Directors" below for a description of the terms of the Directors 
Stock Plan. 

   In addition, each member of the Audit Committee and the Organization and 
Compensation Committee receives a retainer fee of $2,000 per year for serving 
as a member of such committee. The chairman of each such committee receives 
an additional retainer fee of $2,000 per year for serving as such. Each 
non-employee director also receives a fee of $1,000 for each Board or 
committee meeting attended. These fees are paid in cash in quarterly 
installments. All directors are reimbursed for expenses incurred in attending 
Board or committee meetings. 

   The current compensation program for non-employee directors of the Company 
is substantially the same as the program for non-employee directors of old 
Sealed Air during 1997. During 1997, each non-employee director of old Sealed 
Air (which included all of the directors of old Sealed Air other than Mr. 
Dunphy) received a retainer grant of 1,200 shares of Common Stock at a price 
of $1.00 per share following his election at the 1997 Annual Meeting of 
Stockholders of old Sealed Air. The non-employee directors of old Sealed Air 
also received the cash fees described in the preceding paragraph. 

DIRECTORS COMPENSATION PRIOR TO THE MERGER 

   Under the compensation program for non-employee directors of the Company 
that was in effect prior to the Merger, (a) each non-employee director was 
entitled to receive an annual retainer of $50,000, of which $35,000 was in 
the form of Old Grace Common Stock, and the balance was in cash or Old Grace 
Common Stock, at the election of the director, (b) each committee chair 
received an additional annual retainer of $3,000 in cash or Old Grace Common 
Stock, at the election of the director, and (c) each non-employee director 
received $2,000 for each Board meeting and $1,000 for each committee meeting 
attended (except that committee chairs received $1,200 per committee 
meeting), in cash or Old Grace Common Stock, at the election of the director. 
Each of Messrs. Brown, Cheng and Phipps and Ms. Kamsky participated in this 
compensation program. 

   A non-employee director of the Company could defer payment of all or part 
of the fees received for attending Board and committee meetings and/or the 
cash retainers (or cash portions of the retainers) referred to above. The 
deferred cash (plus an interest equivalent) was payable to the director or 
his or her heirs or beneficiaries in a lump sum or in quarterly installments 
over two to 20 years following a date specified by the director (but in no 
event earlier than the director's termination from service). The interest 
equivalent on deferred cash was computed at the higher of (a) the prime rate 
plus two percentage points or (b) 120% of the prime rate, in either case 
compounded semiannually. The portion of the annual retainer payable in Old 
Grace Common Stock could be deferred and held, and the balance of the annual 
retainer or other retainers and/or fees a director elected to receive in the 
form of Old Grace Common Stock was deferred and held, in a deferred 
compensation trust established by the Company. In connection with the Merger, 
New Grace assumed responsibility for all deferred compensation payable to the 
directors and has treated the transition of such program to New Grace as the 
termination from service of Messrs. Brown, Cheng and Phipps and Ms. Kamsky. 

                               12           

<PAGE>
   Prior to July 1, 1997, the Company maintained a retirement plan for 
non-employee directors in which Messrs. Brown and Phipps had accrued benefits 
as of that date. Upon the termination of that plan effective July 1, 1997, 
benefits earned and accrued were frozen, vested and converted to present 
value. The present value of this vested benefit was deferred in cash or in 
Old Grace Common Stock, at the election of the director, on the basis 
described in the preceding paragraph. 

   Non-employee directors of the Company were also reimbursed for expenses 
they incurred in attending Board and committee meetings. The Company also 
maintained business travel accident insurance coverage for them. In addition, 
non-employee directors could receive $1,000 per day for work performed at the 
request of the Company. 

   The Company previously had a consulting agreement with Kamsky Associates 
Inc. (of which Ms. Kamsky is chairman and co-chief executive officer) 
relating to its interests in The People's Republic of China. The agreement 
expired on May 31, 1997 (and was not renewed) and provided for monthly fees 
of $25,000, plus additional payments based on the extent to which the Company 
established certain business relationships in The People's Republic of China. 
In 1997, the Company paid fees totaling $125,000 under this agreement. 

                            EXECUTIVE COMPENSATION 

   The regulations of the Securities and Exchange Commission ("SEC") 
applicable to proxy statements require the inclusion of certain information 
relating to executive compensation for the Company's most recently completed 
fiscal year. Notwithstanding the Merger and the changes in the management of 
the Company that have occurred in connection with the Merger, the rules of 
the SEC require the Company to include in this Proxy Statement executive 
compensation information concerning the Company's executive officers and 
certain of its compensation plans and arrangements for 1997 and prior years, 
even though most of such executive officers ceased to be affiliated with the 
Company upon the effectiveness of the Merger. 

   Since all of the executive officers of old Sealed Air immediately prior to 
the Merger have become executive officers of the Company and the Company 
intends to adopt the executive compensation program of old Sealed Air to 
replace the Company's previous executive compensation program, the Company 
believes that it is important to include executive compensation information 
relating to old Sealed Air for 1997 and prior years in order to provide a 
full understanding of the Company. Accordingly, the Company has included in 
this Proxy Statement both the executive compensation information for old 
Sealed Air that would have been furnished in a proxy statement for an annual 
meeting of the stockholders of old Sealed Air held in 1998 as well as 
executive compensation information relating to the management of the Company 
during 1997 to the extent that such information is available. Annex B to this 
Proxy Statement contains a Summary Compensation Table and related 
compensation information for old Sealed Air covering 1997 and prior years, 
and Annex C to this Proxy Statement contains a Summary Compensation Table and 
related compensation information for the Company covering 1997 and prior 
years. 

REPORT OF OLD SEALED AIR'S ORGANIZATION AND COMPENSATION COMMITTEE 
ON EXECUTIVE COMPENSATION 

   The following report of the Organization and Compensation Committee of old 
Sealed Air sets forth information about the executive compensation program of 
old Sealed Air, which is the executive compensation program being implemented 
by the Company following the Merger, and the 1997 compensation of the 
executive officers of old Sealed Air named in the Summary Compensation Table 
attached to this Proxy Statement as Annex B. The Company does not have 
available to it a report of the Old Grace Compensation Committee. 

   Compensation Philosophy 

   Old Sealed Air's executive compensation program consisted of salaries, 
annual bonuses tied to performance, and awards under old Sealed Air's 
Contingent Stock Plan, which was substantially the same as the 1998 
Contingent Stock Plan of the Company, described below. Old Sealed Air's 
executive 

                               13           

<PAGE>
compensation philosophy was to provide salaries that were modest when 
compared with manufacturing companies of comparable size and annual bonuses 
that were higher than those provided by such companies. Old Sealed Air also 
made substantial awards of its common stock under its Contingent Stock Plan 
as long-term incentive compensation to its executives when the Committee felt 
such awards were appropriate. In reaching its decisions, the Committee was 
guided by its own judgment and those sources of information (including 
compensation surveys) that the Committee considered reliable. 

   This program was designed to provide appropriate incentives toward 
achieving old Sealed Air's annual and long-term strategic objectives, to 
support a performance-oriented environment based on the attainment of goals 
and objectives intended to benefit old Sealed Air and its stockholders, to 
create an identity of interests between old Sealed Air's executives and its 
stockholders, and to attract, retain and motivate key executives. The 
Committee believes that this program effectively provided these incentives as 
shown by the long-term record of growth and enhancement of stockholder value 
achieved by old Sealed Air. 

   Salaries and Annual Bonuses 

   The Committee was responsible for setting the compensation of old Sealed 
Air's executive officers, including the executive officers listed in the 
Summary Compensation Table set forth in Annex B, and other employees of old 
Sealed Air or any of its domestic subsidiaries with base salaries of $100,000 
or more. The Committee conducted an annual compensation review during the 
first quarter of each year. The Chief Executive Officer of old Sealed Air 
submitted salary and bonus recommendations to the Committee for the other 
executive officers and employees whose compensation was set by the Committee. 
Following a review of those recommendations, the Committee approved cash 
bonuses for the prior year and salary rates and cash bonus objectives for the 
current year for the other executive officers and employees with such 
modifications to the Chief Executive Officer's recommendations as the 
Committee considered appropriate. Also, the Committee could adjust salaries 
for specific executive officers or employees at other times during the year 
when there were significant changes in the responsibility of such officers or 
employees. 

   The Committee based its decisions on adjustments to salary and cash bonus 
objectives principally on changes in the responsibilities of the particular 
executive and on the Committee's evaluation of the market demand for 
executives of the capability and experience employed by old Sealed Air in 
relation to the total compensation paid to the particular executive. The 
Committee set annual cash bonus objectives at a level that linked a 
substantial portion of each individual's annual cash compensation to 
attaining the performance objectives discussed below in order to provide 
appropriate incentives to attaining such objectives. 

   Cash bonuses were determined based upon the attainment of corporate and 
individualized performance objectives for the year in question. The Committee 
did not apply a fixed weight to corporate or individual performance goals in 
deciding the amount of cash bonuses, although the Committee generally placed 
greater emphasis on financial performance than on other personal performance 
objectives. 

   The principal measure of corporate performance used to establish annual 
cash bonuses was the extent to which old Sealed Air achieved its business 
plan for the year in question. Such business plan was developed by management 
and approved by the Board of Directors before the beginning of such year. The 
Committee did not rely exclusively on any single measure of financial 
performance to measure achievement of old Sealed Air's business plan. 
However, the greatest weight was given to the achievement of budgeted targets 
for net sales, operating profit, net earnings, and measures of expense 
control and balance sheet management such as earnings before taxes, interest, 
depreciation and amortization (commonly called "EBITDA"). Old Sealed Air did 
not make its business plans public, nor did it make public projections of its 
financial performance. Accordingly, the specific financial targets upon which 
annual cash bonus objectives were based were not publicly available. 
Executives other than the Chief Executive Officer were also evaluated based 
upon their attainment of individualized management objectives within their 
particular areas of responsibility. For each executive officer who had 
overall responsibility for an operating unit of old Sealed Air, such 
individualized objectives included the operating unit's achievement of its 
own financial targets. 

                               14           

<PAGE>
   During the first quarter of 1997, the Organization and Compensation 
Committee of old Sealed Air conducted a compensation review for the executive 
officers of old Sealed Air named in the Summary Compensation Table set forth 
in Annex B other than the Chief Executive Officer, in connection with which 
old Sealed Air's Chief Executive Officer submitted recommendations to the 
Organization and Compensation Committee for 1996 cash bonuses, 1997 salary 
adjustments and 1997 cash bonus objectives. The Committee approved such 
recommendations with such modifications as the Committee deemed appropriate, 
none of which was material. None of such executive officers received a salary 
increase in 1997, although most of them had received increases during the 
second half of 1996. 

   Cash bonuses for 1997 for the executive officers of old Sealed Air named 
in the Summary Compensation Table set forth in Annex B were determined by the 
Committee during the first quarter of 1998. These bonuses reflected old 
Sealed Air's achievement of its principal financial objectives during 1997, 
recognition of the role of certain of such officers in the pending Merger, 
and the Committee's evaluation of each officer's degree of attainment of such 
officer's other performance goals for 1997. 

   Compensation of the Chief Executive Officer 

   The Organization and Compensation Committee of old Sealed Air evaluated 
the performance of the Chief Executive Officer, reviewed its evaluation with 
him, and based on that evaluation and review decided his compensation and 
performance and bonus objectives. The Organization and Compensation Committee 
and the Chief Executive Officer believed that his cash compensation should be 
weighted somewhat toward annual incentive compensation in the form of cash 
bonuses rather than salary but that, on an overall basis, his compensation 
should be weighted more heavily toward long-term incentive compensation 
derived from equity ownership in old Sealed Air through its Contingent Stock 
Plan. Accordingly, Mr. Dunphy's salary remained at the same rate in 1997 as 
was established in 1991. 

   The Organization and Compensation Committee based its determination of the 
annual cash bonus for the Chief Executive Officer on the corporate 
performance goals discussed above and the Chief Executive Officer's 
leadership in providing strategic direction to old Sealed Air, in developing 
and maintaining an effective management team for old Sealed Air and in 
communicating and implementing a strong corporate culture and vision within 
and outside old Sealed Air. As a result of the annual compensation review 
conducted in the first quarter of 1998, based upon old Sealed Air's 
achievement of its principal financial objectives during 1997, Mr. Dunphy's 
leadership in the Merger, and Committee's determination of Mr. Dunphy's 
attainment of his other performance objectives for 1997, the Committee 
established Mr. Dunphy's 1997 annual cash bonus at the level shown in the 
Summary Compensation Table in Annex B. 

   Contingent Stock Plan 

   Old Sealed Air's Contingent Stock Plan, which was established in 1976, was 
intended to provide an effective method of motivating performance of key 
employees, including executive officers of old Sealed Air, and of creating an 
identity of interests in participating employees with the interests of the 
stockholders. The Plan provided for the award of shares of common stock to 
such key employees of old Sealed Air or any of its subsidiaries as the 
Organization and Compensation Committee determined to be eligible for awards. 
It was expected that recipients of awards would retain a substantial portion 
of the shares awarded to them to foster an identity of interests with the 
stockholders of old Sealed Air. 

   Shares of common stock issued under this Plan were subject to an option in 
favor of the Company for three years after they were awarded, or such longer 
period as may have been determined by the Organization and Compensation 
Committee, to repurchase the shares upon payment of an amount equal to the 
price at which such shares were issued, which was always $1.00 per share. 
This option was exercisable by the Company only upon the termination of an 
employee's employment during such period other than as a result of death or 
total disability. Such option terminates upon the occurrence of any of 
certain events related to change of control of the Company specified in the 
Plan. In connection with the Merger, the Plan was amended to provide that the 
Merger would not constitute a change of control that would terminate the 
Company's repurchase option with respect to the shares of old Sealed Air 
Common Stock outstanding under the Plan. Shares of Common Stock issued 
pursuant to this Plan may not be sold, transferred or encumbered by the 
employee while the Company's option to repurchase the shares remains in 
effect. 

                               15           

<PAGE>
   Awards were made under the Contingent Stock Plan both to reward short-term 
performance with equity-based compensation and to motivate the recipient's 
long-term performance. The Organization and Compensation Committee did not 
follow the practice of making annual or other periodic awards to individuals 
who were determined to be eligible to participate in the Plan. However, the 
Organization and Compensation Committee regularly reviewed the stock 
ownership of key employees and, when it deemed it appropriate, made awards 
under the Plan to reflect the contributions of those individuals to specific 
Company achievements and to provide motivation toward the achievement of 
additional strategic objectives. 

   During 1997, of the executive officers named in the Summary Compensation 
Table, awards were made under the Plan to Messrs. Dunphy and Hickey. Such 
awards were made to recognize their achievements and efforts related to 
entering into the Merger Agreement and completing the transactions 
contemplated by that Agreement. 

   Compliance with Section 162(m) of the Internal Revenue Code 

   Awards under old Sealed Air's Contingent Stock Plan were not subject to 
the attainment of pre-established objective performance goals. Thus, 
compensation associated with awards under such Plan to the executive officers 
named in the Summary Compensation Table, when taken together with their other 
annual compensation, could become subject to the limitations of Section 
162(m) of the Internal Revenue Code of 1986, as amended, under which old 
Sealed Air could deduct for federal tax purposes no more than $1 million of 
annual compensation paid to any such executive officer. The compensation 
related to awards made in prior years to one of the named executive officers 
under the Contingent Stock Plan that were scheduled to vest during 1997, when 
added to other compensation paid to such officer in 1997, would have been 
partially non-deductible to old Sealed Air under Section 162(m). With the 
approval of the Organization and Compensation Committee, the vesting schedule 
for such award was amended so that old Sealed Air's option to repurchase the 
shares covered by such award was extended into subsequent years. As a result, 
non-deductible compensation under Section 162(m) in 1997, if any, was 
minimal. 

   The Organization and Compensation Committee's policy was to structure 
executive compensation to be deductible without limitation where doing so 
would further the purposes of old Sealed Air's executive compensation 
program. Thus, the Organization and Compensation Committee could authorize 
additional extensions of vesting dates for awards under old Sealed Air's 
Contingent Stock Plan. However, the Organization and Compensation Committee 
believed that compensation of its executive officers could not always be 
based upon fixed formulas and that the prudent use of discretion in 
determining compensation would sometimes be in the best interests of old 
Sealed Air and its stockholders. In some cases, the Organization and 
Compensation Committee in the exercise of such discretion may have approved 
executive compensation that was not fully deductible. However, the Company 
does not expect the limitations on deductibility to have a material impact on 
its financial condition. 

   Stock Performance 

   While the Organization and Compensation Committee took note of the 
performance of old Sealed Air's Common Stock in its compensation decisions, 
it did not consider such performance to be a principal determinant in making 
such decisions, since total return to stockholders as reflected in the 
performance of old Sealed Air's stock price was subject to factors affecting 
the securities markets that were unrelated to old Sealed Air's performance. 

   Since management compensation was based upon factors relating to old 
Sealed Air's growth and profitability and the contributions of each of its 
executives to the achievement of old Sealed Air's objectives, the 
Organization and Compensation Committee believed that appropriate incentives 
were provided to align management's interests with the long-term growth and 
development of old Sealed Air and the interests of its stockholders. The 
Organization and Compensation Committee also believed that there were many 
ways by which its executive officers and other executives contributed to 
building a successful company. While the results of those efforts could 
eventually appear in the financial statements or be reflected in old Sealed 
Air's stock price, many long-term strategic decisions made in pursuing old 
Sealed Air's growth and development may have had little visible impact in the 
short term. 

                               16           

<PAGE>
   The Organization and Compensation Committee notes that the performance of 
the Common Stock of old Sealed Air in the five-year period ended December 31, 
1997 exceeded that of both the Standard & Poor's 500 Stock Index and the peer 
group index shown in the performance table appearing below. Stockholders of 
old Sealed Air who held shares of the common stock of old Sealed Air 
throughout the period had a total return of 392% (or an annual compounded 
return of 38%). This total return compares to a five-year total return of 
149% (or an annual compounded return of 20%) for the Standard & Poor's 500 
Stock Index and a five-year total return of 27% (or an annual compounded 
return of 5%) for the peer group index shown in the performance table 
appearing below. 

                            Organization and Compensation Committee 
                            of the Board of Directors of old Sealed Air 

                                     Alan H. Miller, Chairman 
                                     John K. Castle 
                                     David Freeman 

                               17           

<PAGE>
COMMON STOCK PERFORMANCE COMPARISONS 

   The following graph compares for the five years ended December 31, 1997 
the cumulative total return on an investment of $100 assumed to have been 
made on December 31, 1992 in the common stock of old Sealed Air (trading 
symbol: SEE) (after giving effect to a two-for-one stock split effected in 
1995 for all periods presented) with that of comparable investments assumed 
to have been made on such date in (a) the Standard & Poor's 500 Stock Index 
and (b) an arithmetic average of the chemicals (specialty) segment and the 
containers-paper segment of such index (the "peer group index"), the two 
published Standard & Poor's market segments with which old Sealed Air was 
usually compared by the investment community. 

   Total return for each assumed investment assumes the reinvestment of all 
dividends on December 31 of the year in which such dividends were paid. Old 
Sealed Air did not pay any cash dividends during this five-year period. 

   Following the Merger, the Company's Common Stock and Preferred Stock are 
listed on the New York Stock Exchange (trading symbols: SEE and SEE PrA, 
respectively). 

   The information necessary to show the performance of Old Grace Common 
Stock during the same period is not available to the Company. 

[THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND 
ACCURATE DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR 
THE PURPOSE OF EDGAR FILING.]


<TABLE>
<CAPTION>

                                      December 31,            1992      1993       1994       1995        1996       1997
                                      ------------            ----      ----       ----       ----        ----       ----
<S>                                                           <C>      <C>        <C>        <C>        <C>        <C>    
Old Sealed Air                                                $100     $125.87    $144.28    $222.89    $331.34    $491.54
Composite Chemicals (Specialty)/Containers-Paper Index         100       93.05      97.34     100.03     117.58     127.18
Composite  S&P 500                                             100      109.94     111.36     152.68     187.32     249.32
</TABLE>




                               18           

<PAGE>
                              EXECUTIVE OFFICERS 

   The information appearing in the table below sets forth the current 
position or positions held by each current executive officer of the Company, 
his or her age as of May 5, 1998, the year in which he or she first was 
elected to the position currently held with the Company or with old Sealed 
Air (as indicated in the footnote to the table), and the year in which he or 
she first was elected an officer of the Company or of old Sealed Air (as 
indicated in the footnote to the table). 

   All of the Company's officers serve at the pleasure of the Board of 
Directors. All officers have been employed by the Company, old Sealed Air or 
their subsidiaries for more than five years. There are no family 
relationships among any of the Company's officers or directors. 


<TABLE>
<CAPTION>
 NAME AND                        AGE AS OF    FIRST ELECTED TO  FIRST ELECTED 
CURRENT POSITION                MAY 5, 1998   CURRENT POSITION    AN OFFICER 
- -----------------------------  ------------- ----------------  --------------- 
<S>                            <C>           <C>               <C>
T. J. Dermot Dunphy...........       66             1971             1971 
 Chairman of the Board, 
 Chief Executive Officer 
 and Director 
William V. Hickey.............       53             1996             1980 
 President and Chief 
 Operating Officer 
J. Gary Kaenzig, Jr.*.........       52             1998             1995 
 Executive Vice President 
Bruce A. Cruikshank...........       54             1996             1990 
 Senior Vice President 
Robert A. Pesci...............       52             1997             1990 
 Senior Vice President 
Jonathan B. Baker.............       45             1994             1994 
 Vice President 
James A. Bixby................       54             1990             1990 
 Vice President 
Leonard R. Byrne*.............       56             1998             1998 
 Vice President 
Mary A. Coventry .............       44             1994             1994 
 Vice President 
Jean-Luc Debry................       53             1992             1992 
 Vice President 
Paul B. Hogan.................       58             1995             1995 
 Vice President 
James P. Mix .................       46             1994             1994 
 Vice President 
Abraham N. Reichental ........       41             1994             1994 
 Vice President 
Horst Tebbe...................       57             1997             1986 
 Vice President--Finance 
 and Chief Financial Officer 
Alan S. Weinberg*.............       56             1998             1998 
 Vice President 
Jeffrey S. Warren.............       44             1996             1996 
 Controller 
H. Katherine White ...........       52             1998             1996 
 General Counsel and 
  Secretary 
</TABLE>

- ------------ 
*      Prior to the Merger, Mr. Kaenzig served as Senior Vice President of the 
       Company and as President of the Cryovac packaging business of the 
       Company, and Messrs. Byrne and Weinberg were executives of the Cryovac 
       packaging business of the Company. Prior to the Merger, all other 
       persons listed in the table were executive officers of old Sealed Air. 

                               19           

<PAGE>
             APPROVAL OF AMENDMENTS TO THE CONTINGENT STOCK PLAN 

   In 1976, the stockholders of old Sealed Air adopted that company's 
Contingent Stock Plan (the "1976 Contingent Stock Plan") to provide 
incentives to permit those employees responsible for old Sealed Air's growth 
to share directly in that growth and to further the identity of their 
interests with those of the stockholders of old Sealed Air. On April 2, 1998, 
the Board of Directors of the Company adopted the Contingent Stock Plan of 
the Company (the "1998 Contingent Stock Plan"), which was substantially the 
same as the 1976 Contingent Stock Plan of old Sealed Air in effect 
immediately before the Merger. The 1998 Contingent Stock Plan as so adopted 
provided for awards of up to 450,450 shares of Common Stock, which was the 
number of shares of old Sealed Air Common Stock available for awards under 
the 1976 Contingent Stock Plan immediately before the Merger. 

   On April 23, 1998, the Board of Directors unanimously approved amendments 
to the 1998 Contingent Stock Plan, subject to the approval by the 
stockholders of those amendments that require stockholder approval. These 
amendments increase the maximum number of shares of the Company's Common 
Stock that may be awarded under the 1998 Contingent Stock Plan and make 
certain other changes in the 1998 Contingent Stock Plan as described below. A 
copy of the 1998 Contingent Stock Plan as currently in effect and as proposed 
to be amended is attached as Annex D to this Proxy Statement. 

   The 1998 Contingent Stock Plan provides for the award of shares of Common 
Stock to such key employees of the Company or any of its subsidiaries as the 
Organization and Compensation Committee determines to be eligible for awards. 
Recipients of awards are expected to retain a substantial portion of the 
shares awarded to them to foster an identity of interest with the 
stockholders of the Company. 

   Shares of Common Stock issued under the 1998 Contingent Stock Plan are 
subject to an option in favor of the Company for a period of three years 
after they are awarded, or such longer period as may be determined by the 
Organization and Compensation Committee, to repurchase the shares upon 
payment of an amount equal to the price at which such shares were issued, 
which will generally be $1.00 per share. This option is exercisable by the 
Company only upon the termination of an employee's employment during such 
period other than as a result of death or total disability. Such option 
terminates upon the occurrence of any of certain events related to change of 
control of the Company specified in the 1998 Contingent Stock Plan. Shares of 
Common Stock issued under the 1998 Contingent Stock Plan may not be sold, 
transferred or encumbered by the employee while the Company's option to 
repurchase the shares remains in effect. 

   The proposed amendments to the 1998 Contingent Stock Plan are as follows: 

     (i) The number of shares authorized for awards under the 1998 Contingent 
    Stock Plan would be increased from 450,450 shares to 2,500,000 shares, 
    thereby authorizing the issuance of an additional 2,049,550 shares of 
    Common Stock under the 1998 Contingent Stock Plan. 

     (ii) The Organization and Compensation Committee would be authorized to 
    award shares of Common Stock subject to a shorter period during which such 
    shares are subject to the Company's repurchase option than the current 
    three year minimum period. This proposed amendment is intended to 
    introduce flexibility into the 1998 Contingent Stock Plan that would 
    permit it to be used as a vehicle to make awards of shares of Common Stock 
    that would be subject to performance-based criteria. For example, such 
    amendment would permit awards to be subject to performance-based criteria 
    that could be satisfied in less than three years, with the shares 
    remaining subject to the Company's repurchase option only during the 
    remainder of the three-year period. Awards under this Plan that are 
    subject to the satisfaction of performance-based criteria will be made to 
    executive officers of the Company only after a performance-based plan is 
    adopted by the Board of Directors, subject to stockholder approval. 

     (iii) The amendment provisions of the 1998 Contingent Stock Plan are 
    proposed to be amended so that stockholder approval will only be required 
    for amendments that increase the number of shares available for issuance 
    under the Plan, either in the aggregate or to any one person, or that 
    decrease the minimum price at which shares of Common Stock may be issued 
    under the Plan. 

                               20           

<PAGE>
    Stockholder approval will no longer be required for amendments that 
    decrease the minimum three-year repurchase option period or that expand 
    the class of persons eligible to receive awards under the Plan. There are 
    no current plans to make any such amendments, but approval of this change 
    will introduce flexibility into the Plan. 

   The Board of Directors believes that the 1976 Contingent Stock Plan served 
old Sealed Air as an effective method of motivating performance of key 
employees and of creating an identity of interests in participating employees 
with the interests of stockholders and that the 1998 Contingent Stock Plan 
will serve the same objectives for the Company. To enable the 1998 Contingent 
Stock Plan to fulfill its role in providing incentives to eligible employees, 
the Board of Directors believes that additional shares of Common Stock should 
be authorized for issuance under the 1998 Contingent Stock Plan and that the 
other proposed amendments to the 1998 Contingent Stock Plan should be 
approved. 

   Although no plans have been made for the grant of future awards to any 
specific individual, if the proposed amendments are approved, the Company's 
executive officers will be among the employees of the Company and its 
subsidiaries eligible to receive awards in the future. Directors of the 
Company who are not officers or employees of the Company or its subsidiaries 
are not eligible to receive awards under the Contingent Stock Plan. Since 
April 2, 1998, Messrs. Dunphy, Hickey, Kaenzig, Cruikshank and Pesci have 
received awards of 80,000, 40,000, 23,500, 10,000 and 10,000 shares of Common 
Stock, respectively, the executive officers as a group have received awards 
of 191,500 shares (including the awards to such five named executive 
officers), and approximately 300 employees other than executive officers have 
received awards of 220,200 shares. These awards are not conditioned upon 
stockholder approval of the proposed amendments to the Contingent Stock Plan. 
On May [ ], 1998, the closing price per share of Common Stock was $[   ]. 

   THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL. 

         APPROVAL OF RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS 

   On April 23, 1998, the Board of Directors approved the Restricted Stock 
Plan for Non-Employee Directors (the "Directors Stock Plan") for submission 
to the stockholders at the Annual Meeting. The Directors Stock Plan will 
become effective upon its approval by the stockholders. A copy of the 
Directors Stock Plan is attached to this Proxy Statement as Annex E. The 
Directors Stock Plan is substantially the same as the Restricted Stock Plan 
for Non-Employee Directors that was maintained by old Sealed Air prior to the 
Merger. 

   If the Director Stock Plan is approved, each director of the Company who 
is not an officer or employee of the Company (each a "Non-Employee Director") 
will be eligible to receive grants of shares of Common Stock under the 
Directors Stock Plan as described below. 

   The Directors Stock Plan is intended to enhance the ability of the Company 
to attract and retain Non-Employee Directors of exceptional ability, to 
motivate its Non-Employee Directors, and to promote the common interest of 
Non-Employee Directors and stockholders in enhancing the value of the 
Company's Common Stock. Each of the nominees for director and each of the 
continuing directors other than Mr. Dunphy is eligible for grants of Common 
Stock under the Directors Stock Plan. 

   If the Directors Stock Plan is approved by the stockholders, the Company 
intends to use the Directors Stock Plan to provide for the payment of the 
annual retainer paid to each Non-Employee Director for serving as a director 
of the Company. Under the Directors Stock Plan, the annual Board retainer is 
set at 1,200 shares of Common Stock, subject to adjustment in certain events, 
and the Directors Stock Plan provides for proportionate grants to be made to 
any Non-Employee Director first elected at other than an annual meeting based 
upon the number of 30-day periods remaining until the next scheduled annual 
meeting of stockholders. At the $    per share closing price of the Company's 
Common Stock on May   , 1998, the value of a grant of 1,200 shares made on 
that date under the Directors Stock Plan to each of the ten Non-Employee 
Directors would have been $    , and a total of 12,000 shares would have been 
awarded to such directors as a group with a total market value of $   . 

                               21           

<PAGE>
   Although the Directors Stock Plan does not prevent the Board from 
exercising its authority to approve the payment of additional retainer fees 
to Non-Employee Directors, the adoption of additional plans or arrangements 
relating to the compensation of Non-Employee Directors, or the amendment of 
the Company's existing cash fees paid to Non-Employee Directors, the Board of 
Directors does not currently intend to make any such changes relating to the 
compensation of Non-Employee Directors if the Directors Stock Plan is 
approved by the stockholders. If the Directors Stock Plan is not approved by 
the stockholders, the Board will adopt such alternative annual retainer fees 
for Non-Employee Directors as it considers appropriate. 

   The Directors Stock Plan provides that each Non-Employee Director of the 
Company will receive grants as follows: 

     (i) Annual Grants. Upon the adjournment of each annual meeting of the 
    stockholders of the Company, each Non-Employee Director who has been 
    elected a director of the Company at such annual meeting or who was not a 
    nominee for election at such annual meeting because his or her term 
    extends past such annual meeting shall receive a grant of 1,200 shares of 
    Common Stock. 

     (ii) Interim Grants. Any Non-Employee Director who is elected a director 
    at other than an annual meeting of the stockholders of the Company shall 
    receive on the date of such election a pro rata grant of shares of Common 
    Stock in the amount of 100 shares of Common Stock for each full 30-day 
    period during the period commencing on and including the date of such 
    person's election as a director and ending on and including the date of 
    the next annual meeting of the stockholders of the Company provided for in 
    accordance with the By-Laws of the Company as then in effect. No shares 
    shall be included in such grant on account of any period of less than 30 
    days. 

   Prior to the issuance of Common Stock to an eligible director, the 
director must pay the Company an issue price equal to the lesser of $1.00 per 
share and ten percent (10%) of the market price per share, but not less per 
share than the par value per share of the Common Stock. All grants under the 
Plan are expected to be made at an issue price of $1.00 per share. Each grant 
of Common Stock pursuant to the Plan is also contingent upon and subject to 
the execution by the Non-Employee Director of an agreement to hold the shares 
of Common Stock covered by such grant in accordance with the terms and 
conditions of the Plan (including without limitation the restrictions on 
disposition provided for in the Plan) and containing such other terms and 
conditions as may be required by counsel to the Company in order to comply 
with federal or state securities laws or other legal requirements. 

   Except as noted below, grants of shares of Common Stock pursuant to the 
Plan are not transferable by the recipient of such award, and no shares of 
Common Stock issued pursuant to the Plan, or any interest therein, may be 
sold, transferred, pledged, encumbered or otherwise disposed of (including 
without limitation by way of gift or donation) by the Non-Employee Director 
to whom such shares are issued while such Non-Employee Director remains a 
director of the Company. During this period, however, as a stockholder of 
record, the Non-Employee Director is entitled to receive any dividends or 
other distributions in respect of shares of Common Stock and has voting 
rights with respect to such shares. Non-Employee Directors are permitted to 
make gifts of shares issued under the Plan to certain family members or to 
trusts or other forms of indirect ownership so long as the Non-Employee 
Director would be deemed a beneficial owner of the shares with a direct or 
indirect pecuniary interest in the shares and would retain voting and 
investment control over the shares while the Non-Employee Director remains a 
director of the Company. 

   The restrictions on the disposition of shares issued pursuant to the Plan 
terminate upon the occurrence of any of certain events related to change of 
control of the Company that are specified in the Plan. No such event that 
would lead to the termination of such restrictions on disposition is 
currently contemplated by the Company. 

   The number of shares issuable pursuant to the Plan and the number of 
shares to be delivered pursuant to annual grants or interim grants are 
subject to adjustment in the event of changes in the Common Stock of the 
Company by reason of any stock dividend, split-up, combination of shares, 
reclassification, recapitalization, merger, consolidation, reorganization or 
liquidation. The Plan authorizes the issuance of 100,000 shares of Common 
Stock for awards under the Plan. 

                               22           

<PAGE>
   The Board of Directors may from time to time amend the Directors Stock 
Plan or discontinue the Plan or any provisions thereof. However, no amendment 
or modification of the Plan may, without the approval of the stockholders of 
the Company, (a) increase the number of shares of Common Stock available for 
grant under the Plan, (b) materially increase the benefits accruing to 
participants under the Plan, (c) modify the requirements as to eligibility 
for participation under the Plan, or (d) change any of the provisions of the 
Plan that deal with amendment or termination of the Plan. 

   THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL. 

                            SELECTION OF AUDITORS 

   On April 2, 1998, after the Merger, the Company engaged KPMG Peat Marwick 
LLP ("Peat Marwick") as its independent accountants to examine and report on 
the Company's financial statements for the fiscal year ending December 31, 
1998, subject to ratification of such engagement by the stockholders at the 
Annual Meeting. The engagement of Peat Marwick was approved by the Board of 
Directors effective April 2, 1998. Peat Marwick had acted as the auditors for 
old Sealed Air since 1963 and is considered well qualified. Old Sealed Air 
consulted with Peat Marwick concerning the accounting treatment of the 
Merger. In accordance with the advice of Peat Marwick, the Merger has been 
treated as a purchase by the Company of old Sealed Air. 

   On April 2, 1998, the Company dismissed Price Waterhouse LLP ("Price 
Waterhouse") as its independent accountants for the fiscal year ending 
December 31, 1998. The reports of Price Waterhouse on the financial 
statements of the Company for the fiscal years ended December 31, 1996 and 
1997 contained no adverse opinion or disclaimer of opinion and were not 
qualified or modified as to uncertainty, audit scope or accounting 
principles. In connection with the audits conducted by Price Waterhouse for 
the fiscal years ended December 31, 1996 and 1997 and through April 2, 1998, 
the Company had no disagreements with Price Waterhouse on any matter of 
accounting principles or practices, financial statement disclosure, or 
auditing scope or procedure, which disagreements, if not resolved to the 
satisfaction of Price Waterhouse, would have caused them to make reference 
thereto in their report on the financial statements for such years and 
periods. During the years ended December 31, 1996 and 1997 and through April 
2, 1998, there were no reportable events (as defined in the SEC's Regulation 
S-K, Item 304(a)(1)(v)). On April 2, 1998, the Company requested that Price 
Waterhouse furnish it with a letter addressed to the SEC stating whether or 
not Price Waterhouse agreed with the above statements. A copy of such letters 
dated April 2, 1998 and April 24, 1998 were filed as Exhibits to the Current 
Report on Form 8-K, Date of Report April 2, 1998, filed by the Company with 
the SEC on April 6, 1998, as amended by Form 8-K/A filed with the SEC on 
April 29, 1998. Prior to the Merger, the Company consulted with Price 
Waterhouse concerning the accounting treatment of the Merger. In accordance 
with the advice of Price Waterhouse, the Merger has been treated as a 
purchase by the Company of old Sealed Air. 

   Proxies received in response to this solicitation will, in the absence of 
contrary specification, be voted in favor of ratification of the appointment 
of Peat Marwick as the independent auditors of the Company for the year 
ending December 31, 1998. 

   Representatives of Peat Marwick and Price Waterhouse are expected to be 
present at the Annual Meeting. Such representatives will have the opportunity 
to make statements if they desire to do so and will be available to respond 
to appropriate questions. 

   THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL. 

                               23           

<PAGE>
              STOCKHOLDER PROPOSALS FOR THE 1999 ANNUAL MEETING 

   In order for stockholder proposals for the 1999 Annual Meeting of 
Stockholders to be eligible for inclusion in the Company's Proxy Statement, 
they must be received by the Company at its principal office in Saddle Brook, 
New Jersey, directed to the attention of the Secretary, no later than January 
21, 1999. 

                                OTHER MATTERS 

   The expenses of preparing, printing and mailing this notice of meeting and 
proxy material and all other expenses of soliciting proxies will be borne by 
the Company. Morrow & Co., Inc., New York, New York, will solicit proxies by 
personal interview, mail, telephone, facsimile, telex or other means of 
electronic transmission and will request brokerage houses, banks and other 
custodians, nominees and fiduciaries to forward soliciting material to the 
beneficial owners of the Common Stock or Preferred Stock held of record by 
such persons. The Company will pay Morrow & Co., Inc. a fee of $20,000 
covering its services and will reimburse Morrow & Co., Inc. for payments made 
to brokers and other nominees for their expenses in forwarding soliciting 
material. In addition, directors, officers and employees of the Company, who 
will receive no compensation in addition to their regular salary, if any, may 
solicit proxies by personal interview, mail, telephone, facsimile or other 
means of electronic transmission. 

   The Company does not know of any matters to be presented at the meeting 
other than those set forth in this Proxy Statement. However, if any other 
matters come before the meeting, it is intended that the holders of the 
proxies may use their discretion in voting thereon. 

                                        By Order of the Board of Directors 

                                            H. Katherine White 
                                                   Secretary 

Saddle Brook, New Jersey 
May 21, 1998 

                               24           

<PAGE>
                                                                       ANNEX A 

           PROPOSED AMENDMENTS* TO THE CERTIFICATE OF INCORPORATION 

I. ARTICLE SEVENTH SHALL BE AMENDED TO READ AS FOLLOWS: 

   SEVENTH: In furtherance, and not in limitation of the powers conferred by 
statute, the Board of Directors is expressly authorized: 

     A. To adopt, amend or repeal the by-laws of the Corporation; [provided, 
    however, that the by-laws adopted by the Board of Directors under the 
    powers hereby conferred may be amended or repealed by the Board of 
    Directors or by the stockholders having voting power with respect thereto, 
    provided further that in the case of amendments by stockholders, the 
    affirmative vote of the holders of at least 80 percent of the voting power 
    of the then outstanding Voting Stock, voting together as a single class, 
    shall be required to alter, amend or repeal any provision of the by-laws;] 

     B. To authorize and cause to be executed mortgages and liens, with or 
    without limit as to amount, upon the real and personal property of the 
    Corporation; 

     C.  To authorize the guaranty by the Corporation of securities, evidences 
    of indebtedness and obligations of other persons, corporations and 
    business entities; 

     D.  By resolution adopted by a majority of the whole board, to designate 
    one or more committees, each committee to consist of two or more of the 
    directors of the Corporation, which, to the extent provided in the 
    resolution, shall have and may exercise the powers of the Board of 
    Directors in the management of the business and affairs of the Corporation 
    and may authorize the seal of the Corporation to be affixed to all papers 
    which may require it. Such committee or committees shall have such name or 
    names as may be determined from time to time by resolution adopted by the 
    Board of Directors. The Board of Directors may designate one or more 
    directors as alternate members of any committee, who may replace any 
    absent or disqualified member at any meeting of the committee. The members 
    of any such committee present at any meeting and not disqualified from 
    voting may, whether or not they constitute a quorum, unanimously appoint 
    another member of the Board of Directors to act at the meeting in the 
    place of any absent or disqualified member. 

All corporate powers of the Corporation shall be exercised by the Board of 
Directors except as otherwise provided herein or by law. [Notwithstanding 
anything contained in this Amended and Restated Certificate of Incorporation 
to the contrary, the affirmative vote of the holders of at least 80 percent 
of the voting power of the then outstanding Voting Stock, voting together as 
a single class, shall be required to amend, repeal or adopt any provision 
inconsistent with paragraph A of this ARTICLE SEVENTH.] 

II. ARTICLES FIFTEENTH AND SIXTEENTH SHALL BE AMENDED TO READ AS 
    FOLLOWS: 

   FIFTEENTH: Subject to the rights of the holders of any series of Preferred 
Stock or any other series or class of stock as set forth in this Amended and 
Restated Certificate of Incorporation to elect additional directors under 
specific circumstances, [any action required or permitted to be taken by the 
stockholders of the Corporation must be effected at a duly called annual or 
special meeting of stockholders of the Corporation and may not be effected by 
any consent in writing in lieu of a meeting of such stockholders. 
Notwithstanding anything contained in this Amended and Restated Certificate 
of Incorporation to the contrary, the affirmative vote of at least 80 percent 
of the voting power of the then outstanding Voting Stock, voting together as 
a single class, shall be required to amend, repeal or adopt any provision 
inconsistent with this ARTICLE FIFTEENTH.] [whenever the vote of stockholders 
at a meeting thereof is required or permitted to be taken for or in 
connection with any corporate action, the meeting and vote of stockholders 
may be dispensed with if a written consent to such corporate action is signed 
by 

- ------------ 
*Language to be deleted is struck out and to be added is in brackets. 
                               A-1           

<PAGE>
the holders of outstanding stock having not less than the minimum number of 
votes that would be necessary to authorize or take such action at a meeting 
at which all shares entitled to vote thereon were present and voted; provided 
that prompt notice must be given to all stockholders of the taking of 
corporate action without a meeting and by less than unanimous written 
consent. 

   SIXTEENTH: [Subject to the rights of the holders of any series of Preferred 
Stock or any other series or class of stock as set forth in this Amended and 
Restated Certificate of Incorporation to elect additional directors under 
specified circumstances, the number of directors of the Corporation shall be 
fixed, and may be increased or decreased from time to time, in such manner as 
may be prescribed by the by-laws. 

   Unless and except to the extent that the by-laws of the Corporation shall 
so require, the election of directors of the Corporation need not be by 
written ballot. 

   The directors, other than those who may be elected by the holders of any 
series of Preferred Stock or any other series or class of stock as set forth 
in this Amended and Restated Certificate of Incorporation, shall be divided 
into three classes, as nearly equal in number as possible. One class of 
directors shall be initially elected for a term expiring at the annual 
meeting of stockholders to be held in 1997, another class shall be initially 
elected for a term expiring at the annual meeting of stockholders to be held 
in 1998, and another class shall be initially elected for a term expiring at 
the annual meeting of stockholders to be held in 1999. Members of each class 
shall hold office until their successors are elected and qualified. At each 
succeeding annual meeting of the stockholders of the Corporation, the 
successors of the class of directors whose term expires at that meeting shall 
be elected by a plurality vote of all votes cast at such meeting to hold 
office for a term expiring at the annual meeting of stockholders held in the 
third year following the year of their election. 

   Subject to the rights of the holders of any series of Preferred Stock or 
any other series or class of stock as set forth in this Amended and Restated 
Certificate of Incorporation to elect additional directors under specified 
circumstances, any director may be removed from office at any time by the 
shareholders, but only for cause. 

   Notwithstanding anything contained in this Amended and Restated 
Certificate of Incorporation to the contrary, the affirmative vote of the 
holders of at least 80 percent of the voting power of the then outstanding 
Voting Stock, voting together as a single class, shall be required to amend, 
repeal or adopt any provision inconsistent with this ARTICLE SIXTEENTH ]

   [Each director shall hold office until a successor is elected at the next 
succeeding annual meeting of stockholders (or, in the case of the directors 
designated as Class II directors prior to the annual meeting of stockholders 
held in 1998, until the annual meeting of stockholders held in 2000 and 
thereafter at the next succeeding annual meeting of stockholders) and 
qualified or until such director's earlier resignation or removal.] 


                               A-2           

<PAGE>
                                                                       ANNEX B 

                        SUMMARY COMPENSATION TABLE FOR 
                      OLD SEALED AIR PRIOR TO THE MERGER 


<TABLE>
<CAPTION>
                                                              LONG-TERM 
                                    ANNUAL COMPENSATION(1)   COMPENSATION 
                                    ---------------------- -------------- 
                                                              CONTINGENT 
                                                                STOCK         ALL OTHER 
NAME AND PRINCIPAL POSITION   YEAR     SALARY      BONUS      AWARDS(2)    COMPENSATION(3) 
- ---------------------------  ------ ----------  ---------- --------------  --------------- 
<S>                          <C>    <C>         <C>        <C>             <C>
T. J. Dermot Dunphy ........  1997    $363,600   $390,000     $2,733,750       $30,250 
 Chairman of the Board        1996     363,600    390,000            -0-        29,000 
 and Chief Executive 
  Officer                     1995     363,600    340,000      1,590,000        29,000 
William V. Hickey ..........  1997    $253,600   $225,000     $1,366,875       $23,850 
 President and Chief          1996     226,100    200,000            -0-        22,600 
 Operating Officer            1995     217,767    150,000        795,000        22,600 
Elmer N. Funkhouser III  ...  1997    $218,600   $120,000     $      -0-       $27,250 
 Senior Vice President (4)    1996     217,433    120,000            -0-        26,000 
                              1995     211,600     95,000            -0-        26,000 
Bruce A. Cruikshank ........  1997    $175,000   $ 80,000     $      -0-       $23,650 
 Senior Vice President        1996     167,100     65,000        396,000        22,400 
                              1995     153,267     52,000            -0-        22,400 
Robert A. Pesci ............  1997    $175,000   $ 75,000     $      -0-       $23,250 
 Senior Vice President        1996     161,933     70,000            -0-        22,000 
                              1995     145,183     60,000        270,000        22,000 
</TABLE>


- ------------ 
(1)    Annual compensation is reported in this table before deducting amounts 
       deferred pursuant to Section 401(k) of the Internal Revenue Code, as 
       amended (the "Code"), under the old Sealed Air Thrift and Tax-Deferred 
       Savings Plan (the "Thrift Plan") or other amounts excludible from 
       income for tax purposes. Perquisites, other personal benefits, 
       securities and property paid or accrued during each year not otherwise 
       reported did not exceed for any named executive officer the lesser of 
       $50,000 or 10% of the annual compensation reported in the Summary 
       Compensation Table for that individual. 
(2)    Represents the fair market value on the date of an award made under the 
       old Sealed Air Contingent Stock Plan after deducting the purchase price 
       of the shares of old Sealed Air Common Stock covered by such award. The 
       total number of unvested shares held by each of the named executive 
       officers as of December 31, 1997 is set forth in the following table, 
       and the fair market values of such unvested shares as of such date are 
       as follows: Mr. Dunphy -- $8,645,000, Mr. Hickey -- $4,847,375, Mr. 
       Cruikshank -- $741,000 and Mr. Pesci -- $617,500. As of such date, such 
       awards, all of which were granted with an original vesting period of 
       three years, which has been extended in certain cases, vested as 
       follows: 


<TABLE>
<CAPTION>
                            1998      1999     2000 
                          -------- --------  -------- 
<S>                       <C>      <C>       <C>           <C>
T. J. Dermot Dunphy  ....  80,000       -0-   60,000 
William V. Hickey .......  48,500       -0-   30,000 
Elmer N. Funkhouser III       -0-       -0-      -0- 
Bruce A. Cruikshank  ....     -0-    12,000      -0- 
Robert A. Pesci .........     -0-    10,000      -0- 
</TABLE>


During the vesting period, pursuant to the terms of such Plan, recipients of 
awards are entitled to receive any dividends or other distributions with 
respect to the unvested shares they hold. 

                               B-1           

<PAGE>
(3)    Includes company contributions to old Sealed Air's Profit-Sharing Plan, 
       matching contributions under old Sealed Air's Thrift Plan, and premiums 
       paid by old Sealed Air for supplemental universal life insurance 
       policies owned by the named executive officers. For 1997, such amounts 
       were as follows: 


<TABLE>
<CAPTION>
                              PROFIT-                    INSURANCE 
                           SHARING PLAN    THRIFT PLAN    PREMIUMS 
                          -------------- -------------  ----------- 
<S>                       <C>            <C>            <C>
T. J. Dermot Dunphy  ....     $16,000        $4,750        $9,500 
William V. Hickey .......      16,000         4,750         3,100 
Elmer N. Funkhouser III        16,000         4,750         6,500 
Bruce A. Cruikshank  ....      16,000         4,750         2,900 
Robert A. Pesci .........      16,000         4,750         2,500 
</TABLE>


   Old Sealed Air's Profit-Sharing Plan and its Thrift Plan were broad-based 
   defined contribution plans. Contributions to the Profit-Sharing Plan were 
   made only by old Sealed Air. For additional information about the 
   Profit-Sharing Plan, which is being continued by the Company, see note (8) 
   under "Voting Securities." 
(4)    Mr. Funkhouser retired at the end of 1997. 

                               B-2           

<PAGE>
                                                                       ANNEX C 

          EXECUTIVE COMPENSATION FOR THE COMPANY PRIOR TO THE MERGER 

   The Summary Compensation Table and the related compensation information 
set forth in this Annex C contains information relating to the compensation 
of executive officers of the Company who served prior to the Merger, 
including (a) Albert J. Costello, Chief Executive Officer, (b) Larry 
Ellberger, Senior Vice President and Chief Financial Officer, who also served 
as the Company's Acting Chief Executive Officer from October 11, 1997 (when 
Mr. Costello suffered a heart attack) until January 5, 1998, and (c) the 
other four most highly compensated executive officers of the Company who were 
serving as such at December 31, 1997. Certain information has been omitted 
from this Summary Compensation Table because it is not applicable or because 
it is not required under the rules of the SEC. This information has been made 
available to the Company by New Grace. 

   At the time of the Merger, Messrs. Costello, Ellberger and the other named 
executive officers (other than Mr. Kaenzig) resigned their positions with the 
Company. 

                          SUMMARY COMPENSATION TABLE 


<TABLE>
<CAPTION>
                                               ANNUAL COMPENSATION                   LONG-TERM COMPENSATION 
                                     -------------------------------------- ---------------------------------------- 
                                                                                      AWARDS              PAYOUTS 
                                                                            -------------------------- ------------ 
                                                                                             NO. OF 
                                                                                             SHARES                       ALL 
         NAME AND                                                OTHER       RESTRICTED    UNDERLYING                    OTHER 
         PRINCIPAL                                               ANNUAL         STOCK       OPTIONS        LTIP       
   COMPENSATION 
         POSITION             YEAR      SALARY      BONUS     COMPENSATION    AWARD(A)     GRANTED(B)   PAYOUTS(C)        (D) 
- -------------------------  --------- ----------  ---------- --------------  ------------ ------------  ------------ 
   -------------- 
<S>                        <C>       <C>         <C>        <C>             <C>          <C>           <C>          <C>
A.J. Costello.............    1997     $958,333   $762,271      $185,351                     42,300     $3,346,724      $56,382 
 Chairman, President and      1996      900,000    582,075        12,872                     77,625        799,116       27,250 
 Chief Executive Officer      1995(e)   600,000    900,000       106,599                    465,750 
L. Ellberger..............    1997      302,083    280,000        21,904                      8,100        779,717       14,767 
 Senior Vice President 
  and                         1996      283,083    150,000        57,219                     12,576        178,369       39,247 
 Chief Financial Officer      1995(e)   173,162    125,000        28,977       $92,438      111,780                       2,853 
R.H. Beber................    1997      300,000    270,000        21,668                      8,100      1,439,426       31,129 
 Executive Vice President     1996      297,475    165,000        12,788                     16,767        927,518       33,380 
 and General Counsel          1995      282,713    200,000         5,456                     37,260         99,589       49,695 
R.J. Bettachi.............    1997      229,550    170,000        23,917                      6,300        831,416       17,260 
 Senior Vice President        1996      214,100    170,000           478                      9,781        205,183       16,552 
                              1995      197,400     45,000                                   24,840         24,034       21,740 
J.R. Hyde.................    1997      282,600                   33,902                      8,100      1,155,112       19,352 
 Senior Vice President        1996      272,600    130,000         5,194                     16,767        670,596       25,374 
                              1995      248,650    230,000         2,235                     37,260         27,534       29,724 
J.G. Kaenzig, Jr. ........    1997      298,667    165,000        31,159                     12,600        298,856       16,483 
 Senior Vice President        1996      252,817    100,000         8,851                     45,183        237,431       20,058 
                              1995      207,850    180,000         7,279                      6,831         18,529       18,764 
</TABLE>


                                          (Footnotes appear on following page) 

                               C-1           

<PAGE>
- ------------ 
(a)     Other than the award to Mr. Ellberger, no restricted stock awards 
        were made during the 1995-1997 period. The dollar value of Mr. 
        Ellberger's 1,500 restricted shares of Old Grace Common Stock shown 
        in the table has not been adjusted to give effect to (i) the 
        September 1996 separation of the Company's principal health care 
        business or (ii) the Reorganization or the Merger. At December 31, 
        1997, the dollar value of these restricted shares was $120,656, 
        excluding the value of additional securities received by Mr. 
        Ellberger in respect of these restricted shares in the September 1996 
        transaction and the Reorganization or the Merger. The restrictions on 
        these shares are to terminate on May 14, 1998 (see "Employment 
        Agreements") or earlier, in the event of Mr. Ellberger's death or 
        disability or the termination of his employment without cause 
        (including following a change of control), subject to the forfeiture 
        of the shares in certain circumstances. Mr. Ellberger receives all 
        dividends paid on, and has the right to vote, these restricted 
        shares. 
(b)     The share amounts shown in this column are in shares of Old Grace 
        Common Stock. They reflect adjustments made in September 1996 in 
        connection with the separation of the Company's principal health care 
        business. They do not reflect any adjustments for the Reorganization 
        or the Merger (see "Stock Options"). 
(c)     The amounts in this column for 1997 represent awards earned under the 
        Long-Term Incentive Program ("LTIP") for the 1994-1996 Performance 
        Period. The amounts in this column for 1996 represent awards earned 
        under the LTIP for the 1993-1995 Performance Period. The amounts in 
        this column for 1995 represent the third and final installments of 
        awards earned under the LTIP for the 1990-1992 Performance Period. 
(d)     The amounts in this column for 1997 consist of the following: (i) the 
        actuarially determined value of company-paid premiums on 
        "split-dollar" life insurance, as follows: Mr. Beber -- $17,179; Mr. 
        Bettacchi -- $5,273; Mr. Hyde -- $6,984; and Mr. Kaenzig -- $4,523; 
        (ii) life insurance premiums of $10,170 for Mr. Costello and $1,204 
        for Mr. Ellberger, who do not participate in the split-dollar life 
        insurance program; (iii) payments made to persons whose personal 
        and/or company contributions to the Company's Salaried Employees 
        Savings and Investment Plan ("Savings Plan") would be subject to 
        limitations under federal income tax law, as follows: Mr. Costello -- 
        $41,412; Mr. Ellberger -- $8,763; Mr. Beber -- $9,150; Mr. Bettacchi 
        -- $7,187; Mr. Hyde -- $7,568; and Mr. Kaenzig -- $7,160; and (iv) 
        company contributions to the Savings Plan of $4,800 for each of 
        Messrs. Costello, Ellberger, Beber, Bettacchi, Hyde and Kaenzig. 
(e)     Messrs. Costello and Ellberger joined the Company's predecessor in 
        May 1995. 

   Stock Options. The following table contains information concerning stock 
options covering Old Grace Common Stock granted in 1997, including the 
potential realizable value of each grant assuming that the market value of 
Old Grace Common Stock were to appreciate from the date of grant to the 
expiration of the option at annualized rates of (a) 5% and (b) 10%, in each 
case compounded annually over the term of the option. The assumed rates of 
appreciation shown in the table have been specified by the SEC for 
illustrative purposes only and are not intended to predict future stock 
prices, which will depend upon various factors, including market conditions 
and future performance and prospects. 

   Options become exercisable at the time or times determined by the Old 
Grace Compensation Committee; the options shown below become exercisable in 
three approximately equal annual installments beginning one year after the 
date of grant or upon the earlier occurrence of a "change in control" (see 
"Employment Agreements" and "Severance Agreements"). All of the options shown 
below have purchase prices equal to the fair market value of Old Grace Common 
Stock at the date of grant. 

   In connection with the Reorganization and the Merger, all outstanding 
options (other than those held by employees of Cryovac, including Mr. 
Kaenzig) became options to purchase New Grace common stock, and the number of 
shares covered by and purchase prices of such options were adjusted to 
preserve their economic value; the options held by employees of Cryovac 
(including Mr. Kaenzig) became options to purchase Common Stock of the 
Company and were similarly adjusted. The following table does not reflect 
such adjustments. However, after giving effect to such adjustments, 16,165 
shares of the Company's Common Stock are subject to options granted to Mr. 
Kaenzig in 1997 at a purchase price of $42.19 per share. 

                               C-2           

<PAGE>

<TABLE>
<CAPTION>
                                                                          POTENTIAL REALIZABLE 
                                                                            VALUE AT ASSUMED 
                                                                             ANNUAL RATES OF 
                                                                               STOCK PRICE 
                                                                            APPRECIATION FOR 
                                       1997 GRANTS                             OPTION TERM 
                    -------------------------------------------------- -------------------------- 
                                     % OF 
                                     TOTAL 
                       NO. OF       OPTIONS 
                       SHARES       GRANTED 
                     UNDERLYING       TO       PURCHASE 
                       OPTIONS     EMPLOYEES     PRICE     EXPIRATION 
        NAME           GRANTED      IN 1997    ($/SHARE)      DATE          5%           10% 
- ------------------  ------------ -----------  ---------- ------------  ------------ ------------ 
<S>                 <C>          <C>          <C>        <C>           <C>          <C>
A. J. Costello.....    42,300        6.42%      $54.125      3/4/07     $1,439,845    $3,648,853 
L. Ellberger.......     8,100        1.23        54.125      3/4/07        275,715       698,717 
R. H. Beber........     8,100        1.23        54.125      3/4/07        275,715       698,717 
R. J. Bettacchi ...     6,300         .96        54.125      3/4/07        214,445       543,446 
J. R. Hyde.........     8,100        1.23        54.125      3/4/07        275,715       698,717 
J. G. Kaenzig, 
 Jr................    12,600        1.91        54.125      3/4/07        428,890     1,086,892 
</TABLE>


   The following table contains information concerning stock options covering 
Old Grace Common Stock exercised in 1997, including the "value realized" upon 
exercise (the difference between the total purchase price of the options 
exercised and the market value, at the date of exercise, of the shares 
acquired), and the value of unexercised "in-the-money" options held at 
December 31, 1997 (the difference between the aggregate purchase price of all 
such options held and the market value of the shares covered by such options 
at December 31, 1997). The amounts in this table have not been adjusted to 
reflect the Reorganization and the Merger. 


<TABLE>
<CAPTION>
                                 OPTION EXERCISES IN 1997 AND OPTION VALUES AT 12/31/97 
                    -------------------------------------------------------------------------------- 
                                                      NO. OF SHARES                VALUE OF 
                        NO. OF                          UNDERLYING                UNEXERCISED 
                        SHARES        VALUE            UNEXERCISED               IN-THE-MONEY 
                     ACQUIRED ON     REALIZED      OPTIONS AT 12/31/97        OPTIONS AT 12/31/97 
        NAME           EXERCISE        ($)      EXERCISABLE/UNEXERCISABLE  EXERCISABLE/UNEXERCISABLE 
- ------------------  ------------- ------------  ------------------------- ------------------------- 
<S>                 <C>           <C>           <C>                       <C>
A. J. Costello.....      -0-           -0-           336,375/249,300         $15,250,917/9,863,581 
L. Ellberger.......      -0-           -0-             91,132/41,324           3,653,257/1,465,236 
R. H. Beber........     60,000      $3,675,137        198,338/19,278            10,660,347/537,161 
R. J. Bettacchi ...      -0-           -0-            116,593/12,821             6,248,964/354,801 
J. R. Hyde.........      -0-           -0-            184,127/19,278            10,101,780/537,161 
J. G. Kaenzig, 
 Jr................      -0-           -0-             58,327/26,056             2,307,588/721,603 
</TABLE>


   LTIP. Under the LTIP as in effect during 1997, executive officers and 
other senior managers were granted contingent "Performance Units" under which 
awards could be earned based on shareholder value performance (measured by 
appreciation in the price of Old Grace Common Stock and dividends paid), as 
compared to that of the companies in the Standard & Poor's Industrials Index, 
during a three-year "Performance Period." The number of Performance Units 
earned under the LTIP could be decreased by up to 20%, at the discretion of 
the Old Grace Compensation Committee, based upon individual performance. 
Amounts, if any, earned under the Performance Units granted in 1997 were to 
be paid as promptly as practicable following year-end 1999 (i.e., the end of 
the 1997-1999 Performance Period), with up to 100% of any such payments being 
made in shares of Old Grace Common Stock, as determined by the Old Grace 
Compensation Committee. Cash payments under earned Performance Units may be 
deferred, earning interest equivalents computed at the prime rate, compounded 
semiannually; payments made in common stock may be deferred by means of a 
deferred compensation trust established by the Company (and continued by New 
Grace). Deferred amounts are generally payable to the participant following 
termination of employment. 

   In connection with the Reorganization and the Merger, the Old Grace 
Compensation Committee determined, in accordance with the LTIP, that (a) 
Performance Units granted for the 1996-1998 and 1997-1999 Performance Periods 
should vest on a pro rata basis upon completion of the Reorganization 

                               C-3           

<PAGE>
and the Merger; (b) the amounts earned under those Units should be calculated 
based on results achieved through the date of completion of the 
Reorganization and the Merger; (c) 75% of the estimated value of such vested 
portions should be paid in cash prior to completion of the Reorganization and 
the Merger; (d) the balance of such vested portions should be paid in cash 
following completion of the Reorganization and the Merger; and (e) the value 
of the unvested portions, which would be based on targeted Performance Units 
and on the final average price of Old Grace Common Stock immediately prior to 
completion of the Reorganization and the Merger, should be paid in cash 
following the end of the respective Performance Periods (subject to continued 
service). The Old Grace Compensation Committee has also determined that no 
further grants will be made under the LTIP. 

   The following table shows the Performance Units granted during 1997 to the 
executive officers named in the Summary Compensation Table. All of such 
Performance Units relate to the 1997-1999 Performance Period. 


<TABLE>
<CAPTION>
                      1997 AWARDS OF CONTINGENT PERFORMANCE UNITS UNDER 
                                            LTIP 
                    ----------------------------------------------------- 
                                                                MAXIMUM 
                     NUMBER OF     THRESHOLD       TARGET      NUMBER OF 
        NAME           UNITS         (A)(B)        (B)(C)        UNITS 
- ------------------  ----------- --------------  ------------ ----------- 
<S>                 <C>         <C>             <C>          <C>
A. J. Costello.....    14,100    $0 or $423,000  $1,057,000     35,250 
L. Ellberger.......     2,700     0 or   81,000     202,500      6,750 
R. H. Beber........     2,700     0 or   81,000     202,500      6,750 
R. J. Bettacchi ...     2,100     0 or   63,000     157,500      5,250 
J. R. Hyde.........     2,700     0 or   81,000     202,500      6,750 
J. G. Kaenzig,                          
 Jr................     4,200     0 or  126,000     315,000     10,500 
</TABLE>

- ------------ 
(a)     Refers to the minimum amount payable under the LTIP with respect to 
        the 1997-1999 Performance Period. Under the initial terms of the 
        grants, no payment would be made unless the minimum targeted level of 
        shareholder value performance was achieved. (However, see above for 
        information regarding the treatment of Performance Units for the 
        1997-1999 Performance Period in the Reorganization and the Merger.) 
(b)     The threshold and target payments shown in the table were calculated 
        on the basis of an assumed market price of $75 per share of the 
        Company's previously outstanding common stock at the end of the 
        1997-1999 Performance Period. (However, see above for information 
        regarding the treatment of Performance Units for the 1997-1999 
        Performance Period in the Reorganization and the Merger.) 
(c)     Refers to the amount payable under the initial terms of the grants 
        with respect to the 1997-1999 Performance Period if the targeted 
        level of shareholder value performance were achieved. (However, see 
        above for information regarding the treatment of Performance Units 
        for the 1997-1999 Performance Period in the Reorganization and the 
        Merger.) 

   Pension Arrangements. Salaried employees of designated units who are 21 or 
older and who have one or more years of service are eligible to participate 
in the Retirement Plan for Salaried Employees. Under this basic retirement 
plan, pension benefits are based upon (a) the employee's average annual 
compensation for the 60 consecutive months in which his or her compensation 
is highest during the last 180 months of continuous participation and (b) the 
number of years of the employee's credited service. For purposes of this 
basic retirement plan, compensation generally includes nondeferred base 
salary and nondeferred annual incentive compensation (bonus) awards; however, 
for 1997, federal income tax law limited to $160,000 the annual compensation 
on which benefits under this plan may be based. The participation of 
employees of Cryovac (including Mr. Kaenzig) in this plan terminated upon the 
effectiveness of the Merger. 

   The Company also had (and New Grace has) a Supplemental Executive 
Retirement Plan under which a covered employee will receive the full pension 
to which he or she would be entitled in the absence of the above and other 
limitations imposed under federal income tax law. In addition, this 
supplemental plan recognizes deferred base salary, deferred annual incentive 
compensation awards and, in some cases, periods of employment during which an 
employee was ineligible to participate in the basic retirement plan. An 
employee will generally be eligible to participate in the supplemental plan 
if he or she has an annual base salary of at least $75,000 and is earning 
credited service under the basic retirement plan. The participation of 
employees of Cryovac (including Mr. Kaenzig) in this plan terminated upon the 
effectiveness of the Merger. 

                               C-4           

<PAGE>
   The following table shows the annual pensions payable under the basic and 
supplemental plans for different levels of compensation and years of credited 
service. The amounts shown have been computed on the assumption that the 
employee retired at age 65 on January 1, 1998, with benefits payable on a 
straight life annuity basis. Such amounts are subject to (but do not reflect) 
an offset of 1.25% of the employee's primary Social Security benefit at 
retirement age for each year of credited service under the basic and 
supplemental plans. 


<TABLE>
<CAPTION>
    HIGHEST                 YEARS OF CREDITED SERVICE 
    AVERAGE     ------------------------------------------------------------
    ANNUAL         10        15         20        25         30         35 
 COMPENSATION     YEARS     YEARS     YEARS      YEARS     YEARS       YEARS 
- -------------   --------  --------- ---------  --------- ---------  --------- 
<S>             <C>       <C>        <C>       <C>        <C>        <C>
   $  100,000    $ 15,000  $ 22,500   $ 30,000  $ 37,500   $ 45,000  $   52,500 
      200,000      30,000    45,000     60,000    75,000     90,000     105,000 
      300,000      45,000    67,500     90,000   112,500    135,000     157,500 
      400,000      60,000    90,000    120,000   150,000    180,000     210,000 
      500,000      75,000   112,500    150,000   187,500    225,000     262,500 
      600,000      90,000   135,000    180,000   225,000    270,000     315,000 
      700,000     105,000   157,500    210,000   262,500    315,000     367,500 
      800,000     120,000   180,000    240,000   300,000    360,000     420,000 
      900,000     135,000   202,500    270,000   337,500    405,000     472,500 
    1,000,000     150,000   225,000    300,000   375,000    450,000     525,000 
    1,100,000     165,000   247,500    330,000   412,500    495,000     577,500 
    1,200,000     180,000   270,000    360,000   450,000    540,000     630,000 
    1,300,000     195,000   292,500    390,000   487,500    585,000     682,500 
    1,400,000     210,000   315,000    420,000   525,000    630,000     735,000 
    1,500,000     225,000   337,500    450,000   562,500    675,000     787,500 
    1,600,000     240,000   360,000    480,000   600,000    720,000     840,000 
    1,700,000     255,000   382,500    510,000   637,500    765,000     892,500 
    1,800,000     270,000   405,000    540,000   675,000    810,000     945,000 
    1,900,000     285,000   427,500    570,000   712,500    855,000     997,500 
    2,000,000     300,000   450,000    600,000   750,000    900,000   1,050,000 
    2,100,000     315,000   472,500    630,000   787,500    945,000   1,102,500 
    2,200,000     330,000   495,000    660,000   825,000    990,000   1,155,000 
</TABLE>


   At December 31, 1997, Messrs. Costello, Ellberger, Beber, Bettacchi, Hyde 
and Kaenzig had 3, 3, 10, 26, 35 and 26 years of credited service, 
respectively, under the basic and supplemental retirement plans. For purposes 
of those plans, the 1997 compensation of such executive officers was as 
follows: Mr. Costello -- $1,540,408; Mr. Ellberger -- $452,083; Mr. Beber -- 
$465,000; Mr. Bettacchi -- $399,350; Mr. Hyde -- $412,600; and Mr. Kaenzig -- 
$398,666. Mr. Ellberger is entitled to certain pension benefits under his 
employment agreement (see "Employment Agreements"). 

   Employment Agreements. Mr. Costello had an employment agreement (which has 
been assumed by New Grace) providing for his service as chairman, president 
and chief executive officer through April 1999, subject to (a) earlier 
termination in certain circumstances and (b) automatic one-year extensions 
unless either party gives notice that the agreement is not to be extended. 
The agreement also provides that Mr. Costello will stand for election as a 
director during its term. Under the agreement, Mr. Costello is entitled to an 
annual base salary of at least $900,000; an annual incentive compensation 
award (bonus) of at least $900,000 for 1995 and awards thereafter based on 
performance, in accordance with the annual incentive compensation program; 
participation in the LTIP on the same basis as other senior executives; 
grants of stock options; and participation in all other compensation and 
benefit plans and programs generally available to senior executives. The 
agreement also provides for payments in the case of Mr. Costello's disability 
or death or the termination of his employment with or without cause, 
including termination following a "change in control" and termination by Mr. 
Costello for "good reason." For purposes of the agreement, "change in 
control" means the acquisition of 20% or more of the New Grace 

                               C-5           

<PAGE>
common stock, the failure of Board-nominated directors to constitute a 
majority of any class of the Board of Directors, the occurrence of a 
transaction in which the shareholders of New Grace immediately preceding such 
transaction do not own more than 60% of the combined voting power of the 
corporation resulting from such transaction, or the liquidation or 
dissolution of New Grace. In the event of the termination of Mr. Costello's 
employment following a change in control, he will receive a multiple of the 
sum of his annual base salary plus bonus, pro rata bonus and LTIP awards, 
earned but unpaid compensation, and the balance of the LTIP awards for all 
Performance Periods during which the change in control takes place. The 
foregoing description of Mr. Costello's employment agreement does not purport 
to be complete and is qualified in its entirety by reference to such 
agreement, which was filed with the SEC as an exhibit to the Quarterly Report 
on Form 10-Q of the Company's predecessor for the quarter ended June 30, 
1995, and by reference to an amendment to such agreement, which was filed 
with the SEC as an exhibit to the Company's Current Report on Form 8-K filed 
on October 10, 1996. 

   Mr. Ellberger had an employment agreement (which has been assumed by New 
Grace) providing for his service as senior vice president, strategic planning 
and development, through May 14, 1998; at that time, the agreement will 
terminate (except with respect to the retirement arrangements described 
below) and his employment will be "at will." The agreement provides for an 
initial annual base salary of $275,000; participation in the annual incentive 
compensation program, LTIP, and other compensation and benefit plans and 
programs; the grant of stock options; and the grant of the restricted stock 
award shown in the Summary Compensation Table. The agreement also provides 
that if Mr. Ellberger's employment is terminated without cause during the 
term of the agreement (except in the event of a change in control), he will 
receive 145% of his base salary for one year or, if longer, the remaining 
term of the agreement. In addition, the agreement provides that, in 
determining the benefits payable to Mr. Ellberger under the basic and 
supplemental retirement plans, his service with his prior employer will be 
recognized as if it were continuous service with the Company and/or New 
Grace, with an offset for any retirement benefits payable from his prior 
employer's retirement plans; however, this special pension arrangement will 
apply only if Mr. Ellberger's employment ceases after the term of the 
agreement (or during such term, if his employment is terminated without 
cause, including termination without cause following a change in control). 
The agreement also provides for standard relocation assistance arrangements 
and for a leased car. For purposes of the agreement, "change in control" has 
the same meaning as in Mr. Costello's agreement, described above. The 
foregoing description of Mr. Ellberger's employment agreement does not 
purport to be complete and is qualified in its entirety by reference to such 
agreement and related agreements, which were filed as exhibits to the 
Company's Annual Report on Form 10-K for the year ended December 31, 1996. 

   Severance Agreements. New Grace has severance agreements with all of its 
executive and other officers (except for Mr. Costello, whose employment 
agreement, discussed above, provides for severance arrangements). These 
agreements generally provide that in the event of the involuntary termination 
of the individual's employment without cause (including constructive 
termination caused by a material reduction in his or her authority or 
responsibility) following a change in control of New Grace, he or she will 
receive a severance payment equal to three times the sum of his or her annual 
base salary plus target annual incentive compensation (bonus), subject to pro 
rata reduction in the case of an officer who is within 36 months of normal 
retirement age (65). For purposes of the severance agreements, the definition 
of "change in control" is identical to the definition contained in Mr. 
Costello's employment agreement (see "Employment Agreements"), except that, 
under the severance agreements, a "change in control" (a) does not include 
the acquisition of 20% or more of New Grace's common stock as a result of a 
sale of stock by New Grace and (b) includes a transaction in which the 
shareholders of New Grace do not own 50% or more of the voting power of the 
corporation resulting from such transaction (as compared to more than 60% 
under Mr. Costello's agreement). This description of the severance agreements 
does not purport to be complete and is qualified in its entirety by reference 
to the form of such agreement, which was filed as an exhibit to the Form 10. 

   Executive Salary Protection Plan. All executive and other officers of New 
Grace participate in the Executive Salary Protection Plan ("ESPP"), which 
provides that, in the event of a participant's disability or death prior to 
age 70, New Grace will continue to pay all or a portion of base salary to the 
participant 

                               C-6           

<PAGE>
or a beneficiary for a period based on the participant's age at the time of 
disability or death. Payments under the ESPP may not exceed 100% of base 
salary for the first year and 60% thereafter in the case of disability (50% 
in the case of death). This description of the ESPP does not purport to be 
complete and is qualified in its entirety by reference to the text of the 
ESPP, as amended, which was filed as an exhibit to the Company's Annual 
Report on Form 10-K for the year ended December 31, 1996. 

   Certain Relationships and Related Transactions.  The following are 
descriptions of certain relationships and transactions between Grace and its 
directors and executive officers and/or businesses with which they are 
affiliated. 

   Commercial Transactions. Mr. Costello is a director of Becton, Dickinson 
and Company ("Becton Dickinson") and FMC Corporation ("FMC"). During 1997, 
various business units of the Company sold approximately $270,000 of 
materials and/or products to units of Becton Dickinson. In addition, during 
1997 various business units of the Company purchased approximately $1.3 
million of materials and/or products from, and sold approximately $125,000 of 
materials and/or products to, FMC. These transactions were in the ordinary 
course of business and were on terms believed to be similar to those with 
unaffiliated parties. 

   Legal Proceedings; Indemnification. Messrs. Phipps and Cheng are 
defendants in or may otherwise be involved in certain stockholder or other 
litigation that was pending against the Company prior to the Merger. Under 
the terms of the Merger Agreement, New Grace has assumed financial 
responsibility for any liabilities incurred by the Company or its directors 
or executive officers as a result of such legal proceedings. 

                               C-7           

<PAGE>
                                                                       ANNEX D 

                            CONTINGENT STOCK PLAN 
                                      OF 
                           SEALED AIR CORPORATION, 
<F1>
                          AS PROPOSED TO BE AMENDED* 

   Section 1. Purpose.  he purpose of the Contingent Stock Plan (the "Plan") 
of Sealed Air Corporation (the "Corporation") is to assist the Corporation 
and its subsidiaries in attracting and retaining employees of outstanding 
competence by providing an incentive that permits those employees responsible 
for the Corporation's growth to share directly in that growth and to further 
the identity of their interests with those of the stockholders of the 
Corporation. 

   Section 2. Administration. The Plan shall be administered by a committee 
(the "Committee") composed of not less than three persons chosen from time to 
time by the Board of Directors of the Corporation (the "Board") from among 
those directors of the Corporation who are not, and have not been for at 
least one year, employees of the Corporation or its subsidiaries. In addition 
to the powers granted to the Committee as elsewhere set forth in the Plan, 
and subject to the terms and conditions of the Plan, the Committee is 
authorized to interpret the Plan, to adopt and revise rules and regulations 
relating to the Plan and the conduct of the business of the Committee, and to 
make all determinations that it believes necessary or advisable for the 
operation and administration of the Plan. All decisions and determinations by 
the Committee with respect to the Plan shall be final, binding and conclusive 
upon all parties, including the Corporation, its stockholders and all 
employees of the Corporation and of its subsidiaries. If no Committee is 
appointed by the Board or if the Committee shall for any reason cease or 
become unable to act, the Board shall act as the Committee. No member of the 
Committee shall be liable for any action or determination made in good faith 
with respect to the Plan or any award ("Award") of a right to purchase shares 
of the $0.10 par value Common Stock of the Corporation (the "Common Stock") 
granted pursuant to the Plan. 

   Section 3. Stock Available. The stock subject to the Plan shall be such 
authorized but unissued or treasury shares of Common Stock as shall from time 
to time be determined by the Committee. The total amount of Common Stock that 
may be issued pursuant to the Plan is [450,450] [2,500,000] shares, subject, 
however, to adjustment in accordance with the provisions of Section 15. In 
the event that any Common Stock issued pursuant to the Plan is reacquired by 
the Corporation upon the exercise of an option described in Section 8, the 
shares of Common Stock so acquired will again become available for issuance 
pursuant to the Plan. 

   Section 4. Eligibility. Each employee of the Corporation or any subsidiary 
of the Corporation, including officers, whom the Committee determines is in a 
position to make a significant contribution to the growth and success of the 
Corporation shall be eligible to participate under the Plan ("Employee"). An 
Employee may receive more than one Award under the Plan. 

   Section 5. Terms, Conditions and Form of Purchase Agreements. The 
Committee shall have exclusive jurisdiction, except as otherwise limited by 
the Plan, to grant all Awards, to select the Employees to be granted Awards, 
to condition the grant of Awards to specific Employees upon achievement of 
performance measures under any plan or program adopted by the Corporation, to 
determine the number of shares of Common Stock to be covered by an Award, to 
determine the time or times for the grant of Awards, to determine the Issue 
Price (as such term is defined in Section 7) of the shares of Common Stock 
that are the subject of an Award, to determine the duration of the 
Corporation's option described in Section 8, to prescribe the form or forms 
of agreement for the purchase of the Common Stock that is the subject of an 
Award ("Purchase Agreement"), to modify any such form of Purchase Agreement, 
and to have full authority with respect to all other matters relating to the 
Plan except those matters as are expressly reserved herein to the 
stockholders of the Corporation. The Committee shall inform the appropriate 
officers of the Corporation of its determinations, and such officers shall 
inform the Employee 

- ------------ 
* Language to be deleted is struck out and to be added is in brackets. 
                               D-1           

<PAGE>
to whom an Award has been made of the grant of such Award. The Committee may 
authorize any officer of the Corporation to enter into Purchase Agreements on 
behalf of the Corporation and to take all other action necessary or desirable 
to effectuate the determinations of the Committee. Purchase Agreements, which 
need not be identical, shall be in writing and shall not contain provisions 
inconsistent with provisions of the Plan. 

   Section 6. Exercise of Right to Purchase Shares. An Employee who has been 
granted an Award may exercise his right to purchase shares of Common Stock 
during the 60 day period beginning immediately after the grant of the Award, 
provided that he is still an employee of the Corporation or of a subsidiary 
of the Corporation on the date of such exercise. In order to so exercise such 
right to purchase, an Employee shall give written notice to the Corporation 
of such election. The Issue Price of the shares to be issued shall be 
tendered in cash at the time such notice is given. No such right to purchase 
shares shall be transferable by an Employee to whom an Award has been 
granted. 

   Section 7. Issue Price of Common Stock. Prior to the issuance of Common 
Stock to an Employee pursuant to the Plan, the Employee shall pay to the 
Corporation an amount of money per share ("Issue Price") to be determined by 
the Committee that shall take into consideration the value of the services 
performed and to be performed by the Employee, which amount shall not be less 
per share than the par value of the Common Stock nor more than ten percent 
(10%) of the fair market value per share thereof. For the purposes of the 
foregoing sentence, "fair market value per share" shall mean the last sales 
price of the Common Stock as reported on the consolidated transaction 
reporting system for New York Stock Exchange listed issues on the day the 
Committee made the Award or, if no sales occurred on such date, the last 
sales price on the consolidated transaction reporting system on the most 
recent prior day on which a sale occurred. If the Common Stock ceases to be 
listed on the New York Stock Exchange, Inc., fair market value per share 
shall be determined in such manner as shall be selected by the Committee. If 
the Issue Price (as determined by the Committee on the date of an Award) 
shall exceed ten per cent (10%) of the fair market value per share, the Issue 
Price shall be reduced to an amount that shall represent ten percent (10%) of 
the fair market value per share. 

   Section 8. Option of the Corporation to Reacquire Issued Stock. [Unless a 
shorter period is specified by the Committee at the time an award is granted 
and except] [Except] as provided below, for a period beginning on the date of 
the grant of an Award and ending on the third anniversary of such date or 
such later date as the Committee shall determine, any Common Stock issued 
pursuant to the Plan shall be subject to an option in favor of the 
Corporation to reacquire such Common Stock at a price per share equal to the 
Issue Price. Neither the shares of Common Stock issued pursuant to the Plan 
nor any interest therein shall be sold, transferred or encumbered until such 
option may no longer become exercisable. The option of the Corporation to 
reacquire such Common Stock shall become exercisable only upon the 
termination of employment of the Employee with the Corporation or any of its 
subsidiaries other than as a result of the Employee's death or permanent and 
total disability. The decision whether or not to exercise such option as to 
all or part of the shares subject thereto owned by an Employee shall be made 
by the Committee and communicated to the Chief Executive Officer or other 
appropriate officer of the Corporation who shall be authorized to take any 
and all action necessary to effectuate such decision. 

   Section 9. Exercise of Option to Reacquire Issued Stock. The option 
described in Section 8 shall be exercised in whole or part by the Corporation 
by its sending, if at all, no later than 90 days after the Employee's 
termination of employment written notice of such exercise to the Employee at 
the address specified by the Employee for such purpose, such notice also to 
set forth the address to which and the date on which the certificates, if 
any, representing the Common Stock in respect of which the option is being 
exercised, duly endorsed for transfer, should be sent. The date specified 
shall not be less than ten days nor more than thirty days from the date of 
such notice. Such notice shall be sent to the Employee by registered or 
certified mail, postage prepaid, or by any other delivery service that 
provides written confirmation of delivery. The Employee or his successor in 
interest with respect to such shares shall have no further rights as a 
stockholder from and after the date so specified in such notice. If 
certificates are duly delivered in accordance with the written notice, the 
Corporation shall promptly send to the Employee its check in repayment of the 
Issue Price for such shares. The Corporation shall affix to such certificates 
any required 

                               D-2           

<PAGE>
stock transfer stamps. If certificates are not so delivered, the Corporation 
shall deposit the required amount of payment in an escrow account in the name 
of the Employee to be held therein until such certificates are delivered to 
the Corporation and the Corporation shall immediately advise its transfer 
agent of such action. 

   Section 10. Legend on Stock Certificates. All shares of Common Stock 
issued under the Plan shall, so long as the restrictions imposed by the Plan 
remain in effect, be represented by certificates, each of which shall bear a 
legend in substantially the following form: 

     This certificate and the shares represented hereby are held subject to 
    the terms of the Contingent Stock Plan of Sealed Air Corporation which 
    Plan provides that the shares issued pursuant thereto are subject to an 
    option in favor of Sealed Air Corporation to reacquire such shares at a 
    price that may be significantly lower than their fair market value and 
    that neither such shares nor any interest therein may be sold, transferred 
    or encumbered until the expiration of such option. If such option is 
    exercised, the holder of the shares represented by this certificate will 
    have no further rights with respect to such shares and this certificate 
    will be deemed void. A copy of such Plan is available for inspection at 
    the executive offices of Sealed Air Corporation. 

Upon the expiration of the Corporation's option to reacquire shares of Common 
Stock, an Employee may surrender to the Corporation the certificate or 
certificates representing such shares in exchange for a new certificate or 
certificates, free of the above legend, or for a statement from the 
Corporation representing such shares in book entry form free of such legend. 

   Section 11. Government and Other Regulations and Restrictions. The 
obligation of the Corporation to issue Common Stock upon execution of a 
Purchase Agreement shall be subject to all applicable laws, rules and 
regulations and to such approvals by governmental agencies as may be 
required. Shares of Common Stock acquired pursuant to the Plan shall not be 
sold, transferred or otherwise disposed of unless and until either (a) such 
shares shall have been registered by the Corporation under the Securities Act 
of 1933, as amended (the "Securities Act"), (b) the Corporation shall have 
received either a "no action" letter from the Securities and Exchange 
Commission or an opinion of counsel acceptable to the Corporation to the 
effect that such sale, transfer or other disposition of the shares may be 
effected without such registration or (c) such sale, transfer or disposition 
of the shares is made pursuant to Rule 144 under the Securities Act, as the 
same may from time to time be in effect, and the Corporation shall have 
received an opinion of counsel or other information acceptable to the 
Corporation to such effect. In the event that at the time a Purchase 
Agreement is executed there shall not be on file with the Securities and 
Exchange Commission an effective Registration Statement under the Securities 
Act covering the shares of Common Stock to be issued pursuant thereto the 
Employee will execute and deliver to the Corporation upon receipt by him of 
any such shares an undertaking in form and substance satisfactory to the 
Corporation that (i) it is his intention to acquire and hold such shares for 
investment and not for the resale or distribution thereof, (ii) he will 
comply with the Securities Act with respect to such shares, and (iii) he will 
indemnify the Corporation for any costs, liabilities and expenses that it may 
sustain by reason of any violation of the Securities Act occasioned by any 
act on his part with respect to such shares. The Corporation may require that 
any certificate or certificates evidencing shares issued pursuant to the Plan 
bear a restrictive legend intended to effect compliance with the Securities 
Act or any other applicable regulatory measures. 

   Section 12. Registration of Shares. The Corporation shall be under no 
obligation to register any shares of Common Stock under the Securities Act. 
However, a Purchase Agreement may make appropriate and reasonable provision 
for the registration of Common Stock acquired thereunder. The Corporation, at 
its election, may undertake to pay all fees and expenses of each such 
registration, other than an underwriter's commission, if any. 

   Section 13. No Rights in Common Stock. No Employee shall have any interest 
in or be entitled to any voting rights or dividends or other rights or 
privileges of stockholders of the Corporation with respect to any shares of 
Common Stock unless, and until, shares of Common Stock are actually issued to 
such Employee following execution of a Purchase Agreement and then only from 
the date the Employee becomes the record owner thereof. 

                               D-3           

<PAGE>
   Section 14. Subsidiaries. The subsidiaries of the Corporation referred to 
in the Plan are those corporations, joint ventures or other entities in which 
the Corporation owns, directly or indirectly, in the aggregate at least 50 
percent of the voting power of the classes of stock of such entity entitled 
to vote and those partnerships, joint ventures and other entities in which 
the Corporation owns, directly or indirectly, a 50 percent or more interest 
in the capital account or earnings. 

   Section 15. Adjustments. In the event of changes in the Common Stock of 
the Corporation after the Effective Date by reason of any stock dividend, 
split-up, combination of shares, reclassification, recapitalization, merger, 
consolidation, reorganization, or liquidation: (a) the restrictions and the 
option provided in Section 8 and the requirement of a legend on stock 
certificates provided in Section 10 shall apply to any securities issued in 
connection with any such change in respect of stock that has been awarded 
under the Plan and (b) appropriate adjustments shall be made by the Committee 
as to (i) the number of shares to be delivered and the price per share to be 
paid by the Corporation upon the exercise, in whole or in part, of the option 
provided in Section 8, (ii) the number of shares to be delivered and the 
Issue Price where such change occurred after the date of the Award but before 
the date the stock covered by the Award is delivered and (iii) the number and 
class of shares available under the Plan in the aggregate. 

   Section 16. Change in Control. A "Change in Control" shall occur when (i) 
there occurs a reorganization, merger, consolidation, sale of all or 
substantially all the Corporation's assets, or other corporate transaction 
involving the Corporation (a "Corporate Transaction") and the stockholders of 
the Corporation immediately prior to such Corporate Transaction do not, 
immediately after the Corporate Transaction, beneficially own, in the 
aggregate, directly or indirectly, at least 70% of the combined voting power 
of the outstanding voting securities of the successor or resulting 
corporation or other entity resulting from such Corporate Transaction, where 
the term "beneficially own" shall be used as in Sections 13(d) and 14(d) of 
the Securities Exchange Act of 1934, as amended (the "Securities Exchange 
Act"), (ii) any "person" (as the term "person" is used in Sections 13(d) and 
14(d) of the Securities Exchange Act) is or becomes the beneficial owner, 
directly or indirectly, of securities of the Corporation representing 30% or 
more of the combined voting power of the Corporation's then outstanding 
securities, (iii) as a result of any solicitation subject to Rule 14a-11 
under the Securities Exchange Act (or any successor rule thereto) one or more 
persons not recommended by or opposed for election to the Board of Directors 
by one-third or more of the Continuing Directors of the Corporation then in 
office is or are elected a director of the Corporation, or (iv) the 
Corporation shall become subject for any reason to a voluntary or involuntary 
dissolution or liquidation. A "Continuing Director" shall be a director of 
the Corporation who is serving as such on the Effective Date and any person 
who is approved as a nominee or elected to the Board of Directors by a 
majority of Continuing Directors who are then members of the Board of 
Directors of the Corporation. Upon any Change in Control, as of the close of 
business at the principal executive office of the Corporation on the business 
day immediately preceding the date on which such event occurs, for purposes 
of the Plan and to the extent that the provisions of the Plan remain 
applicable to shares granted under the Plan, the option provided for in 
Section 8 of the Plan shall cease without further act to be exercisable with 
respect to any securities subject to an Award under the Plan, the 
restrictions provided for in Section 8 of the Plan shall without further act 
expire and cease to apply to any securities subject to an Award under the 
Plan, the requirement of a legend on stock certificates provided for in 
Section 10 of the Plan shall without further act expire and cease to apply to 
any securities subject to an Award under the Plan, and each Employee holding 
shares issued under the Plan shall thereupon have the right to receive an 
unlegended certificate as set forth in the last sentence of Section 10 of the 
Plan. 

   Section 17. Successors. The provisions of the Plan shall be binding upon 
and inure to the benefit of all successors of any person receiving Common 
Stock of the Corporation pursuant to the Plan, including, without limitation, 
the estate of such person and the executors, administrators or trustees 
thereof, the heirs and legatees of such person, and any receiver, trustee in 
bankruptcy or representative of creditors of such person. 

   Section 18. Indemnification of Committee Members. In addition to such 
other rights of indemnification as they may have as directors or as members 
of the Committee, the members of the Committee shall be indemnified by the 
Corporation against all costs and expenses reasonably incurred by them in 

                               D-4           

<PAGE>
connection with any action, suit or proceeding to which they or any of them 
may be party by reason of any action taken or failure to act under or in 
connection with the Plan, and against all amounts paid by them in settlement 
thereof (provided such settlement is approved by independent legal counsel 
selected by the Corporation) or paid by them in satisfaction of a judgment in 
any such action, suit or proceeding, except a judgment based upon a finding 
of bad faith, provided that upon institution of any such action, suit or 
proceeding, the Committee member desiring indemnification shall give the 
Corporation an opportunity, at its own expense, to conduct and defend the 
same. 

   Section 19. Corporation's Right to Terminate Employment. Nothing contained 
in the Plan or in any Purchase Agreement shall confer upon any Employee a 
right to continue in the employ of the Corporation or any of its subsidiaries 
or interfere in any way with the right of the Corporation or any of its 
subsidiaries to terminate the employment of any Employee at any time, whether 
with or without cause. 

   Section 20. Tax Withholding. Each Purchase Agreement incident to the Plan 
shall make appropriate provisions for the withholding of any federal, state 
or local taxes and any other charges that may be required by law to be 
withheld by reason of an Award, the issuance of Common Stock pursuant to the 
Plan or the reacquisition of such Common Stock by the Corporation. 

   Section 21. Action by Corporation. Neither the existence of the Plan nor 
the issuance of Common Stock pursuant thereto shall impair the right of the 
Corporation or its stockholders to make or effect any adjustments, 
recapitalizations or other change in the Common Stock referred to in Section 
15, any change in the Corporation's business, any issuance of debt 
obligations or stock by the Corporation or any grant of options on stock of 
the Corporation. 

   Section 22. Reliance on Reports. Each member of the Committee shall be 
fully justified in relying or acting in good faith upon any reports or other 
information furnished in connection with the Plan by any person or persons. 
In no event shall any person who is or shall have been a member of the 
Committee be liable for any determination made or other action taken or any 
omission to act in reliance upon any such report or information or for any 
action taken or failure to act, if in good faith. 

   Section 23. Expenses. The expenses of administering the Plan shall be 
borne by the Corporation. 

   Section 24. Pronouns. Masculine pronouns and other words of masculine 
gender shall refer to both men and women. 

   Section 25. Termination and Amendment of the Plan. The Committee shall 
have complete power and authority to amend, suspend or terminate the Plan 
and, if suspended, reinstate any and all provisions of the Plan except that 
without [further] approval of the stockholders of the Corporation and except 
as otherwise provided in Section 15, (i) the number of shares available for 
issuance under the Plan either in the aggregate or to any one person shall 
not be increased[, (ii) the minimum three year period specified in Section 8 
shall not be decreased, (iii) the Class of persons eligible to receive Awards 
under the Plan shall not be expanded, and (iv)] [ and (ii)] the minimum Issue 
Price shall not be decreased. Any Common Stock issued under the Plan with 
respect to which the period specified in or pursuant to Section 8 has not 
expired on or before the date of termination of the Plan shall remain subject 
to reacquisition by the Corporation pursuant to Section 8 until the 
expiration of such period. 

   Section 26. Effective Date. The Plan shall become effective on April 2, 
1998 (the "Effective Date"). 


                               D-5           

<PAGE>
                                                                       ANNEX E 

                            RESTRICTED STOCK PLAN 
                          FOR NON-EMPLOYEE DIRECTORS 
                                      OF 
                            SEALED AIR CORPORATION 

   Section 1. Purpose. The Restricted Stock Plan for Non-Employee Directors 
(the "Plan") of Sealed Air Corporation ("Corporation"), formerly W. R. Grace 
& Co., a Delaware corporation, is designed to enhance the ability of the 
Corporation to attract, retain and motivate Non-Employee Directors (as 
defined in Section 3) of exceptional ability and to promote the common 
interest of directors and stockholders in enhancing the value of the 
Corporation's Common Stock. It is the intention of the Plan to provide for 
payment in shares of the Corporation's common stock, par value $0.10 per 
share ("Common Stock"), of all or a portion of the annual retainer paid to 
each Non-Employee Director for serving as a director of the Corporation. 

   Section 2. Stock Available. The stock subject to the Plan shall be such 
authorized but unissued or treasury shares of Common Stock as shall from time 
to time be available for issuance pursuant to the Plan. The total amount of 
Common Stock which may be issued pursuant to the Plan is 100,000 shares, 
subject to adjustment in accordance with the provisions of Section 7. 

   Section 3. Eligibility. Each Non-Employee Director of the Corporation 
shall be eligible to participate in the Plan. As used in the Plan, the term 
"Non-Employee Director" shall include any person who, at the time he or she 
becomes otherwise entitled to receive a grant of shares under the Plan, is 
not an officer or employee of the Corporation or any of its Subsidiaries (as 
such term is defined in Section 16). Any Non-Employee Director who becomes an 
officer or employee of the Corporation or any of its Subsidiaries shall cease 
to be eligible to participate in the Plan for so long as such person remains 
as such an officer or employee. 

   Section 4. Grants of Shares. Grants of shares of Common Stock available 
for issuance under the Plan shall be made as follows: 

     (a) Annual Grants. Upon the adjournment of each annual meeting of the 
    stockholders of the Corporation, each Non-Employee Director who has been 
    elected a director of the Corporation at such meeting or who is then 
    serving as a director of the Corporation and was not a nominee for 
    election at such annual meeting because his or her term extends past such 
    annual meeting shall receive a grant of 1,200 shares of Common Stock. 

     (b) Interim Grants. If any Non-Employee Director is elected a director 
    other than at an annual meeting of the stockholders of the Corporation, 
    such Non-Employee Director shall receive on the date of such Non-Employee 
    Director's election a grant of shares of Common Stock pursuant to the Plan 
    in the amount of 100 shares of Common Stock for each full 30-day period 
    during the period commencing on and including the date of such person's 
    election as a director and ending on and including the date of the next 
    annual meeting of the stockholders of the Corporation provided for in 
    accordance with the By-Laws of the Corporation as then in effect. No 
    shares shall be included in such grant on account of any such period of 
    less than 30 days. 

     (c) Non-Transferability of Grants. Except for gifts of shares permitted 
    under this Section, no grant of shares of Common Stock pursuant to the 
    Plan shall be transferable by the recipient of such grant, and no shares 
    of Common Stock issued pursuant to the Plan, or any interest therein, may 
    be sold, transferred, pledged, encumbered or otherwise disposed of 
    (including without limitation by way of gift or donation) by the 
    Non-Employee Director to whom such shares are issued as long as such 
    Non-Employee Director shall remain a director of the Corporation. Any 
    Non-Employee Director of the Corporation may make a gift of any such 
    shares to members of the immediate family of such Non-Employee Director or 
    to a trust or other form of indirect ownership (a "Permitted Transferee") 
    on the conditions that (i) the Non-Employee Director shall continue to be 
    deemed a beneficial owner of such transferred shares and retain voting and 
    investment control over such shares while the Non-Employee Director 
    remains a director of the Corporation and (ii) the Permitted Transferee 

                               E-1           

<PAGE>
    shall execute an agreement with the Corporation on terms acceptable to 
    counsel to the Corporation providing that such shares shall be subject to 
    all terms and restrictions of this Plan. For the purpose of this Section 
    4(c), "immediate family" shall have the meaning given in Rule 16a-1 under 
    the Securities Exchange Act of 1934, as amended (the "Securities Exchange 
    Act"), and "beneficial owner" shall have the meaning given in Rule 16a-1 
    under the Securities Exchange Act, other than for purposes of determining 
    beneficial ownership of more than ten percent of any class of equity 
    securities. 

     (d) Execution of Agreement. Each grant of Common Stock pursuant to this 
    Section 4 shall be contingent upon and subject to (i) payment by such 
    Non-Employee Director pursuant to Section 5 of the Issue Price for the 
    shares covered by such grant and (ii) the execution by the Non-Employee 
    Director of a document agreeing to hold the shares of Common Stock covered 
    by such grant in accordance with the terms and conditions of the Plan 
    (including without limitation Sections 4(c) and 10) and containing such 
    other terms and conditions as may be required by counsel to the 
    Corporation in order to comply with federal or state securities laws or 
    other legal requirements. 

   Section 5. Issue Price of Common Stock. Prior to the issuance of Common 
Stock to a Non-Employee Director pursuant to the Plan, the Non-Employee 
Director shall pay to the Corporation an amount of money per share ("Issue 
Price") equal to the lesser of (a) $1.00 per share and (b) ten percent (10%) 
of the fair market value per share thereof; provided, however, that such 
amount shall not be less per share than the par value per share of the Common 
Stock. For the purpose of the foregoing sentence, "fair market value per 
share" shall mean the last sales price of the Common Stock as reported on the 
date of grant as reported on the consolidated transaction reporting system 
for New York Stock Exchange listed issues on that date or, if no sales 
occurred on that date, the last sales price on the consolidated transaction 
reporting system on the most recent prior day on which a sale occurred. The 
Issue Price for shares of Common Stock granted pursuant to the Plan shall be 
tendered to the Corporation within thirty (30) days after notice of the 
amount thereof is given by the Corporation to the recipient of such shares. 

   Section 6. Change in Control. A "Change in Control" shall occur when (i) 
there occurs a reorganization, merger, consolidation, sale of all or 
substantially all the Corporation's assets, or other corporate transaction 
involving the Corporation (a "Corporate Transaction") and the stockholders of 
the Corporation immediately prior to such Corporate Transaction do not, 
immediately after the Corporate Transaction, beneficially own, in the 
aggregate, directly or indirectly, at least 70% of the combined voting power 
of the outstanding voting securities of the successor or resulting 
corporation or other entity resulting from such Corporate Transaction, where 
the term "beneficially own" shall be used as in Sections 13(d) and 14(d) of 
the Securities Exchange Act, (ii) any "person" (as the term "person" is used 
in Sections 13(d) and 14(d) of the Securities Exchange Act) is or becomes the 
beneficial owner, directly or indirectly, of securities of the Corporation 
representing 30% or more of the combined voting power of the Corporation's 
then outstanding securities, (iii) as a result of any solicitation subject to 
Rule 14a-11 under the Securities Exchange Act (or any successor rule thereto) 
one or more persons not recommended by or opposed for election to the Board 
of Directors by one-third or more of the Continuing Directors of the 
Corporation then in office is or are elected a director of the Corporation, 
or (iv) the Corporation shall become subject for any reason to a voluntary or 
involuntary dissolution or liquidation. A "Continuing Director" shall be a 
director of the Corporation who is serving as such on the Effective Date and 
any person who is approved as a nominee or elected to the Board of Directors 
by a majority of Continuing Directors who are then members of the Board of 
Directors of the Corporation. Upon any Change in Control, as of the close of 
business at the principal executive office of the Corporation on the business 
day immediately preceding the date on which such event occurs, for purposes 
of the Plan and to the extent that the provisions of the Plan remain 
applicable to shares granted under the Plan, the restriction provided for in 
Section 4(c) of the Plan shall without further act expire and cease to apply 
to any securities granted under the Plan, the requirement of a legend on 
stock certificates provided for in Section 9 of the Plan shall without 
further act expire and cease to apply to any securities granted under the 
Plan, and each Non-Employee Director or Permitted Transferee holding shares 
issued under the Plan shall thereupon have the right to receive unlegended 
shares as set forth in the last sentence of Section 9 of the Plan. 

                               E-2           

<PAGE>
   Section 7. Adjustments. In the event of changes in the Common Stock of the 
Corporation after the Effective Date by reason of any stock dividend, 
split-up, combination of shares, reclassification, recapitalization, merger, 
consolidation, reorganization or liquidation: (a) the restrictions provided 
in Section 4(c) and the requirement of a legend on stock certificates 
provided in Sections 9 and 10(d) shall apply to any securities issued in 
connection with any such change in respect of stock which has been granted 
under the Plan and (b) appropriate adjustments shall be made by the Board of 
Directors as to (i) the number of shares to be delivered pursuant to grants 
made pursuant to Section 4(a) or 4(b) on or after the record date or other 
effective date of such change, (ii) the number of shares to be delivered and 
the Issue Price where such change occurred after the date of the grant but 
before the date the stock covered by the grant is delivered and (iii) the 
number and class of shares available under the Plan in the aggregate, which 
changes shall be made in the same manner as such items are adjusted for 
purposes of the Contingent Stock Plan of Sealed Air Corporation as then in 
effect. 

   Section 8. Action by Corporation. Neither the existence of the Plan nor 
the issuance of Common Stock pursuant thereto shall impair the right of the 
Corporation or its stockholders to make or effect any adjustments, 
recapitalizations or other change in the Common Stock referred to in Section 
7, any change in the Corporation's business, any issuance of debt obligations 
or stock by the Corporation or any grant of options on stock of the 
Corporation. 

   Section 9. Legend on Stock Certificates. All shares of Common Stock issued 
under the Plan shall, so long as the restrictions imposed by the Plan 
(including without limitation Section 4(c)) remain in effect, be represented 
by certificates, each of which shall bear a legend in substantially the 
following form: 

     This certificate and the shares represented hereby are held subject to 
    the terms of the Restricted Stock Plan for Non-Employee Directors of 
    Sealed Air Corporation, which Plan provides that neither the shares issued 
    pursuant thereto, nor any interest therein, may be sold, transferred, 
    pledged, encumbered or otherwise disposed of (including without limitation 
    by way of gift or donation) except in accordance with such Plan. A copy of 
    such Plan is available for inspection at the executive offices of Sealed 
    Air Corporation. 

Each Non-Employee Director and his or her Permitted Transferees may surrender 
to the Corporation the certificate or certificates representing such shares 
in exchange for a new certificate or certificates, free of the above legend, 
or for a statement from the Corporation representing such shares held in book 
entry form free of such legend at any time after either such Non-Employee 
Director has ceased to be a director of the Corporation or the restriction 
set forth in Section 4(c) has otherwise ceased to apply to the shares covered 
by such certificate. 

   Section 10. Government and Other Regulations and Restrictions. 

     (a) In General. The issuance by the Corporation of any shares of Common 
    Stock pursuant to the Plan shall be subject to all applicable laws, rules 
    and regulations and to such approvals by governmental agencies as may be 
    required. 

     (b) Registration of Shares. The Corporation shall use its reasonable 
    commercial efforts to cause the grants of shares of Common Stock to be 
    made pursuant to this Plan to be registered under the Securities Act of 
    1933, as amended (the "Securities Act"), but shall otherwise be under no 
    obligation to register any shares of Common Stock issued under the Plan 
    under the Securities Act or otherwise. If, at the time any shares of 
    Common Stock are issued pursuant to the Plan or transferred to a Permitted 
    Transferee, there shall not be on file with the Securities and Exchange 
    Commission an effective Registration Statement under the Securities Act 
    covering such shares of Common Stock, the person to whom such shares are 
    to be issued will execute and deliver to the Corporation upon receipt by 
    him or her of any such shares an undertaking, in form and substance 
    satisfactory to the Corporation, that (i) such person has had access or 
    will, by reason of such person's service as a director of the Corporation, 
    or otherwise, have access to sufficient information concerning the 
    Corporation to enable him or her to evaluate the merits and risks of the 
    acquisition of shares of the Corporation's Common Stock pursuant to the 
    Plan, (ii) such person has such knowledge and experience in financial and 
    business matters that such person is capable of evaluating such 

                               E-3           

<PAGE>
    acquisition, (iii) it is the intention of such person to acquire and hold 
    such shares for investment and not for the resale or distribution thereof, 
    (iv) such person will comply with the Securities Act and the Securities 
    Exchange Act with respect to such shares, and (v) such person will 
    indemnify the Corporation for any costs, liabilities and expenses which 
    the Corporation may sustain by reason of any violation of the Securities 
    Act or the Securities Exchange Act occasioned by any act or omission on 
    his or her part with respect to such shares. 

     (c) Resale of Shares. Without limiting the generality of Section 4(c), 
    shares of Common Stock acquired pursuant to the Plan shall not be sold, 
    transferred or otherwise disposed of unless and until either (i) such 
    shares shall have been registered by the Corporation under the Securities 
    Act, (ii) the Corporation shall have received either a "no action" letter 
    from the Securities and Exchange Commission or an opinion of counsel 
    acceptable to the Corporation to the effect that such sale, transfer or 
    other disposition of the shares may be effected without such registration, 
    or (iii) such sale, transfer or disposition of the shares is made pursuant 
    to Rule 144 under the Securities Act, as the same may from time to time be 
    in effect, and the Corporation shall have received information acceptable 
    to the Corporation to such effect. 

     (d) Legend on Certificates. The Corporation may require that any 
    certificate or certificates evidencing shares issued pursuant to the Plan 
    bear a restrictive legend, and be subject to stop-transfer orders or other 
    actions, intended to effect compliance with the Securities Act or any 
    other applicable regulatory measures. 

   Section 11. Corporation's Right to Terminate Retention; 
Non-Exclusivity. Nothing contained in the Plan shall prevent the Board of 
Directors from adopting other or additional compensation arrangements or 
modifying existing compensation arrangements for Non-Employee Directors, 
subject to stockholder approval if such approval is required by applicable 
statute, rule or regulation; and such arrangements may be either generally 
applicable or applicable only in specific cases. The adoption of the Plan 
shall not confer upon any member of the Board of Directors of the Corporation 
any right to continued membership on the Board of Directors of the 
Corporation. 

   Section 12. No Rights in Common Stock. No Non-Employee Director or 
Permitted Transferee shall have any interest in or be entitled to any voting 
rights or dividends or other rights or privileges of stockholders of the 
Corporation with respect to any shares of Common Stock granted pursuant to 
the Plan unless, and until, shares of Common Stock are actually issued to 
such person and then only from the date such person becomes the record owner 
thereof. 

   Section 13. Tax Withholding. The Corporation shall make appropriate 
provisions for the payment of any federal, state or local taxes or any other 
charges that may be required by law to be withheld by reason of a grant or 
the issuance of shares of Common Stock pursuant to the Plan. 

   Section 14. No Liability. No member of the Board of Directors of the 
Corporation, nor any officer or employee of the Corporation acting on behalf 
of the Board of Directors of the Corporation, shall be personally liable for 
any action, determination or interpretation taken or made in good faith with 
respect to the Plan, and all members of the Board of Directors and each and 
any officer or employee of the Corporation acting on their behalf shall, to 
the extent permitted by law, be fully indemnified and protected by the 
Corporation in respect of any such action, determination or interpretation. 

   Section 15. Successors. The provisions of the Plan shall be binding upon 
and inure to the benefit of all successors of any person receiving Common 
Stock of the Corporation pursuant to the Plan, including, without limitation, 
the estate of such person and the executors, administrators or trustees 
thereof, the heirs and legatees of such person, and any receiver, trustee in 
bankruptcy or representative of creditors of such person. 

   Section 16. Subsidiaries. For the purposes of the Plan, the term 
"Subsidiaries" includes those corporations 50 per cent or more of whose 
outstanding voting stock is owned or controlled, directly or indirectly, by 
the Corporation and those partnerships and joint ventures in which the 
Corporation owns directly or indirectly a 50 per cent or more interest in the 
capital account or earnings. 

                               E-4           

<PAGE>
   Section 17. Expenses. The expenses of administering the Plan shall be 
borne by the Corporation. 

   Section 18. Pronouns. Masculine pronouns and other words of masculine 
gender shall refer to both men and women. 

   Section 19. Termination and Amendment of the Plan. The Board of Directors 
may from time to time amend this Plan, or discontinue the Plan or any 
provisions thereof; provided that no amendment or modification of the Plan 
shall be made without the approval of the stockholders of the Corporation 
that would: 

     (a) increase the number of shares of Common Stock available for grant 
    under the Plan; 

     (b) materially increase the benefits accruing to participants under the 
    Plan; 

     (c) modify the requirements as to eligibility for participation under the 
    Plan; or 

     (d) change any of the provisions of this Section 19. 

No amendment or discontinuation of the Plan or any provision thereof shall, 
without the written consent of the participant, adversely affect any shares 
theretofore granted to such participant under the Plan. 

   Section 20. Effective Date. The Plan shall become effective (the 
"Effective Date") on the date of the Plan's approval by the stockholders of 
the Corporation. 

                               E-5           

<PAGE>

[X]  PLEASE MARK YOUR 
     VOTE AS IN THIS 
     EXAMPLE. 

 THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF ALL CLASS III 
 DIRECTORS AND FOR PROPOSALS 1, 3, 4 AND 5. IF NO CHOICE IS SPECIFIED, THIS 
 PROXY WHEN PROPERLY SIGNED AND RETURNED WILL BE VOTED FOR ELECTION 
 OF ALL CLASS III DIRECTORS AND FOR PROPOSALS 1, 3, 4 AND 5.  PLEASE DATE AND 
SIGN AND RETURN PROMPTLY. 


<TABLE>
<CAPTION>
<S>                                                  <C>      <C>      <C>
                                                     FOR    AGAINST   ABSTAIN
1. AMENDMENT OF CERTIFICATE OF INCORPORATION TO      [  ]     [  ]     [  ]
   REPEAL SUPERMAJORITY PROVISIONS.

                                                     FOR    WITHHELD
2. ELECTION OF CLASS III DIRECTORS. (SEE REVERSE)    [  ]     [  ]


FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEE(S):

- ---------------------------
                                                     FOR     AGAINST   ABSTAIN
3. AMENDMENT OF THE CONTINGENT STOCK PLAN,           [  ]     [  ]       [  ]
   INCLUDING AN INCREASE IN THE SHARES OF COMMON
   STOCK AVAILABLE THEREUNDER.

                                                     FOR     AGAINST   ABSTAIN
4. ADOPTION OF THE RESTRICTED STOCK PLAN FOR         [  ]     [  ]       [  ]
   NON-EMPLOYEE DIRECTORS.

                                                     FOR     AGAINST   ABSTAIN
5. RATIFICATION OF THE APPOINTMENT OF KPMG           [  ]     [  ]       [  ]
   PEAT MARWICK LLP AS THE INDEPENDENT 
   AUDITORS FOR THE YEAR ENDING DECEMBER 31, 1998. 

6. IN ACCORDANCE WITH THE PROXY COMMITTEE'S 
   DISCRETION, UPON SUCH OTHER MATTERS AS MAY 
   PROPERLY COME BEFORE THE MEETING. 

</TABLE>


  Please let us know if you plan to attend the Special Meeting:   
  I plan to attend [ ]   I do not plan to attend  [ ] 

                                       Please mark this box if you have 
                                       noted a change of address or any   [   ]
                                       comments in the space on the 
                                       reverse side of this card. 
           
                                       The signer hereby revokes all 
                                       proxies previously given by the 
                                       signer to vote at the 1998 
                                       Annual Meeting and any adjournments 
                                       and acknowledges receipt of the 
                                       Proxy Statement dated May [  ], 1998.

SIGNATURE(S)                                                     DATE 
             --------------------------------------------------        ------ 
NOTE: Please sign EXACTLY as name appears on reverse side. When signing on 
      behalf of a corporation, estate, trust or other stockholder, please 
      give its full name and state your full title or capacity or otherwise 
      indicate that you are authorized to sign. 


<PAGE>

PROXY
             SEALED AIR CORPORATION PROXY/VOTING INSTRUCTION CARD 
                   FOR 1998 ANNUAL MEETING OF STOCKHOLDERS 
              THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS 

The undersigned hereby appoints T. J. Dermot Dunphy, William V. Hickey and H. 
Katherine White, or a majority of them as shall act (or if only one shall 
act, then that one) (the "Proxy Committee"), proxies with power of 
substitution to act and vote at the Annual Meeting of Stockholders of Sealed 
Air Corporation (the "1998 Annual Meeting") to be held at 11:00 a.m. local 
time on June 26, 1998 at the Saddle Brook Marriott, Garden State Parkway at 
I-80, Saddle Brook, New Jersey 07663 and at any adjournments thereof. The 
Proxy Committee is directed to vote as indicated on the reverse side and in 
their discretion upon any other matters that may properly come before the 
1998 Annual Meeting. 

If the undersigned is a participant in Sealed Air Corporation's Thrift and 
Tax-Deferred Savings Plan or its Thrift Plan for Cryovac Employees and has 
stock of Sealed Air Corporation allocated to his or her account, then the 
undersigned instructs the trustee of such plan to vote such shares of stock, 
in person or by proxy, in accordance with the instructions on the reverse 
side at the 1998 Annual Meeting and any adjournments thereof and in their 
discretion upon any other matters that may properly come before the 1998 
Annual Meeting. The terms of each plan provides that shares for which no 
voting instructions are received will be voted in the same proportion as 
shares are voted for participants who provide voting instructions. 

Election of Class III Directors, 
Nominees: 

Lawrence R. Codey 
David Freeman 
Robert L. San Soucie 

Change of 
address/comments: 
- ------------------------- 
- ------------------------- 
- ------------------------- 
- ------------------------- 
(If you have written in 
the above space, please 
mark the corresponding 
box on the reverse side 
of this card) 

PLEASE MARK, DATE AND SIGN YOUR PROXY ON THE REVERSE SIDE AND MAIL IN THE 
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED. THE PROXY COMMITTEE CANNOT VOTE 
YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD. THIS PROXY WILL BE VOTED
AS INDICATED ON THE REVERSE SIDE. 

SEE REVERSE
   SIDE