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                                                                    EXHIBIT 10.8

                                W. R. GRACE & CO.
                        EXECUTIVE SALARY PROTECTION PLAN


                                  AS ADOPTED BY
                               W. R. GRACE & CO.,
                           A CONNECTICUT CORPORATION,
                           EFFECTIVE DECEMBER 2, 1976
                                   AND AMENDED
                             EFFECTIVE MAY 25, 1988


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                           AS ADOPTED AND CONTINUED BY
                                W. R. GRACE & CO.
                             A NEW YORK CORPORATION,
                             EFFECTIVE MAY 25, 1988



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                                W. R. GRACE & CO.
                        EXECUTIVE SALARY PROTECTION PLAN


                                  INTRODUCTION

     Effective December 2, 1976, W. R. Grace & Co., a Connecticut corporation
("Grace Connecticut"), adopted the W. R. Grace & Co. Executive Salary Protection
Plan (the "Plan") for the purpose of providing salary continuation benefits in
the event of the death or disability of an Eligible Executive (as described in
the Plan) of Grace Connecticut or its subsidiaries.

     The Plan was last amended effective November 5, 1987, for all Eligible
Executives who die or become disabled while employed on or after such date.

     As a result of a corporate reorganization whereby Grace Connecticut became
a subsidiary of W. R. Grace & Co., a New York corporation ("Grace New York")
(and was renamed "W. R. Grace & Co. -- Conn."), Grace Connecticut amended the
Plan (as set forth herein), effective May 25, 1988, and Grace New York adopted
and assumed the sponsorship of the Plan, as amended, as of such date, for the
benefit of all persons who, on the immediately preceding date, were Eligible
Executives under the Plan (as maintained by Grace Connecticut) and all other
employees of Grace New York or its subsidiaries who on or after May 25, 1988,
become Eligible Executives under the terms of the Plan.



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                                W. R. GRACE & CO.
                        EXECUTIVE SALARY PROTECTION PLAN

ss.1.      Purpose of the Plan

     To induce the employment or continued employment of Key Employees and to
enable the Company to compete with other corporations offering benefits in
obtaining and retaining the services of competent executives, in order that the
interests of the Company may be advanced.

ss.2.      Definitions

     Unless otherwise required by the context, the following terms when used in
this Plan shall have the meanings set forth in this section.

     (a) "Board of Directors": The Board of Directors of the Company.

     (b) "Committee": The Committee designated to administer the ESP Plan
pursuant to the provision of ss.3.

     (c) "Company": W. R. Grace & Co., a New York corporation. Prior to May 25,
1988, the term "Company" meant W. R. Grace & Co., a Connecticut corporation,
which is referred to herein as "Grace Connecticut".

     (d) "Eligible Executive": A Key Employee under the age of 70 who is
eligible to participate in the ESP Plan in accordance with standards established
by the Committee pursuant toss.4(a).

     (e) "ESP Agreement": An Agreement entered into between the Company and an
Eligible Executive pursuant to the provision of ss.4(b), providing for the
continuance of the Eligible Executive's Recognized Compensation in the event of
death or disability (as determined in accordance with ss.4(b)).

     (f) "ESP Plan" or "Plan": The Executive Salary Protection Plan of the
Company herein set forth as the same may from time to time be amended.

     (g) "Key Employee": An employee of the Company or of a Subsidiary,
including an officer or director who is an employee, who in the opinion of the
Committee can contribute significantly to the growth and successful operations
of the Company or a Subsidiary.

     (h) "Officers": The chairman, vice chairmen, president, secretary,
treasurer and all executive vice presidents, senior vice presidents, and vice
presidents of the Company.

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     (i) "Recognized Compensation": The base monthly salary of the Eligible
Executive as of the time of death or disability (as determined in accordance
with ss.4(b)), or at such other time as shall be specified by the Committee;
provided that the Committee may specify a fixed amount which may be higher or
lower than the Eligible Executive's base monthly salary, and provided further
that Recognized Compensation shall not exceed the highest base salary earned by
the Eligible Executive during the five years preceding his death or disability
(as determined in accordance with ss.4(b)) in any event.

     (j) "Subsidiary": A corporation or other form of business association of
which shares (or other ownership interests) having 50% or more of the voting
power are owned or controlled, directly or indirectly, by the Company.

ss.3.      Administration

     (a) The ESP Plan shall be administered by the Salary, Incentive
Compensation and Employee Benefits Committee of the Board of Directors; provided
that such Committee shall consist of no less than five (5) directors of the
Company, and provided further, that no member of the Committee shall be eligible
to participate in the Plan while serving on the Committee.

     (b) The Committee may establish such rules and regulations, not
inconsistent with the provisions of the ESP Plan, as it deems necessary to
determine eligibility to participate in the Plan and for the proper
administration of the Plan, and may amend or revoke any rule or regulation so
established. The Committee may make such determinations and interpretations
under or in connection with the Plan as it deems necessary or advisable. All
such rules, regulations, determinations and interpretations, subject to the
provisions of ss.3.1 of the By-Laws of the Company, shall be binding and
conclusive upon the Company, its Subsidiaries, its shareholders and all
employees, and upon their respective legal representatives, beneficiaries,
successors and assigns and upon all other persons claiming under or through any
of them.

     (c) Any action required or permitted to be taken by the Committee under
this Plan may be taken in accordance with Article III of the By-Laws of the
Company even though, because of a vacancy or vacancies as a result of
resignations or otherwise, the total number of directors who are then members of
the Committee shall be less than five.



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     (d) Members of the Board of Directors and members of the Committee acting
under the ESP Plan shall be fully protected in relying in good faith upon the
advice of counsel and shall incur no liability except for gross negligence or
willful misconduct in the performance of their duties.

ss.4.      Executive Salary Protection Agreements

     (a) Officers, and such other Key Employees as the Committee shall from time
to time select, shall be eligible to participate in the ESP Plan. The Committee
may require participants in the Plan to meet such standards of health as the
Committee may from time to time establish, and, for this purpose, the Committee
may require the employee to furnish information as to his physical condition and
medical history and to submit to one or more physical examinations.

     (b) Upon a Key Employee's qualification as an Eligible Executive, the
Company may enter into an agreement with such employee providing for the
continued payment of his Recognized Compensation in the event he should die or
become disabled before reaching age 70 and while an active employee of the
Company or a Subsidiary. An Eligible Executive shall be determined to be
disabled for purposes of the ESP Plan if and when he is determined to be
disabled pursuant to the W. R. Grace & Co. Long Term Disability Income Plan.

     (i) The agreement shall provide for the continuation, in the event of such
employee's death (except as otherwise provided in subparagraph (iii) of this
paragraph (b)), of his Recognized Compensation for such periods as the Committee
may determine, provided that the amounts and the periods do not exceed the
following:

               (A)  100% of his Recognized Compensation for the first twelve
                    (12) months following death;

               (B)  50% of his Recognized Compensation for the next
                    one-hundred-eight (108) months; provided that, in the event
                    the employee dies at age 56 or thereafter, the payments
                    referred to in this clause (B) shall not be continued for
                    more than the following periods:


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                                                      Maximum
           Age at Death                    Number of Monthly Payments
           ------------                    --------------------------
                  56                                  96
                  57                                  84
                  58                                  72
                  59                                  60
                  60                                  54
                  61                                  48
                  62                                  48
                  63                                  48
                  64                                  48
                  65                                  42
                  66                                  36
                  67                                  30
                  68                                  24
                  69                                  18


     (ii) The agreement shall also provide for the continuation, in the event
that an Eligible Executive shall become disabled, of his Recognized Compensation
for such periods as the Committee may determine, provided that the amounts and
the periods do not exceed the following:

               (A)  100% of his Recognized Compensation for the first twelve
                    (12) months after he has become disabled;

               (B)  60% of his Recognized Compensation until he attains age 65,
                    provided that in the event he becomes disabled at age 60 or
                    thereafter, the payments referred to in this clause (B)
                    shall not be continued for more than the following periods:


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              Age at Date                   Number of Months of Compensation
              of Disability                    After 12 Months at 100%
              -------------                 --------------------------------
                   60                                  48
                   61                                  36
                   62                                  30
                   63                                  24
                   64                                  18
                   65                                  12
                   66                                   9
                   67                                   6
                   68                                   3
                   69                                   0

The agreement shall further provide that no Eligible Executive shall be entitled
to any continuation of Recognized Compensation in accordance with this
subparagraph (ii) unless he is a participant in the W. R. Grace & Co. Long Term
Disability Income Plan, and that any amounts which may be payable to him in
accordance with this subparagraph (ii) shall be reduced by (x) the amount of any
benefits payable to him under the W. R. Grace & Co. Long Term Disability Income
Plan and under any other disability payment arrangement between him and the
Company or a Subsidiary, and any social security benefits payable to him, for
any reason, or to any members of his family by reason of his disability, and (y)
from and after the date he reaches age 62, any retirement benefits to which he
may be entitled under any retirement plan of the Company or a Subsidiary.

         (iii) The agreement shall also provide for the continuation, in the
event of an Eligible Executive's death while he is receiving payments provided
for in subparagraph (ii) of this paragraph (b), of his Recognized Compensation
for such periods as the Committee may determine, provided that the amounts and
the periods do not exceed the amounts and periods specified in clauses (A) and
(B) of subparagraph (i) of this paragraph (b).

         (c) The payments provided for in an ESP Agreement (other than payments
provided for in accordance with subparagraph (ii) of paragraph (b) of this ss.4)
shall be made to the beneficiary or beneficiaries (which may include one or more
trusts or other entities) of the employee designated by him in



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accordance with the provisions of the ESP Agreement, or, if no such designation
was effectively made, such payments shall be made to the employee's estate or
other person or persons entitled to receive the same under the laws of testate
or intestate succession, as the case may be.

         (d) All rights of an employee under an ESP Agreement shall terminate
(i) upon his reaching age 70, (ii) thirty (30) days following the date upon
which he retires or otherwise (except by reason of death or disability) ceases
to be an active employee of the Company or a Subsidiary, or (iii) thirty (30)
days following the date upon which written notice is given to him that the
Committee has determined that he is no longer a Key Employee, whichever is
earlier. A leave of absence, if approved by the Committee, shall not be deemed a
cessation of employment or a loss of Key Employee status within the meaning of
this paragraph.

         (e) Subject to compliance with the provisions of this Plan, each ESP
Agreement shall contain such other terms and conditions and shall be in such
form as the Committee may determine. Without limiting the foregoing, the ESP
Agreement may, if so prescribed by the Committee, include a requirement that the
employee contribute towards the cost of the benefits provided thereunder.

ss.5.      Insurance

         Upon the determination of the Committee, the Company may procure one or
more life insurance policies, including group policies, on the lives of Eligible
Executives covered by the ESP Plan or may by other appropriate means provide for
the payment of all or part of its obligations under the ESP Plan. All rights and
incidents of ownership in any such insurance policies or in any other assets of
the Company shall belong to the Company (or, with respect to any such insurance
policies procured by Grace Connecticut prior to May 25, 1988, to Grace
Connecticut); and no employee (individually or as a member of the group), and no
beneficiary or other person claiming under or through him, shall have any right,
title or interest in or to any such insurance policies or assets.

ss.6.      General Provisions

         (a) Nothing in the ESP Plan nor in any ESP Agreement or instrument
executed pursuant hereto shall confer upon any employee any right to continue



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in the employ of the Company or a Subsidiary, or shall affect the right of the
Company or of a Subsidiary to terminate the employment of any employee with or
without cause.

         (b) No ESP Agreement shall become effective unless and until all legal
requirements applicable thereto have, in the opinion of counsel to the Company,
been complied with.

         (c) The Company or a Subsidiary may make such provisions as it may deem
appropriate for the withholding of any taxes which the Company or a Subsidiary
determines it is required to withhold in connection with any ESP Agreement, or
any contribution or payment thereunder.

         (d) Nothing in the ESP Plan is intended to be a substitute for, or
shall preclude or limit the establishment or continuation of, any other plan,
practice or arrangement for the payment of compensation or fringe benefits to
employees generally, or to any class or group of employees, which the Company or
any Subsidiary now has or may hereafter lawfully put into effect, including,
without limitation, any retirement, pension, group insurance, stock purchase,
stock bonus or stock option plan.

         (e) The ESP Plan may be amended or terminated by the Board of Directors
at any time provided, however, that no such amendment or termination shall
adversely affect the rights of an employee under an ESP Agreement unless thirty
(30) days' prior written notice thereof is given to the employee, and, provided
further, that no such amendment or termination shall adversely affect the rights
of a deceased employee under an ESP Agreement except as otherwise provided
therein.











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