**EXHIBIT10.17**

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**W.R. GRACE & CO.SEVERANCE PAY PLAN FORSALARIED EMPLOYEES**

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Effective, asamended, April 1, 2005

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W. R. GRACE & CO.SEVERANCE PAY PLANFOR SALARIED EMPLOYEES

# SECTION 1

## OVERVIEW

# PREAMBLE

ThisPlan was originally adopted on January 1, 1994. Effective July 1, 1996, the Plan was amended and restated to reflectthat the severance payable hereunder equals 1-1/2 weeks pay for each year ofservice, and to cease the requirement that “Downsizing Events” must be declaredin order to apply the Plan.  EffectiveFebruary 1, 1999, the Plan was further amended and restated to reflect that noCovered Employee is entitled to severance pay under this Plan, if he or sheceases employment from the Company as a result of the 1999 Grace ProductivityEffectiveness Program, whether or not such cessation is a result of theEmployee’s election to not relocate with his or her position with theCompany.  Effective April 1, 2005, thePlan was further amended and restated to reflect that no Covered Employee isentitled to severance pay under this Plan, unless he or she signs and does notrevoke an agreement acceptable to the Company under which he or she releasesthe Company, as well as its directors, officers, and employees (and otherrelated parties), from any liability related to his or her employment with ortermination from the Company.

1.1           Purpose

Thepurpose of this Plan is to provide guidelines with respect to severance pay tocertain salaried employees of the Core Businesses (as hereinafter defined) of  W. R. Grace & Co., including itsaffiliates and subsidiaries, (hereinafter the “Company”) whom the Companypermanently terminates from its employment because of job elimination orreorganization.  This Plan shall notapply to any employee of the Health Care Businesses (as hereinafter defined) orany non-core business of the Company.

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1.2           Revocation Of Prior SeverancePolicies And Plans:

Effectiveas of July 1, 1996, the Company rescinds, revokes, and discontinues any otherpolicies, plans or practices regarding severance pay with respect to employeesof the Core Businesses, and no severance or similar payments shall be made bythe Company to an employee of any Core Business except as provided under theterms of this Plan or another applicable written severance pay plan of theCompany with an effective date subsequent to the effective date of thisPlan.  The immediately preceding sentencenotwithstanding, the Company may also make severance or similar payments toemployees of Core Businesses pursuant to an arrangement not governed by thisPlan, if the requirements of subsection (a), (b) or (c) of this Section 1.2 aresatisfied.

(a)                                  TheCompany may make severance or similar payments pursuant to, and inconsideration of, a properly executed written agreement that releases theCompany from all claims and potential claims of an employee; provided that theterms of the severance pay arrangement are described in that agreement; andprovided further that the agreement is not part of an “employment terminationprogram” (within the meaning of the Age Discrimination In Employment Act)offered to a group of employees (any such program shall not be implementedwithout the approval of the Benefits Committee).

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(b)                                 TheCompany may make severance or similar payments pursuant to a written employmentagreement that specifies the terms of a severance pay arrangement with respectto an employee.

(c)                                  TheCompany may make severance payments under the Grace Cost Management Program toindividuals who were identified for termination under that Program prior to itsexpiration on June 30, 1996 (even if such termination occurs after that date).

The Plan shall not beinterpreted as requiring severance or similar payments in the circumstancesdescribe in this Section 1.2.

A Covered Employee shallnot receive severance pay under this Plan if the Plan Administrator determinesthat the Covered Employee is entitled to severance or similar payments pursuantto subsection (a), (b) or (c) of this Section 1.2.

SECTION 2

DEFINITIONS

The following words andphrases as used herein shall be defined as follows unless a differentdefinition is plainly required by context.

2.1                                 BaseSalary:

Theregular earnings paid by the Company. Base Salary does not include (a) overtime, commission, incentive,special, premium or bonus compensation or (b) any amount attributable toCompany sponsored employee benefit plans, whether or not such compensation oramount is taxable as income.

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2.2                                 BenefitsCommittee:

TheInvestment and Benefits Committee of W. R. Grace & Co.

2.3                                 ContinuousEmployment:

The period of employment with the Company commencingon the Covered Employee’s (a) first day of employment with the Company or (b)adjusted commencement of service date (as defined and administered by theCovered Employee’s business unit), whichever is later.

2.4                                 CoveredEmployee:

Aregular, full-time salaried employee of the Company employed in the UnitedStates and who is directly employed in one of the Core Businesses; andexcluding any temporary or part-time employee, any employee of the “Health CareBusinesses” of the Company, and any employee covered by a collective bargainingagreement.  “Health Care Businesses” meanNational Medical Care, Inc. and its direct and indirect subsidiaries.

2.5                                 CoreBusinesses:

The following product lines of the Company:  Construction Products, Davison Products,Packaging (including Container) and Emissions Control.  In addition, Grace Headquarters, CorporateTechnical Group, the Research Division (including Washington Research Centerand Lexington Research Laboratory), and Lexington Service Center Operationsshall be considered Core Businesses solely for purposes of this Plan.

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2.6                                 EffectiveDate:

ThisPlan was originally effective as of January 1, 1994.

2.8                           ERISA:

TheEmployee Retirement Income Security Act of 1974, as now in effect or ashereafter amended.

2.9                           Last Scheduled EmploymentDate:

A Covered Employee’s final scheduled date of work withthe Company which is established by the Company.

2.10                       Layoff:

The discontinuance of active employment with theCompany which is initiated by the Company and which is expected by the Companyto be less than one year.

2.11                         MedicalOr Life Plan:

EachCompany-sponsored employee welfare benefit plan (as defined by ERISA section3(1)) that provides medical or life insurance coverage to active employees.

2.12                       Plan:

The W. R. Grace & Co. Severance PayPlan for Salaried Employees, as set forth herein.

2.13                       Plan Administrator:

The W. R. Grace & Co. Corporate Human ResourcesDivision Vice President or his or her designee.

2.14                       Plan Sponsor:

W. R. Grace & Co.

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2.15                       Product Line/Business UnitExecutive:

A Company officer who has been designated by the ChiefExecutive Officer of the Company as the head of a major product line orbusiness unit of the Company.

2.16                       Week’s Pay:

A Covered Employee’s annual Base Salary in effect onhis Last Scheduled Employment date, divided by 52.

2.17                       Year of Service:

During a Covered Employee’s period ofContinuous Employment, each twelve consecutive month period that commences on(a) the first date of the Covered Employee’s employment with the Company oradjusted commencement of service date (as defined and administered by theCovered Employee’s business unit), whichever is later, and (b) the anniversaryof that date.

SECTION 3

ELIGIBILITY

3.1                                 ACovered Employee shall qualify to receive severance pay up to an amount setforth in Section 3.3 if (a) the Plan Administrator determines that the CoveredEmployee was terminated by the Company and at the time of termination of employmentthe employee was employed directly in one of the Core Businesses, (b) theCovered Employee signs and does not revoke an agreement acceptable to theCompany under which he or

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she releases the Companyand its directors, officers, and employees (and other related parties) from anyliability related to his or her employment with or termination from the Companyand (c) no provision of Section 3.2 is applicable with respect to the employee.

3.2                                 Theprovisions of Section 3.1 notwithstanding, a Covered Employee shall not qualifyto receive severance pay if the Plan Administrator determines that any of thefollowing circumstances are applicable with respect to the employee:

(a)                                  TheCovered Employee is on Layoff or leave of absence (paid or unpaid);

(b)                                 TheCovered Employee terminated his or her employment with the Company for anyreason, including resignation or retirement, prior to the employee’s LastScheduled Employment Date:

(c)                                  TheCovered Employee is terminated by the Company as a result of the Company’s saleor transfer of all or a portion of the stock or assets of a business of theCompany to another person or entity, whether or not the Covered Employeebecomes an employee of, or is offered employment with, such other person orentity;

(d)                                 TheCovered Employee is terminated by the Company before, or on, the employee’sLast Scheduled Employment Date for (i) misconduct with respect of the employee’sobligations to the Company, (ii) “cause” (as defined herein), (iii) violationof any agreement between the employee and the Company, (iv) failure to

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                                                followpolicies, rules or procedures of the Company or of the employee’s business unitor (v) similar reasons.  “Cause” meansthe willful refusal by the employee to substantially carry out his or herassigned duties and responsibilities, or the employee engaging in actions thatare injurious to the Company (monetarily or otherwise).  (No provision of this Plan shall be deemedto, or interpreted to, in any way limit the Company’s authority or discretionto terminate an employee for any reason.)

(e)                                  TheCovered Employee refuses to accept an offer to transfer to another position atthe Company for a Base Salary that is not less than the employee’s Base Salaryeffective as of the employee’s Last Scheduled Employment Date, where theprincipal work location of the position is within a reasonable commutingdistance of the Covered Employee’s residence.

(f)                                    TheCovered Employee (i) fails to follow policies, rules or procedures of theCompany or of the employee’s business unit or (ii) fails to adhere to anyagreement between the employee and the Company, through the Covered Employee’sLast Scheduled Employment Date.

(g)                                 TheCovered Employee (i) is entitled to receive long term disability (“LTD”)payments under any plan or program sponsored by the Company that provides LTDpayments to eligible employees, as of the employee’s Last Scheduled Employmentdate or (ii) becomes

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                                                eligibleto receive such LTD payments as a result of a disability that commences priorto or on the employee’s Last Scheduled Employment Date.  Any such Covered Employee shall be entitledto LTD payments, in accordance with the terms of such plan or program.

(h)                                 TheCovered Employee is covered by any other severance plan of the Company.

(i)                                     TheCovered Employee does not sign or revokes an agreement acceptable to theCompany under which he or she releases the Company and its directors, officers,and employees (and other related parties) from any liability related to his orher employment with or termination from the Company.

3.3                                                     Amountof Severance Pay:

If a Covered Employee qualifies for severance payunder this Plan, the amount of severance to which he shall be entitled shallnot exceed 1-1/2 Weeks Pay for each Year of Service (subject to a minimum of 4Weeks Pay and a maximum of 52 Weeks Pay).

3.4                                                     Timeand Form of Payment:

Severance pay shall be paid in regular payrollinstallments where each such installment is equal to the Covered Employee’speriodic Base Salary payment, until the total severance for which the CoveredEmployee qualifies is paid (with the uneven balance, if any, added to the finalinstallment), commencing as soon as

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practicable following the employee’s Last ScheduledEmployment Date; provided that, at the option of the Company (upon the request ofthe Covered Employee or otherwise) (a) severance pay may be paid in a lump sumpayment as soon as practicable following the employee’s Last ScheduledEmployment Date, and (b) the unpaid balance of severance pay that is being paidin regular payroll installments may be paid in a lump sum payment at any timeduring the installment payment period. Notwithstanding the foregoing, as soon as practicable after the CoveredEmployee commences full-time employment as an employee of an employer, thetotal remaining severance pay to which the Covered Employee is entitled shallbe paid in a lump sum payment.

3.5                                                     DeductionsFrom Severance Pay:

The Company shall deduct from severance payments (a)any federal, state or local withholding or other taxes or charges which it isrequired to deduct under applicable laws, (b) any amounts that the CoveredEmployee owes the Company and (c) any required employee contributions withrespect to the continuation of benefits regarding the employee pursuant toSection 9.

3.6                                                     DenialOr Discontinuance of Severance/Similar Payments:

Any other provision of the Plan to the contrarynotwithstanding, the Plan Administrator may deny or discontinue severance orsimilar pay to a Covered Employee if the Plan Administrator determines

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that the Covered Employee has engaged in “inappropriateconduct” (as defined herein) before or after the Covered Employee’s LastScheduled Employment Date.  “Inappropriateconduct” means any action that (a) violates any policy, rule or procedure ofthe Company or the employee’s business unit, (b) violates any agreement betweenthe employee and Company, or (c) is otherwise detrimental to the Company.

3.7                                                     Reemploymentby the Company:

In the event that an individual who received severancepay under any severance pay plan or policy of the Company becomes reemployed bythe Company thereafter, he shall not receive credit under any severance payplan or policy of the Company (including this Plan) for the years of servicefor which Severance Pay had previously been paid to the employee.

3.8                                                     Deathof Covered Employee:

If a Covered Employee dies prior to the employee’sLast Scheduled Employment Date, severance shall not be paid pursuant to thisPlan, with respect to the deceased employee. If a Covered Employee dies on or after the employee’s Last ScheduledEmployment Date, the unpaid amount of severance to which the employee wasentitled shall be paid in a lump sum payment to his or her spouse or, if theemployee is not married on the date of death, to the employee’s estate.

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SECTION 4

INTEGRATION WITH NOTICE REQUIREMENTS

Tothe extent that the Company is required to make a payment to a Covered Employeepursuant to a federal, state or local plant closing law (including, but notlimited to, the Federal Workers Adjustment and Retraining Notification Act) (a “PlantClosing Payment”), any severance pay that might be payable to the employeeunder this Plan shall be reduced by an amount equal to the Plant ClosingPayment; provided that any payments made pursuant to an applicable state orlocal unemployment compensation law shall not be regarded as paid pursuant to aplant closing law.

SECTION 5

ADMINISTRATION AND INTERPRETATION OF PLAN

ThePlan Administrator shall have general responsibility for the administration andinterpretation of the Plan.  The PlanAdministrator shall have full discretionary authority to determine if anindividual qualifies for severance pay and the amount, if any, of severance paypayable under the Plan, and to otherwise interpret and construe the Plan.  The interpretations and determinations of thePlan Administrator shall be binding and conclusive unless they are determinedby a court of law to be arbitrary and capricious.

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SECTION 6

SOURCE OF BENEFITS

ThisPlan is unfunded and shall not be secured by any specific asset, account, orfund of the Company.  To the extent thatany person acquires a right to receive payments from the Company hereunder,such right shall be no greater than the right of an unsecured general creditorof the Company.

SECTION 7

CLAIMS AND APPEALS

7.1                                 ACovered Employee or former employee who believes that an event has occurredwhich qualifies the employee for a benefit under this Plan, but who has notbeen advised of such benefit or believes that the calculation of the benefit isin error, shall file a claim with the Plan Administrator.  The claim must be filed within 30 days of thedate on which the employee had been advised of his or her Last ScheduledEmployment Date with the Company or, if later, within 30 days of the date thatthe employee has learned the amount of his or her benefit under this Plan orthat the employee will not receive such a benefit.  The claim must be in a writing, signed anddated by the employee, which includes an explanation of the claim specifyingthe Section or Sections of this Plan upon which the claim is based.  A decision on the claim shall be made by thePlan Administrator within 30 days of receipt of the claim, unless specialcircumstances require an extension, in which case a decision shall be reachedas soon

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                                                aspossible but in no event more than 60 days after receipt of the claim.  Notice of the decision shall be given to theemployee in writing and sent by first class mail to the employee’s last knownaddress, and shall set forth the reasons for the decision.

7.2                                 Ifany claim is denied in whole or in part, the claimant may appeal to the PlanAdministrator in writing within 60 days of the date notice of denial isreceived by the claimant.  Such appealmay include any additional information and statements which the claimant feelssupport the claimant’s position.  Adecision on the appeal shall be made by the Plan Administrator within 30 daysof receipt of the appeal, unless special circumstances require an extension, inwhich case a decision shall be reached as soon as possible but in no event morethan 60 days after receipt of the appeal. Notice of the decision on the appeal shall be given to the claimant inwriting and sent by first class mail to the claimant’s last known address, andshall set forth the reasons for the decision.

SECTION 8

AMENDMENT AND TERMINATION

Byaction of the Board of Directors of the Company or the Benefits Committee orits designee, the Company may (a) amend or revise the Plan in any respect andat any time or (b) terminate the Plan at any time.

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Thebenefits provided under this Plan are not vested benefits and, therefore,eligibility for such benefits may be changed at any time by amendment ortermination of the Plan.

SECTION 9

BENEFITS

9.1                                 Ifa Covered Employee receives severance pay under this Plan in regular payrollinstallments, the Covered Employee shall continue to participate in eachMedical Or Life Plan, under which the employee is covered on the employee’sLast Scheduled Employment Date, until the end of the calendar month in whichthe period that severance is paid to the employee expires; such participationshall be under the same terms and conditions as would be applicable had theemployee continued to be an active employee of the employee’s business unit forthat period.

This Plan Section 9.1shall not limit the Company’s ability to amend or terminate any Medical Or LifePlan with respect to active employees, and such amendment or termination shallalso apply to each Covered Employee receiving severance who is covered by suchplan.

9.2                                 Underno circumstances shall (a) severance pay be considered compensation forpurposes of any Company-sponsored defined benefit or defined contributionemployee pension benefit plan (as defined by ERISA section 3(2)(A)) or (b) theperiod during which the Covered Employee receives severance be considered, orcounted as, service or credited service under any such plan; except as requiredby applicable law or applicable regulation or by the terms of such plan.

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9.3                                 Forpurposes of eligibility to elect coverage under a retiree medical or lifeinsurance plan (a “Retiree Medical Plan”), sponsored by the Company, which isotherwise applicable to a Covered Employee who is eligible to receive severanceunder this Plan:  (i) the employee shallbe credited with a period of service which is equal to the period for which heor she could have received installment severance payments under the Plan(whether or not he or she actually receives installment payments) and (ii) theemployee’s age at separation of service with the Company shall be deemed to behis or her age on the date that the last installment severance payment wouldhave been made to the employee.  Withregard to a Covered Employee who would not be eligible to elect coverage undera Retiree Medical Plan but for the immediately preceding sentence, the employeeshall be eligible to elect to commence participation under such Plan as of, orafter, the date he or she receives his or her last severance payment under thePlan (even if that payment is a lump sum payment).  Notwithstanding the foregoing, if theprovisions of a Retiree Medical Plan conflict with the provisions of thisSection 9.3, the provisions of the Retiree Medical Plan shall control.

9.4                                 Exceptas provided by Section 3.2(g), each Covered Employee’s participation in anyplan or program of the company that provides LTD payments to eligible employeesshall cease as of the employee’s Last Scheduled Employment Date, and no suchplan shall provide LTD payments to the Covered Employee with respect todisabilities occurring after that date.

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SECTION 10

MISCELLANEOUS

10.1                           TheCompany reserves the right to determine whether any employee or group ofemployees qualifies for severance pay. The Company also reserves the right, whether in an individual case ormore generally, not to pay severance or to pay a lesser amount than is setforth in this Plan.

10.2                           Anyother provision of this Plan to the contrary notwithstanding, a CoveredEmployee’s business unit Product Line/Business Unit Executive may recommend, orthe Plan Administrator may approve, that the Covered Employee receive severancepay that is less than the amount of severance calculated in accordance withSection 3 of this Plan; and, in such a case, the Covered Employee shall beentitled only to that lesser amount of severance pay.

10.3                           Thefact that a former employee has failed to qualify for a benefit under this Planshall not rescind or otherwise affect in any manner the employee’s terminationof employment from the Company, and such failure to qualify for a benefit shallnot establish any right (a) to a continuation or a reinstatement of employmentwith the Company or (b) to receive any payment from the Company in lieu of suchbenefit.

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10.4                           If anemployee or former employee is eligible for benefits under this Plan, togetherwith other cash termination benefits (other than benefits provided by aqualified retirement plan) (“Total Benefits”), equal to or exceeding theequivalent of twice the employee’s “annual compensation” (as herein defined)during the year immediately preceding the employee’s Last Scheduled EmploymentDate, the Plan Administrator shall reduce the benefits payable under this Planso that Total Benefits do not exceed that amount.  “Annual compensation” means the amount setforth in section 2510.3-2(b)(2)(i) of the Department of Labor regulationsissued under ERISA.

10.5                           Allpayments made to each Covered Employee under this Plan shall be completed nolater than 24 months after the termination of the employee’s service with theCompany.

10.6                           Anyother provision of this Plan or any provision of any other severance or similarplan or policy of the Company notwithstanding: (a) a Covered Employee that qualifies for benefits under this Plan shallnot qualify, or be eligible, for severance pay or similar benefits under anyother plan or policy of the Company, including any severance plan coveringemployees of the Health Care Businesses; and (b) a Covered Employee shall notreceive benefits under more than one severance or similar plan or program ofthe Company.

10.7                           Notwithstandingany other provision of this Plan, no Covered Employee shall be eligible forbenefits under this Plan as a result of ceasing employment under the Company’s1999 Productivity Effectiveness Program, whether or not such cessation is aresult of his or her election to not physically relocate with his or herposition under the Program, or as a result of any other circumstance related tothe Program.

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