EXHIBIT 2.2  IN THE UNITED STATES BANKRUPTCY
COURT
FOR THE DISTRICT OF DELAWARE  In re:
  )
  Chapter 11)W. R. GRACE & CO., et al.
  )
  Case
  No. 01-1139 (JKF))
  Jointly
  AdministeredDebtors.
  ))  FIRST AMENDED JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE OF W. R. GRACE & CO., ET AL.,
THEOFFICIAL COMMITTEE OF
ASBESTOS PERSONAL INJURY CLAIMANTS, THE ASBESTOS PI FUTURE CLAIMANTS REPRESENTATIVE, AND THE
OFFICIAL COMMITTEE OFEQUITY SECURITY HOLDERSDATED FEBRUARY 27, 2009


David M.
  Bernick, P.C.
  Theodore L.
  Freedman
  Deanna D.
  Boll
  KIRKLAND &
  ELLIS LLP
  Citigroup
  Center
  153 East
  53rd Street
  New York, NY
  10022
  Telephone:
  (212) 446-4800
  
  Laura Davis
  Jones (#2436)
  James E.
  ONeill (#4042)
  Timothy
  Cairns (#4228)
  PACHULSKI
  STANG ZIEHL & JONES LLP
  919 North
  Market Street, 17th Floor
  P.O. Box
  8705
  Wilmington,
  DE 19899-8705 (Courier 19801)
  Telephone:
  (302) 652-4100
  
  Counsel for the Debtors and Debtors in Possession
  
  Roger
  Frankel
  Richard H.
  Wyron
  Debra L.
  Felder
  ORRICK, HERRINGTON & SUTCLIFFE LLP
  Columbia Center
  1152 15th Street, NW
  Washington, DC  20005-1706
  Telephone:  (202) 339-8400
  
  John C.
  Phillips, Jr. (#110)
  PHILLIPS, GOLDMAN & SPENCE, P.A.
  1200 North
  Broom Street
  Wilmington, DE 19806
  Telephone: (302) 655-4200
  
  Counsel for David T. Austern,
  Asbestos PI Future Claimants Representative
  
  Elihu
  Inselbuch
  CAPLIN &
  DRYSDALE, CHARTERED
  375 Park
  Avenue, 35th Floor
  New York, NY
  10152-3500
  Telephone:  (212) 319-7125
  Peter Van N.
  Lockwood
  Ronald
  Reinsel
  Jeffrey
  Liesemer
  CAPLIN &
  DRYSDALE, CHARTERED
  One Thomas
  Circle, NW
  Washington,
  DC 20005
  Telephone:  (202) 862-5000
  Marla R.
  Eskin (#2989)
  Mark T.
  Hurford (#3299)
  CAMPBELL & LEVINE, LLC
  800 King
  Street, Suite 300
  Wilmington,
  DE 19801
  Telephone:  (302) 426-1900
  Counsel
  for the Official Committee of
  Asbestos
  Personal Injury Claimants
  
  Philip
  Bentley
  Douglas
  Mannal
  KRAMER LEVIN
  NAFTALIS & FRANKEL LLP
  1177 Avenue
  of the Americas
  New York, NY
  10036
  Telephone:
  (212) 715-9100
  Teresa K.D.
  Currier (#3080)
  BUCHANAN
  INGERSOLL & ROONEY PC
  The
  Brandywine Building
  1000 West
  Street, Suite 1410
  Wilmington,
  DE 19801
  Telephone:
  (302) 552-4200
  Counsel for the Official Committee of
  Equity Security Holders  ii


TABLE OF CONTENTS  PageARTICLE 1 DEFINITIONS, CONSTRUCTION OF TERMS, EXHIBITS AND
  ANCILLARY DOCUMENTS
  21.1
  DEFINED TERMS
  21.2
  OTHER TERMS/INTERPRETATION
  401.3
  THE PLAN DOCUMENTS
  411.4
  ANCILLARY DOCUMENTS
  41ARTICLE 2
  PROVISIONS FOR PAYMENT OF ADMINISTRATIVE EXPENSES AND PRIORITY TAX CLAIMS
  412.1
  UNCLASSIFIED CLAIMS
  412.1.1
  PAYMENT
  OF ALLOWED ADMINISTRATIVE EXPENSE CLAIMS
  412.1.2
  PRIORITY
  TAX CLAIMS
  44ARTICLE 3 CLASSIFICATION AND TREATMENT OF CLAIMS AND EQUITY
  INTERESTS
  443.1
  SUMMARY
  443.1.1
  Class 1.
  Priority Claims
  453.1.2
  Class 2.
  Secured Claims
  453.1.3
  Class 3.
  Employee Benefit Claims
  463.1.4
  Class 4.
  Workers Compensation Claims
  463.1.5
  Class 5.
  Intercompany Claims
  473.1.6
  Class 6.
  Asbestos PI Claims
  473.1.7
  Class 7.
  Asbestos PD Claims
  483.1.8
  Class 8.
  CDN ZAI PD Claims
  503.1.9
  Class 9.
  General Unsecured Claims
  503.1.10
  Class 10.
  Equity Interests in the Parent
  553.1.11
  Class 11.
  Equity Interests in the Debtors other than the Parent
  55ARTICLE 4 MODIFICATION OR WITHDRAWAL OF THIS PLAN
  554.1
  MODIFICATION OF THE PLAN; AMENDMENT OF PLAN
  DOCUMENTS
  554.1.1
  Modification
  of the Plan
  554.1.2
  Post-Effective
  Date Amendment of Other Plan Documents
  564.2
  WITHDRAWAL OF THIS PLAN
  56  i


TABLE OF CONTENTS (continued)  Page4.2.1
  Right
  to Withdraw this Plan
  564.2.2
  Effect
  of Withdrawal
  56ARTICLE 5
  PROVISIONS FOR TREATMENT OF DISPUTED CLAIMS AND ASBESTOS CLAIMS GENERALLY
  565.1
  OBJECTION
  TO CLAIMS (OTHER THAN ASBESTOS PI CLAIMS, ASBESTOS PD CLAIMS, AND CDN ZAI PD
  CLAIMS); PROSECUTION OF DISPUTED CLAIMS
  575.2
  RESOLUTION OF ASBESTOS PI CLAIMS
  575.3
  RESOLUTION OF ASBESTOS PD CLAIMS
  575.4
  RESOLUTION OF CDN ZAI PD CLAIMS
  58ARTICLE 6 ACCEPTANCE OR REJECTION OF THIS PLAN
  586.1
  IMPAIRED CLASSES TO VOTE
  586.2
  ACCEPTANCE BY IMPAIRED CLASSES OF CLAIMS
  586.3
  PRESUMED ACCEPTANCE OF THIS PLAN
  586.4
  ACCEPTANCE PURSUANT TO
  SECTION 524(G) OF THE BANKRUPTCY CODE.
  586.5
  NONCONSENSUAL CONFIRMATION
  586.5.1
  Cram
  Down
  586.5.2
  General
  Reservation of Rights
  59ARTICLE 7 IMPLEMENTATION OF THIS PLAN
  597.1
  CORPORATE GOVERNANCE
  597.1.1
  Amendment
  of Certificates of Incorporation of the Debtors
  597.1.2
  Amendment
  of By-Laws of the Parent
  607.1.3
  Precedence
  of Share Issuance Obligations
  607.1.4
  Warrants
  607.2
  THE ASBESTOS PI TRUST
  617.2.1
  Creation
  of the Asbestos PI Trust
  617.2.2
  Funding
  of the Asbestos PI Trust
  627.2.3
  Transfer
  of Claims and Demands to the Asbestos PI Trust
  637.2.4
  Assignment
  and Enforcement of Asbestos PI Trust Causes of Action
  637.2.5
  Appointment
  and Termination of Asbestos PI Trustees
  64  ii


TABLE OF CONTENTS (continued)  Page7.2.6
  Creation
  and Termination of the Asbestos PI TAC
  647.2.7
  Cooperation
  Agreement
  647.2.8
  Institution
  and Maintenance of Legal and other Proceedings
  647.3
  THE ASBESTOS PD TRUST
  647.3.1
  Creation
  of the Asbestos PD Trust
  647.3.2
  Funding
  of the Asbestos PD Trust
  657.3.3
  Transfer
  of Claims and Demands to the Asbestos PD Trust
  667.3.4
  Assignment
  and Enforcement of Asbestos PD Trust Causes of Action
  667.3.5
  Appointment
  and Termination of Asbestos PD Trustees
  677.3.6
  Creation
  and Termination of the Zonolite Attic Insulation TAC
  677.4
  PAYMENTS AND DISTRIBUTIONS UNDER THIS PLAN
  677.4.1
  Asbestos
  PI Trust Payments, Asbestos PD Trust Payments and Plan Distributions
  677.4.2
  Timing
  of Plan Distributions
  687.5
  DELIVERY OF DISTRIBUTIONS AND
  UNDELIVERABLE OR UNCLAIMED DISTRIBUTIONS
  687.5.1
  Delivery
  by the Reorganized Debtors of Distributions in General
  687.5.2
  Undeliverable
  Distributions by the Reorganized Debtors
  687.6
  PAYMENTS UNDER THIS PLAN
  697.6.1
  Manner
  of Cash Payments under this Plan
  697.6.2
  Fractional
  Payments under this Plan
  697.7
  CONDITIONS TO OCCURRENCE OF THE CONFIRMATION
  DATE
  697.8
  CONDITIONS TO OCCURRENCE OF THE EFFECTIVE DATE
  817.9
  MANAGEMENT OF THE REORGANIZED DEBTORS
  857.10
  CORPORATE ACTION
  857.11
  EFFECTUATING DOCUMENTS AND FURTHER TRANSACTIONS
  857.12
  ALLOCATION OF PLAN DISTRIBUTIONS BETWEEN
  PRINCIPAL AND INTEREST
  857.13
  NO SUCCESSOR LIABILITY
  86  iii


TABLE OF CONTENTS (continued)  Page7.14
  DEEMED CONSOLIDATION OF THE DEBTORS FOR PLAN
  PURPOSES ONLY
  867.15
  INSURANCE NEUTRALITY
  87ARTICLE 8 INJUNCTIONS, RELEASES & DISCHARGE
  888.1
  DISCHARGE
  888.1.1
  Discharge
  of the Debtors and Related Discharge Injunction
  898.1.2
  Discharge
  of Liabilities to Holders of Asbestos PI Claims
  898.1.3
  Discharge
  of Liabilities to Holders of Asbestos PD Claims
  898.1.4
  Discharge
  of Liabilities to Holders of CDN ZAI PD Claims
  898.1.5
  Disallowed
  Claims and Disallowed Equity Interests
  898.1.6
  Non-Dischargeable
  ERISA Liability
  908.2
  THE ASBESTOS PI CHANNELING INJUNCTION
  908.2.1
  Asbestos PI Channeling Injunction
  908.2.2
  Reservations from Asbestos PI Channeling Injunction
  918.3
  THE ASBESTOS PD CHANNELING INJUNCTION
  938.3.1
  Asbestos PD Channeling Injunction
  938.3.2
  Reservations from Asbestos PD Channeling Injunction
  948.4
  ASBESTOS INSURANCE ENTITY INJUNCTION
  968.4.1
  Asbestos
  Insurance Entity Injunction
  968.5
  SUCCESSOR CLAIMS INJUNCTION
  978.5.1
  Injunction
  988.6
  INJUNCTIONS
  AND RELEASES RELATED TO THE SEALED AIR INDEMNIFIED PARTIES AND FRESENIUS
  INDEMNIFIED PARTIES
  988.7
  TERM OF CERTAIN INJUNCTIONS AND AUTOMATIC STAY
  998.7.1
  Injunctions
  and/or Automatic Stays in Existence Immediately prior to Confirmation
  998.7.2
  Injunctions
  Provided for in this Plan
  998.8
  ADDITIONAL RELEASES AND INDEMNIFICATION
  998.8.1
  Release
  of Sealed Air Indemnified Parties
  998.8.2
  Reservation
  of Rights With Respect to Cryovac Transaction Contractual Obligations
  100  iv


TABLE OF CONTENTS (continued)  Page8.8.3
  Release
  of Fresenius Indemnified Parties
  1018.8.4
  Assumption
  of 1998 Tax Sharing Agreement and Section 4.04 of the TSIA
  1018.8.5
  Effect
  of the Fresenius Settlement Agreement, the Fresenius Settlement Order, and
  the Sealed Air Settlement Agreement
  1028.8.6
  Release
  of Avoidance Actions
  1028.8.7
  Specific
  Releases by Holders of Claims or Equity Interests
  1028.8.8
  Release
  by Debtors and Estate Parties
  1038.8.9
  Indemnification
  of Representatives of the Debtors and Non-Debtor Affiliates
  1038.8.10
  Indemnification
  of Reorganized Debtors and Their Representatives by the Asbestos PI Trust
  1038.8.11
  Indemnification
  of the Reorganized Debtors and Their Representatives by the Asbestos PD Trust
  104ARTICLE 9 EXECUTORY CONTRACTS, UNEXPIRED LEASES, LETTERS OF
  CREDIT, SURETY BONDS, COMPENSATION, INDEMNITY AND BENEFIT PROGRAMS
  1059.1
  ASSUMPTION OF EXECUTORY CONTRACTS AND UNEXPIRED
  LEASES
  1059.1.1
  Assumption
  Generally.
  1059.1.2
  Assumption
  Procedures.
  1059.1.3
  Rejection
  of Certain Executory Contracts and Unexpired Leases.
  1079.2
  LETTERS OF CREDIT AND SURETY BONDS
  1089.3
  COMPENSATION, INDEMNITY AND BENEFIT PROGRAM
  1089.3.1
  Employee
  Benefits.
  1089.3.2
  Retiree
  Benefits.
  1099.3.3
  Workers
  Compensation Benefits.
  109ARTICLE 10 RETENTION OF JURISDICTION
  10910.1
  PLAN DOCUMENTS
  10910.2
  EXECUTORY CONTRACTS AND UNEXPIRED LEASES
  10910.3
  DISPUTED CLAIMS ALLOWANCE/DISALLOWANCE
  110  v


TABLE OF CONTENTS (continued)  Page10.4
  ENFORCEMENT/MODIFICATION
  OF THIS PLAN AND THE RELEASES, INJUNCTIONS AND DISCHARGE PROVIDED UNDER THE
  PLAN
  11010.5
  COMPENSATION OF PROFESSIONALS
  11110.6
  SETTLEMENTS
  11110.7
  TAXES
  11110.8
  SPECIFIC PURPOSES
  11110.9
  INSURANCE MATTERS
  111ARTICLE 11 MISCELLANEOUS PROVISIONS
  11211.1
  AUTHORITY OF THE DEBTORS
  11211.2
  AUTHORITY
  OF THE REORGANIZED DEBTORS TO GRANT NEW STOCK INCENTIVE PLAN AND IMPOSE STOCK
  TRADING RESTRICTIONS
  11211.3
  PAYMENT OF STATUTORY FEES
  11211.4
  RETAINED CAUSES OF ACTION
  11211.4.1
  Maintenance
  of Causes of Action
  11311.4.2
  Preservation
  of All Causes of Action not Expressly Settled or Released
  11411.5
  THIRD-PARTY AGREEMENTS
  11411.6
  REQUIREMENTS OF THE FRESENIUS SETTLEMENT
  AGREEMENT
  11411.7
  REQUIREMENTS OF THE SEALED AIR SETTLEMENT
  AGREEMENT
  11411.8
  DISSOLUTION
  OF THE UNSECURED CREDITORS COMMITTEE, THE ASBESTOS PI COMMITTEE, THE
  ASBESTOS PD COMMITTEE AND THE EQUITY COMMITTEE; CONTINUED RETENTION OF THE
  ASBESTOS PI FUTURE CLAIMANTS REPRESENTATIVE AND THE ASBESTOS PD FUTURE
  CLAIMANTS REPRESENTATIVE
  11411.9
  EXCULPATION
  11511.10
  TITLE TO ASSETS; DISCHARGE OF LIABILITIES
  11611.11
  ENTIRE AGREEMENT
  11611.12
  NOTICES
  11611.13
  HEADINGS
  120  vi


TABLE OF CONTENTS (continued)  Page11.14
  GOVERNING LAW
  12011.15
  FILING OF ADDITIONAL DOCUMENTS
  12011.16
  COMPLIANCE WITH TAX REQUIREMENTS
  12011.17
  EXEMPTION FROM TRANSFER TAXES
  12011.18
  FURTHER ASSURANCES
  12011.19
  FURTHER AUTHORIZATIONS
  121  vii


IN THE UNITED STATES BANKRUPTCY
COURT
FOR THE DISTRICT OF DELAWARE  In re:
  )
  Chapter 11)W. R. GRACE & CO.,et al.
  )
  Case
  No. 01-1139 (JKF))
  Jointly
  AdministeredDebtors.
  ))  FIRST AMENDED JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE OF W. R. GRACE & CO., ET AL,
THEOFFICIAL COMMITTEE OF
ASBESTOS PERSONAL INJURY CLAIMANTS, THE ASBESTOS PI FUTURE CLAIMANTS REPRESENTATIVE, AND THE
OFFICIAL COMMITTEE OF EQUITY SECURITY HOLDERSDATED FEBRUARY 27, 2009  THIS
PLAN(1) PROVIDES, AMONG OTHER THINGS, FOR THE ISSUANCE OF INJUNCTIONS THAT
(A) RESULT IN THE CHANNELING OF ALL ASBESTOS PERSONAL INJURY CLAIMS,
ASBESTOS PROPERTY DAMAGE CLAIMS, AND CDN ZAI PD CLAIMS (INCLUDING ALL RELATED
SUCCESSOR CLAIMS) AGAINST  W. R. GRACE &
CO. AND THE ASBESTOS PROTECTED PARTIES (AS DEFINED HEREIN) INTO TRUSTS AND/OR A
CLAIMS FUND AND (B) ENJOIN ALL SUCCESSOR CLAIMS BASED ON OR ARISING FROM,
IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, THE CRYOVAC TRANSACTION OR
FRESENIUS TRANSACTION AGAINST W. R. GRACE & CO. AND THE ASBESTOS
PROTECTED PARTIES (AS DEFINED HEREIN), EACH AS MORE FULLY DESCRIBED HEREIN.   This Plan constitutes a settlement of all Claims and Demands against the
Debtors on, and subject to, the terms described herein and the other Plan Documents.  Nothing in the Plan Documents constitutes an
admission by the Debtors as to the existence, merits, or amount of the Debtors
actual present or future liability on account of any Claim or Demand except to
the extent that such liability is specifically provided for in the Plan or the
other Plan Documents in accordance with the Confirmation Order effective as of
the Effective Date.  This Plan is
not an offer with respect to any securities or a solicitation of acceptances of
this Plan; any such offer or solicitation will only be made in compliance with
applicable law, including applicable provisions of securities laws and the
Bankruptcy Code.  This Plan has not been
filed with or reviewed by the Securities and Exchange Commission or any
securities regulatory authority of any state under the Securities Act of 1933,
as amended, or under any state securities or blue sky laws.  This Plan has not been approved or
disapproved by any court or  
 (1)Unless
otherwise indicated, capitalized terms shall have the meanings ascribed to them
in Article 1 of this Plan.


the
Securities and Exchange Commission.  Any
representation to the contrary is a criminal offense.  The
Debtors, the Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants Representative, and the Official Committee of
Equity Security Holders hereby jointly propose the following Plan of
Reorganization pursuant to the provisions of chapter 11 of title 11 of the
United States Code for W. R. Grace & Co. and the other Debtors in
these Chapter 11 Cases.  Reference is
made to the Disclosure Statement distributed contemporaneously herewith for,
among other things, a discussion of the history, businesses, properties, and
results of operationsof the
Debtors, and risks associated with this Plan.  ARTICLE 1
DEFINITIONS, CONSTRUCTION OF TERMS, EXHIBITS 
AND ANCILLARY DOCUMENTS  1.1DEFINED
TERMS  Definitions  Terms defined in this Section 1 apply to the Plan, the Disclosure
Statement and the other Plan Documents (unless specifically provided otherwise
in any such Plan Document).  1.1998 Tax Sharing Agreement means the Tax Sharing Agreement
by and among Old Grace Delaware, Grace-Conn., and Old Sealed Air Corporation,
dated as of March 30, 1998.  2.Administrative Expense Claim shall mean: (i) any
Claim constituting a cost or expense of administration in the Chapter 11 Cases,
on or after the Petition Date but prior to the Effective Date, under Bankruptcy
Code §§ 503(b), 507(a)(1), 507(b) or 1114(e)(2), including: (a) any actual
and necessary costs and expenses of preserving the estates of the Debtors, (b) any
actual and necessary costs and expenses of operating the businesses of the
Debtors, (c) any indebtedness or obligation incurred or assumed by the
Debtors (including any executory contracts of the Debtors assumed pursuant to
Bankruptcy Code § 365 by order of the Bankruptcy Court or the Plan) in
connection with the conduct of their businesses or for the acquisition or lease
of property or the rendition of services, and (d) any allowed compensation
or reimbursement of expenses awarded or allowed under Bankruptcy Code §§
330(a), 331 or 503, and (ii) any fees or charges assessed against the
estates of the Debtors under 28 U.S.C. § 1930.  3.Affiliate shall mean as to any specified Entity: (i) any
other Entity that, directly or indirectly through one or more intermediaries or
otherwise, controls, is controlled by, or is under common control with, the
specified Entity, and (ii) any Entity that is an affiliate (within the
meaning of Bankruptcy Code § 101(2)) of the specified Entity. As used in clause
(i) of this definition, control shall include the possession, directly
or indirectly, of the power to direct or cause the direction of the management
or policies of an Entity (whether through ownership of Capital Stock of that
Entity, by contract, or otherwise).  2


4.Allowed shall
mean:  (a)With
respect to Asbestos PD Claims in Class 7A, such Asbestos PD Claim in such
amount as is set forth (i) in any PD Settlement Agreement and subject to
the terms set forth in the Asbestos PD Trust Agreement, or (ii) after the
Effective Date, as set forth in any stipulation, order, judgment, decree, or
agreement approved by a Final Order of the Bankruptcy Court or such other
United States District Court as is authorized to determine the liability of the
Asbestos PD Trust on account of such Asbestos PD Claims as set forth in the Class 7A
CMO;  (b)With
respect to any Plan Claim other than an Administrative Expense Claim or an
Asbestos Claim, as to which a proof of claim was Filed within the applicable
period of limitation fixed in accordance with Bankruptcy Rule 3003(c)(3) by
the Court, (i) as to which no objection to the allowance thereof has been
interposed within the applicable period of limitations fixed by the Plan, the
Bankruptcy Code, the Bankruptcy Rules, or a Final Order of the Bankruptcy
Court, (ii) as to which an objection to the allowance thereof has been
interposed within such time as is set by the Bankruptcy Court pursuant to the
Plan, the Bankruptcy Code, the Bankruptcy Rules, or a Final Order of the
Bankruptcy Court, such Plan Claim to the extent that such objection has been (A) overruled
in whole or in part by a Final Order of the Bankruptcy Court, (B) resolved
by agreement of the Debtors and the Claimant which is approved by a Final Order
of the Bankruptcy Court, (C) resolved by agreement of the Reorganized
Debtors and the Claimant pursuant to Section 5.1 of the Plan, or (D) determined
by Final Order in the Chapter 11 Cases, or (iii) as to which such Claim is
listed on an Undisputed Claims Exhibit indicating allowance thereof, which
has been Filed pursuant to Section 5.1 of the Plan;  (c)With
respect to any Plan Claim other than an Administrative Expense Claim or
Asbestos Claim, as to which no proof of claim was Filed within the applicable
period of limitation fixed by the Plan, the Bankruptcy Code, the Bankruptcy
Rules, or a Final Order of the Bankruptcy Court, such Plan Claim to the extent
that it has been listed by the Debtors in their Schedules as liquidated in
amount and not disputed or contingent and not otherwise subject to an objection
Filed within such time as is set by the Bankruptcy Court pursuant to the Plan,
the Bankruptcy Code, the Bankruptcy Rules, or a Final Order of the Bankruptcy
Court;  (d)With
respect to any Equity Interest in Parent, any Equity Interest registered in the
stock register maintained by or on behalf of the Debtors as of the Confirmation
Date; and  (e)With
respect to any Administrative Expense Claim:  3


(i)that
represents a Claim of a Professional, such a Claim to the extent it is allowed
in whole or in part by a Final Order of the Bankruptcy Court; or  (ii)other
than with respect to a Claim of a Professional, (X) a Claim to the extent
that the Debtors or the Reorganized Debtors determine it to constitute an
Administrative Expense Claim, or (Y) a Claim to the extent it is allowed
in whole or in part by a Final Order of the Bankruptcy Court and only to the
extent that such allowed portion is deemed, pursuant to a Final Order of the
Bankruptcy Court, to constitute a cost or expense of administration under
Bankruptcy Code §§ 503 or 1114.  5.Allowed Amount shall mean the dollar amount of an Allowed
Plan Claim (other than an Asbestos PI Claim).  6.Asbestos Claims shall mean any and all Asbestos PI Claims
(including Indirect PI Trust Claims, CDN ZAI PI Claims, and Asbestos Medical
Monitoring Claims), CDN ZAI PD Claims, Workers Compensation Claims that are SA
Asbestos Personal Injury Claims, Asbestos PD Claims (including US ZAI PD Claims
and Indirect PD Trust Claims), SA Asbestos Personal Injury Claims, and SA
Asbestos Property Damage Claims, and any and all Demands related thereto.  7.Asbestos In-Place Insurance Coverage
means any insurance coverage issued to any Insurance Contributor to the extent
available to be utilized for the payment or reimbursement of liability,
indemnity, or defense costs arising from or related to Asbestos PI Claims or
Asbestos PI Trust Expenses under any Asbestos Insurance Policy or Asbestos
Insurance Settlement Agreement; provided,
however, that the term Asbestos In-Place Insurance Coverage shall
not include any Asbestos Insurance Reimbursement Agreement.  8.AsbestosInsurance
Action shall mean any claim, cause of action, or right of any Insurance
Contributor, under the laws of any jurisdiction, against any Asbestos Insurance
Entity, arising from or based on: (i) any such Asbestos Insurance Entitys
failure to provide coverage for, or failure to pay or agree to pay, any claim
under any Asbestos Insurance Policy, Asbestos In-Place Insurance Coverage,
Asbestos Insurance Reimbursement Agreement, or Asbestos Insurance Settlement
Agreement; (ii) the refusal of any such Asbestos Insurance Entity to
compromise or settle any claim under or pursuant to any Asbestos Insurance
Policy, Asbestos In-Place Insurance Coverage, Asbestos Insurance Reimbursement
Agreement, or Asbestos Insurance Settlement Agreement; (iii) the
interpretation or enforcement of the terms of any Asbestos Insurance Policy,
Asbestos In-Place Insurance Coverage, Asbestos Insurance Reimbursement
Agreement, or Asbestos Insurance Settlement Agreement; or (iv) any conduct
of any Asbestos Insurance Entity constituting bad faith or other wrongful
conduct under applicable law with respect to any Asbestos Insurance Policy,
Asbestos In-Place Insurance Coverage, Asbestos Insurance Reimbursement
Agreement, or Asbestos Insurance Settlement Agreement.  4


9.Asbestos Insurance Reimbursement Agreement
means any agreement entered into prior to the Petition Date between the Debtors
or Non-Debtor Affiliates, or any of them or their predecessors, on the one
hand, and any Asbestos Insurance Entity, on the other hand, pursuant to which
the Asbestos Insurance Entity agreed to reimburse the Debtors or the Non-Debtor
Affiliates, or any of them or their predecessors, for certain liability,
indemnity, or defense costs arising from or related to asbestos-related claims,
including Asbestos PI Claims.  The known
Asbestos Insurance Reimbursement Agreements are listed on Schedule 3 to the
Asbestos Insurance Transfer Agreement.  10.AsbestosInsurance Entity shall meanany Entity,
including any insurance company, broker, or guaranty association, that has
issued, or that has or had actual or potential liability, duties or obligations
under or with respect to, any Asbestos Insurance Policy.  11.AsbestosInsurance Entity
Injunction shall mean the injunction described
in Section 8.4 of the Plan.  12.Asbestos Insurance Policy shall mean any insurance policy
under which any Insurance Contributor has or had insurance coverage with a
policy period incepting prior to June 30, 1985, whether known or unknown,
that actually or potentially provides insurance coverage for any Asbestos
Claim, including the policies listed on schedule 1 attached to Exhibit 6
in the Exhibit Book;provided that an Asbestos Insurance Policy shall not include
any rights or obligations under any insurance policy or settlement agreement to
which any of the Debtors are a party to the extent, but only to the extent,
that such rights or obligations pertain solely to coverage for Workers
Compensation Claims.  13.Asbestos  Insurance Rights
shall mean any and all rights, titles, privileges, interests, claims, demands
or entitlements of the Insurance Contributors to any proceeds, payments,
escrowed funds, initial or supplemental dividends, scheme payments,
supplemental scheme payments, causes of action, and choses in action of any
Insurance Contributor with respect to any Asbestos Insurance Policy, Asbestos
Insurance Settlement Agreement, Asbestos In-Place Insurance Coverage, or Asbestos
Insurance Reimbursement Agreement, including all Asbestos Insurance Actions,
whether now existing or hereafter arising, accrued or unaccrued, liquidated or
unliquidated, matured or unmatured, disputed or undisputed, fixed or
contingent, including:  (a)any
and all rights of any Insurance Contributor to pursue or receive payments or
proceeds under any Asbestos Insurance Policy, whether for liability, defense,
or otherwise;  (b)any
and all rights of any Insurance Contributor to pursue or receive payments made
or proceeds received on or after April 6, 2008, pursuant to any Asbestos
Insurance Settlement Agreement or Asbestos In-Place Insurance Coverage,
together with all interest earned thereon;  5


(c)any
and all proceeds of the settlement with Lloyds Underwriters, together with all
interest earned thereon;  (d)any
and all proceeds of all settlements with Asbestos Insurance Entities under
Asbestos In-Place Insurance Coverage or installment payment agreements, to the
extent payment of the proceeds occurred on or after April 6, 2008;  (e)any
and all rights of any Insurance Contributor to pursue or receive payments from
any insolvent Asbestos Insurance Entity, whether in receivership, liquidation,
rehabilitation, run-off, or scheme of arrangement, or any other form of
proceeding, or from any insolvent insurers estate, and the proceeds of all
payments received by any Insurance Contributor from any such insolvent Asbestos
Insurance Entity or such insolvent insurers estate on or after April 6,
2008, together with all interest earned on such proceeds;  (f)any
and all rights of any Insurance Contributor to pursue or receive payments with
respect to Asbestos PI Claims from any insurance guaranty association; and  (g)any
and all rights of any Insurance Contributor to pursue or receive payments
pursuant to an exception to a workers compensation exclusion in any Asbestos
Insurance Policy;  provided that, other
than the rights identified in Section 1.1.12(g) above,  Asbestos Insurance Rights shall not include
any rights or obligations under any insurance policy, settlement agreement, or
coverage-in-place agreement to which any Insurance Contributor is a party to
the extent, but only to the extent, that such rights or obligations pertain
solely to coverage for Workers Compensation Claims; and provided, further, that, for the avoidance
of doubt, Asbestos Insurance Rights shall not include any rights, titles,
privileges, interests, claims, demands, or entitlements of the Insurance
Contributors against any of the Sealed Air Indemnified Parties or the Fresenius
Indemnified Parties.  14.AsbestosInsurance
Settlement Agreement shall mean any settlement agreement between or
among any of the Debtors, the Reorganized Debtors, the Non-Debtor Affiliates,
or any of them or their predecessors, and any Asbestos Insurance Entity
involving any Asbestos Insurance Policy, provided,
however, that the term Asbestos Insurance Settlement Agreement
shall not include any Asbestos Insurance Reimbursement Agreement, and further
provided that the parties to an Asbestos Insurance Reimbursement may agree to
modify such agreement to become an Asbestos Insurance Settlement Agreement.  15.Asbestos Insurance Transfer Agreementshall
mean the Asbestos Insurance Transfer Agreement substantially in the form
included as Exhibit 6 in the Exhibit Book.  16.Asbestos Insurer Coverage Defensesshall
mean all rights and defenses at law or in equity that any Asbestos Insurance
Entity may have under any Asbestos Insurance Policy, Asbestos Insurance
Settlement Agreement, Asbestos In-Place Insurance Coverage, or applicable law
to a claim seeking insurance coverage. 
Asbestos Insurer  6


Coverage Defenses include any defense based
on the terms of the Plan or the Plan Documents or the manner in which the Plan
or Plan Documents were negotiated; but Asbestos Insurer Coverage Defenses do
not include any defense that (i) the Plan or any of the Plan Documents do
not comply with the Bankruptcy Code, or (ii) the transfer of Asbestos
Insurance Rights pursuant to the Asbestos Insurance Transfer Agreement is
prohibited by any Asbestos Insurance Policy, any Asbestos Insurance Settlement
Agreement, any Asbestos In-Place Insurance Coverage or applicable
non-bankruptcy law.  17.Asbestos
Medical Monitoring Claim shall mean: a Claim, Canadian Claim, SA
Claim, Grace-Related Claim, or Demand against, or present or future debt,
liability, or obligation of, any of the Debtors or the Asbestos Protected
Parties, including (x) all related claims, debts, obligations, liabilities
or remedies for compensatory (including general, special, and consequential
damages) and punitive damages, and (y) all cross-claims, contribution
claims, subrogation claims, reimbursement claims or indemnity claims (whether
or not such Claim, Canadian Claim, SA Claim, Grace-Related Claim, Demand,
remedy, debt, liability, or obligation is reduced to judgment, liquidated,
unliquidated, fixed, settled, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured, or unsecured; whether or not the facts
of or legal bases therefor are known or unknown; and whether in the nature of
or sounding in tort, or under contract, warranty, guarantee, contribution, joint
and several liability, subrogation, reimbursement or indemnity, or any other
theory of law, equity, or admiralty), in each case for, based on, or arising
out of, resulting from, or attributable to, directly or indirectly, personal
injuries or damages by or on behalf of those who have not, as of the Petition
Date, suffered any personal injury but who are alleging that:  (i)the
Debtors (or (x) any of their respective predecessors, successors, or
assigns, or any current or former Affiliate of any of the foregoing (including
any of the Non-Debtor Affiliates), but only to the extent that any liability is
asserted to exist as a result of it being such a predecessor, successor,
assign, or current or former Affiliate, or (y) any other Entity for whose
products or operations any of the Debtors allegedly has liability or is
otherwise liable) wrongfully caused them to be significantly exposed to
hazardous asbestos fibers,  (ii)this
exposure significantly increased the Claimants risk of contracting a serious
latent disease,  (iii)medical
monitoring could reasonably be expected to result in early detection of the
onset and mitigation of the severity of such disease, and  (iv)because
of this exposure it is necessary for the Claimant to be examined by a physician
or receive medical testing more often that he or she otherwise would.  Asbestos Medical Monitoring Claims are
included within AsbestosPI Claims.  7


18.Asbestos PD
Claim shall mean:  (i)            a
Claim, Canadian Claim, Indirect PD Trust Claim, SA Claim, Grace-Related Claim,
or Demand, if any, against, or present or future debt, liability, or obligation
of, any of the Debtors or the Asbestos Protected Parties, including (x) all
related claims, debts, obligations, liabilities, and remedies for compensatory
(including general, special, and consequential damages) and punitive damages,
and (y) all cross-claims, contribution claims, subrogation claims,
reimbursement claims, and indemnity claims (whether or not such Claim, Canadian
Claim, Indirect PD Trust Claim, SA Claim, Grace-Related Claim, Demand, if any,
remedy, debt, liability, or obligation is reduced to judgment, liquidated,
unliquidated, fixed, settled, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured, or unsecured; whether or not the facts
of or legal bases therefor are known or unknown; and whether in the nature of
or sounding in tort, or under contract, warranty, guarantee, contribution,
joint and several liability, subrogation, reimbursement or indemnity, or any
other theory of law, equity, or admiralty):  (a)arising from acts or
omissions of one or more of the Debtors (or any of their respective
predecessors, successors, or assigns, or any current or former Affiliate of any
of the foregoing (including any of the Non-Debtor Affiliates), or any other
Entity for whose products or operations any of the Debtors allegedly has
liability or is otherwise liable); and  (b)for, based on, or arising out of, resulting from, or attributable to,
directly or indirectly, the cost of removal,
abatement, operations and maintenance activities and programs, diminution of
property value, environmental damage,
economic loss, or property damage (including the cost of inspecting,
maintaining, encapsulating, abating, repairing, decontaminating, removing, or
disposing of asbestos or asbestos containing materials or products in buildings
or other structures, or other property) caused or allegedly caused by,
based on, arising out of, or attributable to, directly or indirectly, in whole
or in part:  (1)the installation in, presence in, or removal
of asbestos or asbestos-containing materials or products mined, processed,
consumed, used, stored, manufactured, designed, sold, assembled, distributed,
supplied, produced, specified, selected, disposed of, installed by, or in any
way marketed by, or on behalf of, one or more of the Debtors (or (x) any
of their respective predecessors, successors, or assigns, or any current or
former Affiliate of any of the foregoing (including any of the Non-Debtor
Affiliates), but only to the extent that any liability is asserted to exist as
a result of it being such a predecessor, successor, assign, or current or
former Affiliate, or (y) any other Entity for whose products or operations
any of the Debtors allegedly has liability or is otherwise liable); or  8


(2)asbestos-containing vermiculite mined,
milled, or processed by the Debtors (or (x) any of their respective
predecessors, successors, or assigns, or any current or former Affiliate of any
of the foregoing (including any of the Non-Debtor Affiliates), but only to the
extent that any liability is asserted to exist as a result of it being such a
predecessor, successor, assign, or current or former Affiliate, or (y) any
other Entity for whose products or operations any of the Debtors allegedly has
liability or is otherwise liable);  (ii)any and all SA Asbestos Property Damage
Claims (other than CDN ZAI PD Claims) and related Demands, if any, against any
of the Debtors, the Sealed Air Indemnified Parties, or the Fresenius
Indemnified Parties; and  (iii)any and all US ZAI PD Claims against any of
the Debtors or the Asbestos Protected Parties.  Notwithstanding the foregoing or anything else to the contrary, Asbestos
PD Claim as defined herein does not include CDN ZAI PD Claims.  For the avoidance of doubt, and
notwithstanding the foregoing or anything else to the contrary, nothing in the
Plan is intended or shall be interpreted, to exclude CDN ZAI PD Claims from, or
to otherwise change, the definition of Asbestos Property Damage Claims as
that term is defined in the Sealed Air Settlement Agreement.  19.Asbestos PD Claimantshall mean theHolder of an AsbestosPD Claim.  20.AsbestosPD Committee shall mean theOfficial Committee of Asbestos
Property Damage Claimants appointed in the Chapter 11 Cases.  21.Asbestos PD Channeling Injunction
shall mean the order(s) entered or affirmed by the District Court, in
accordance with and pursuant to Bankruptcy Code §  524(g), permanently and
forever staying, restraining, and enjoining any Entity from taking any action
against any Asbestos Protected Party (except as may be specifically provided in
such order(s)) for the purpose of, directly or indirectly, collecting,
recovering, or receiving payment of, on, or with respect to (i) any
Asbestos PD Claims in Class 7A, all of which shall be channeled to the
Asbestos PD Trust for resolution as set forth in the Class 7A Case
Management Order (other than actions brought to enforce any right or obligation
under the Plan or any agreement or instrument between the Debtors or the
Reorganized Debtors, on the one hand, and the Asbestos PD Trust, on the other
hand, entered into pursuant to the Plan); including, (A) Unresolved
Asbestos PD Claims, and (B) Asbestos PD Claims that were Allowed by PD
Settlement Agreements that became final prior to the Effective Date, for which
the Asbestos PD Trust shall pay such claims as provided in such PD Settlement
Agreements from the proceeds of the Class 7A Initial Payment, (ii) any
US ZAI PD Claims in Class 7B, all of which shall be channeled to the
Asbestos PD Trust for resolution as set forth in the ZAI TDP, and (iii) any
CDN ZAI PD Claims, the provision for payment of which shall be made to the
Asbestos PD Trust to be  9


disbursed to the CDN ZAI PD Claims Fund.  The Asbestos PD Channeling Injunction is
further described in Section 8.3 of the Plan.  22.Asbestos PD FCR shall mean the Asbestos
PD Future Claimants Representative.  23.Asbestos PD Future Claimants Representativeshall
mean Alexander M. Sanders, Jr. (or any Court-appointed successor),
appointed as the legal representative for future asbestos-related property
damage (including property damage related to ZAI) Claimants in the Chapter 11
Cases for the purpose of protecting the interests of persons that may
subsequently assert Demands, if any, channeled to the Asbestos PD Trust.  24.Asbestos PD Initial Paymentshall mean
collectively, the Class 7A Initial Payment and the Class 7B Initial
Payment.  25.Asbestos PD
Trust shall mean the
WRG Asbestos Property Damage Settlement Trust, a Delaware statutory trust,established pursuant to section 524(g) of the Bankruptcy
Code and in accordance with the Asbestos PD Trust Agreement.  26.Asbestos PDTrustees
shall mean the Entities confirmed by the Court to serve as trustees of the
Asbestos PD Trust pursuant to (a) the terms of the Plan, (b) the
Confirmation Order, and (c) the Asbestos PD Trust Agreement, or who
subsequently may be appointed pursuant to the terms of the Asbestos PD Trust
Agreement.  27.Asbestos PD
Trust Agreement shall mean the WRG Asbestos PD Trust Agreement,
effective as of the Effective Date, substantially in the form included as Exhibit 3
in the Exhibit Book, to be entered into by and among the Debtors, the
Asbestos PD Future Claimants Representative, and the Asbestos PD Trustees in
connection with the formation of the Asbestos PD Trust.  28.Asbestos PD
Trust Assets shall mean the payments pursuant to (a) the Class 7A
Asbestos PD Deferred Payment Agreement and all rights of the Asbestos PD Trust
under the Class 7A Asbestos PD Deferred Payment Agreement; (b) the Class 7B
Asbestos PD Deferred Payment Agreement and all rights of the Asbestos PD Trust
under the Class 7B Asbestos PD Deferred Payment Agreement; (c) the
Share Issuance Agreement and all rights of the Asbestos PD Trust pursuant to
the Share Issuance Agreement; (d) the Asbestos PI/PD Inter-Creditor
Agreement and all rights of the Asbestos PD Trust pursuant to the Asbestos
PI/PD Inter-Creditor Agreement; (e) the Asbestos PD Initial Payment; (f) the
Grace PD Guarantee Agreement for Class 7A and all rights of the Asbestos
PD Trust under the Grace PD Guarantee Agreement for Class 7A; (g) the
Grace PD Guarantee Agreement for Class 7B and all rights of the Asbestos
PD Trust under the Grace PD Guarantee Agreement for Class 7B; and (h) the
Asbestos PD Trust Causes of Action.  29.Asbestos PD
Trust Causes of Actionshallmean
any and all of the actions, claims, rights, defenses, counterclaims, suits and
causes of action of the Debtors and the other Asbestos Protected Parties,
whether known or unknown, in law, at equity or otherwise,  10


whenever and wherever arising under the laws
of any jurisdiction attributable to:  (a) all
defenses to any Asbestos PD Claim other than Asbestos PD Claims that have been
Allowed by PD Settlement Agreements, (b) with respect to any Asbestos PD
Claims, all rights of setoff, recoupment, contribution, reimbursement,
subrogation or indemnity (as those terms are defined by the non-bankruptcy law
of any relevant jurisdiction) and any other indirect claim of any kind
whatsoever, whenever and wherever arising or asserted, and (c) any other
claims or rights with respect to Asbestos PD Claims that any of the Debtors and
the other Asbestos Protected Parties would have had under applicable law if the
Chapter 11 Cases had not occurred and the holder of such Asbestos PD Claim had
asserted it by initiating civil litigation against any such Debtor and the
other Asbestos Protected Parties. 
Notwithstanding the foregoing, Asbestos PD Trust Assets and Asbestos PD
Trust Causes of Action shall not include any claim, cause of action, or right
of the Debtors or any of them, under the laws of any jurisdiction, against any
party (including the Sealed Air Indemnified Parties and the Fresenius
Indemnified Parties) for reimbursement, indemnity, contribution, breach of
contract or otherwise arising from or based on any payments made by the Debtors
on account of Asbestos PD Claims prior to the Effective Date.  In addition, for the avoidance of doubt,
Asbestos PD Trust Causes of Action do not include any rights of the Debtors,
the Reorganized Debtors, or the other Asbestos Protected Parties arising under
the Asbestos PD Channeling Injunction or any of the other injunctions,
releases, or the discharge entered into in connection with the Plan and the
Confirmation Order.  30.Asbestos PD Trust Expensesmeans any
liabilities, costs, taxes, or expenses of, or imposed upon, or in respect of,
the Asbestos PD Trust or, on and after the Effective Date, the Asbestos PD
Trust Assets (except for payments to holders of Asbestos PD Claims on account
of such Asbestos PD Claims).  31.Asbestos Personal Injury Claim shall
mean an Asbestos PI Claim.  32.Asbestos PI Channeling Injunction
shall mean the order(s) entered or affirmed by the District Court, in
accordance with and pursuant to Bankruptcy Code § 524(g), permanently and
forever staying, restraining, and enjoining any Entity from taking any action
against any Asbestos Protected Party (except as may be specifically provided in
such order(s)) for the purpose of, directly or indirectly, collecting,
recovering, or receiving payment of, on, or with respect to any Asbestos PI
Claims, all of which shall be channeled to the Asbestos PI Trust for resolution
as set forth in the Asbestos PI TDP (other than actions brought to enforce any
right or obligation under the Plan or any agreement or instrument between the
Debtors or the Reorganized Debtors, on the one hand, and the Asbestos PI Trust,
on the other hand, entered into pursuant to the Plan).  The Asbestos PI Channeling Injunction is
further described in Section 8.2 of the Plan.  33.Asbestos PI
Claim shall mean:  (i)a
Claim, Canadian Claim, Indirect PI Trust Claim, SA Claim, Grace-Related Claim,
or Demand against, or any present or future, debt, liability, or obligation of,
any of the Debtors or the Asbestos Protected Parties, including (x) all
related  11


claims,
debts, obligations, liabilities, and remedies for compensatory (including
general, special, and consequential damages) and punitive damages, and (y) all
cross-claims, contribution claims, subrogation claims, reimbursement claims,
and indemnity claims (whether or not such Claim, Canadian Claim, Indirect PI
Trust Claim, SA Claim, Grace-Related Claim, Demand, remedy, debt, liability, or
obligation is reduced to judgment, liquidated, unliquidated, fixed, settled,
contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured, or unsecured; whether or not the facts of or legal bases therefor are
known or unknown; and whether in the nature of or sounding in tort, or under
contract, warranty, guarantee, contribution, joint and several liability,
subrogation, reimbursement or indemnity, or any other theory of law, equity, or
admiralty), in each case for, based on, or arising out of, resulting from, or
attributable to, directly or indirectly:  (a)death, wrongful death, personal or bodily
injury (whether physical, emotional, or otherwise), sickness, disease, loss of
consortium, survivorship, medical monitoring, or other personal injuries
(whether physical, emotional, or otherwise) or other damages (including
medical, legal, and other expenses, caused, or allegedly caused, based on, and
arising or allegedly arising, from or attributable to, directly or indirectly,
in whole or in part, acts or omissions of one or more of the Debtors (or any of
their respective predecessors, successors, or assigns, or any current or former
Affiliate of any of the foregoing (including any of the Non-Debtor Affiliates),
or any other Entity for whose products or operations any of the Debtors
allegedly has liability or is otherwise liable); and  (b)the presence of or exposure at any time to:  (1)asbestos or any products or materials
containing asbestos that were mined, processed, consumed, used, stored,
manufactured, designed, sold, assembled, supplied, produced, specified,
selected, distributed, disposed of, installed by, or in any way marketed by, or
on behalf of, one or more of the Debtors (or (x) any of their respective
predecessors, successors, or assigns, or any current or former Affiliate of any
of the foregoing (including any of the Non-Debtor Affiliates), but only to the
extent that any liability is asserted to exist as a result of it being such a
predecessor, successor, assign, or current or former Affiliate, or (y) any
other Entity for whose products or operations any of the Debtors allegedly has
liability or is otherwise liable); or  (2)asbestos-containing vermiculite mined,
milled or processed by the Debtors (or (x) any of their respective
predecessors, successors, or assigns, or any current or former Affiliate of any
of the foregoing (including any of the Non-Debtor Affiliates), but only to the
extent that any liability is asserted to exist as a result of it being such a
predecessor, successor, assign or current or former  12


Affiliate, or (y) any other Entity for whose products or
operations any of the Debtors allegedly has liability or is otherwise liable);  (ii)any
and all SA Asbestos Personal Injury Claims (other than Workers Compensation
Claims) and related Demands against any of the Debtors, the Sealed Air
Indemnified Parties, or the Fresenius Indemnified Parties;  (iii)any and all CDN ZAI PI Claims and related
Demands against any of the Debtors or the Asbestos Protected Parties; and  (iv)any
and all Asbestos Medical Monitoring Claims and related Demands against any of
the Debtors or the Asbestos Protected Parties.  Notwithstanding the foregoing or anything else to the contrary, Asbestos
PI Claim as defined herein does not include Workers Compensation Claims; provided, however, for the avoidance of
doubt, that nothing in the Plan is intended to change the definition of Asbestos
Personal Injury Claims as that term is defined in the Sealed Air Settlement
Agreement.  34.Asbestos PI
Claimant shall mean the Holder of an Asbestos PI Claim.  35.Asbestos PI
Committee shall mean the Official Committee of Asbestos Personal
Injury Claimants appointed in the Chapter 11 Cases.  36.Asbestos PI Deferred Payment Agreementshall
mean the agreement setting forth the obligation of Reorganized Grace-Conn to
make deferred payments to the Asbestos PI Trust over a 15-year period,
consisting of five annual payments of $110 million commencing on January 2,
2019 and ten annual payments of $100 million commencing on January 2,
2024, in the form included as Exhibit 11 in the Exhibit Book or such
other substantially similar form as shall have been agreed to by each of the
Plan Proponents.  As provided therein and
in the Share Issuance Agreement, the payments made pursuant to the Asbestos PI
Deferred Payment Agreement shall be secured by Parents obligation to issue to the
Trusts Representative, on behalf of the Asbestos PI Trust and the Asbestos PD
Trust, 50.1% of Parent Common Stock as of the Effective Date.  37.Asbestos PIFCR
shall mean the Asbestos PI Future Claimants Representative.  38.Asbestos PI
Future Claimants Representative shall mean David T. Austern (or
any Court-appointed successor), appointed as the legal representative for
future asbestos-related personal injury Claimants in the Chapter 11 Cases for
the purpose of protecting the interests of persons that may subsequently assert
Demands channeled to the Asbestos PI Trust.  39.Asbestos PI/PD Inter-Creditor Agreementshall
mean the inter-creditor agreement substantially in the form included at Exhibit 26
in the Exhibit Book.  40.Asbestos PI
TAC shall mean the Asbestos PI Trust Advisory Committee.  13


41.Asbestos PI
TDP shall mean the WRG Asbestos PI Trust Distribution Procedures.  42.Asbestos PI
Trust shall mean the
WRG Asbestos PI Trust, a Delaware statutory trust,established
pursuant to section 524(g) of the Bankruptcy Code and in accordance with
the Asbestos PI Trust Agreement.  43.Asbestos PITrustee
shall mean any Entity confirmed by the Court to serve as a trustee of the
Asbestos PI Trust pursuant to (1) the terms of the Plan, (2) the
Confirmation Order, or (3) the Asbestos PI Trust Agreement, or who
subsequently may be appointed pursuant to the terms of the Asbestos PI Trust
Agreement.  44.Asbestos PI
Trust Advisory Committee shall mean the Asbestos PI Trust
Advisory Committee established pursuant to the terms of the Plan and having the powers, duties and obligations
set forth in the Asbestos PI Trust Agreement.  45.Asbestos PI
Trust Agreement shall mean the agreement, effective as of the
Effective Date, substantially in the form included as Exhibit 2 in the Exhibit Book,
to be entered into by and among the Debtors, the Asbestos PI Future Claimants
Representative, the Asbestos PI TAC and the Asbestos PI Trustees in connection
with the formation of the Asbestos PI Trust.  46.Asbestos PI
Trust Assets shall mean (a) $250 million in Cash plus interest
thereon from January 1, 2009 until (and including) the Effective Date at
the same rate applicable to the Debtors senior debt; (b) the Warrant
Agreement, the Warrant, and all rights of the Asbestos PI Trust under the
Warrant Agreement and the Warrant; (c) the Asbestos PI Deferred Payment
Agreement and all rights of the Asbestos PI Trust under the Asbestos PI
Deferred Payment Agreement; (d) the Share Issuance Agreement and all
rights of the Asbestos PI Trust pursuant to the Share Issuance Agreement; (e) the
Asbestos PI/PD Inter-Creditor Agreement and all rights of the Asbestos PI Trust
pursuant to the Asbestos PI/PD Inter-Creditor Agreement, (f) the Grace PI
Guaranty and all rights of the Asbestos PI Trust pursuant to the Grace PI
Guaranty; (g) the Plan Registration Rights Agreement; (h) the
Asbestos Insurance Rights; (i) the Cryovac Payment reduced by the total
aggregate amount of Cryovac, Inc.s transfers to the Asbestos PD Trust as
part of the Class 7A Initial Payment and the Class 7B Initial
Payment; (j) the Fresenius Payment reduced by the total aggregate amount
of Fresenius transfers to the Asbestos PD Trust as part of the Class 7A
Initial Payment and the Class 7B Initial Payment; (k) an amount in
Cash contributed by the Parent equal to the Asbestos PD Initial Payment; (l) the
Asbestos PI Trust Causes of Action, and (m) the Asbestos Insurance
Transfer Agreement and all rights of the Asbestos PI Trust under the Asbestos
Insurance Transfer Agreement, and, following the transfer or vesting of the
foregoing to or in the Asbestos PI Trust, any proceeds thereof and earnings and
income thereon.  47.Asbestos PI
Trust Causes of Actionshallmean
any and all of the actions, claims, rights, defenses, counterclaims, suits and
causes of action of the Debtors and the other Asbestos Protected Parties,
whether known or unknown, in law, at equity or otherwise,  14


whenever and wherever arising under the laws
of any jurisdiction attributable to:  (a) all
defenses to any Asbestos PI Claims, (b) with respect to any Asbestos PI
Claims, all rights of setoff, recoupment, contribution, reimbursement, subrogation
or indemnity (as those terms are defined by the non-bankruptcy law of any
relevant jurisdiction) and any other indirect claim of any kind whatsoever,
whenever and wherever arising or asserted, and (c) any other claims or
rights with respect to Asbestos PI Claims that any of the Debtors and the other
Asbestos Protected Parties would have had under applicable law if the Chapter
11 Cases had not occurred and the holder of such Asbestos PI Claim had asserted
it by initiating civil litigation against any such Debtor and the other
Asbestos Protected Parties. 
Notwithstanding the foregoing, except for the Asbestos Insurance Rights,
Asbestos PI Trust Assets and Asbestos PI Trust Causes of Action shall not
include any claim, cause of action, or right of the Debtors or any of them,
under the laws of any jurisdiction, against any party (including the Sealed Air
Indemnified Parties and the Fresenius Indemnified Parties) for reimbursement,
indemnity, contribution, breach of contract or otherwise arising from or based
on any payments made by the Debtors on account of Asbestos PI Claims prior to
the Effective Date.  In addition, for the
avoidance of doubt, Asbestos PI Trust Causes of Action do not include any
rights of the Debtors, the Reorganized Debtors, or the other Asbestos Protected
Parties arising under the Asbestos PI Channeling Injunction or any of the other
injunctions, releases, or the discharge entered into in connection with the
Plan and the Confirmation Order.  48.Asbestos PI Trust Distribution Proceduresshall mean the procedures,
substantially in the form included as Exhibit 4
in the Exhibit Book, to be implemented by the Asbestos PI Trustees pursuant to the terms and conditions of
the Plan and the Asbestos PI Trust Agreement, to liquidate, determine, and
pay (if entitled to payment) Asbestos PI Claims as and to the extent set forth in such procedures.  49.Asbestos PI Trust Expensesmeans any
liabilities, costs, taxes, or expenses of, or imposed upon, or in respect of,
the Asbestos PI Trust or, on and after the Effective Date, the Asbestos PI
Trust Assets (except for payments to holders of Asbestos PI Claims on account
of such Asbestos PI Claims).  50.Asbestos
Protected Party shall mean any of the following parties:  (a)the Debtors;  (b)the Reorganized Debtors;  (c)the Non-Debtor Affiliates;  (d)the Settled Asbestos Insurance Companies;  (f)the Sealed Air Indemnified Parties;  (g)the Fresenius Indemnified Parties;  15


(h)Montana Vermiculite Company;  (i)any Entity that,
pursuant to the Plan or otherwise on or after the Effective Date, becomes a
direct or indirect transferee of, or successor to, any of the Debtors, the
Reorganized Debtors, the Non-Debtor Affiliates, the Sealed Air Indemnified Parties,
or the Fresenius Indemnified Parties, or any of their respective assets (but only to the extent that
any liability is asserted to exist as a result of its becoming such a
transferee or successor);  (j)any Entity that,
pursuant to the Plan or otherwise on or after the Effective Date, makes a loan
to any of the Reorganized Debtors, the Non-Debtor Affiliates, the Asbestos PI
Trust, the Asbestos PD Trust, or to a successor to, or transferee of any of the
respective assets of, the Debtors, the Reorganized Debtors, the Non-Debtor
Affiliates, the Asbestos PI Trust, or the Asbestos PD Trust (but only to the
extent that any liability is asserted to exist as a result of its becoming such
a lender or to the extent that any Encumbrance of assets made in connection
with such a loan is sought to be invalidated, upset or impaired in whole or in
part as a result of its being such a lender);  (k)each of the respective
present and future Affiliates of each of the Debtors, the Reorganized Debtors,
the Non-Debtor Affiliates, the Sealed Air Indemnified Parties, and the
Fresenius Indemnified Parties (but only to the extent that any liability is
asserted to exist as a result of its being or becoming such an Affiliate); or  (l)each of the respective
Representatives of each of the Debtors, the Reorganized Debtors, the Non-Debtor
Affiliates, the Sealed Air Indemnified Parties, and the Fresenius Indemnified
Parties.  51.Asbestos-Related
Claims shall mean any and all SA Claims, SA Debts, SA Damages, or
Grace-Related Claims based on or arising from, in whole or in part, directly or
indirectly: (i) Asbestos Claims or (ii) Successor Claims based on or
arising from, in whole or in part, directly or indirectly, the Cryovac
Transaction or the Fresenius Transaction.  52.Ballot
shall mean the form or forms distributed to certain Holders of Plan Claims or
Equity Interests by which such parties may indicate acceptance or rejection of
the Plan.  53.Bankruptcy
Code shall mean title 11 of the United
States Code, as set forth in §§ 101 et seq.,
and applicable portions of titles 18 and 28 of the United States Code, each as
in effect on the Petition Date or as thereafter amended to the extent such
amendment is applicable to the Chapter 11 Cases.  54.Bankruptcy
Courtshall mean the United States Bankruptcy Court for the
District of Delaware.  16


55.Bankruptcy
Rules shall mean the Federal Rules of Bankruptcy Procedure, as
amended, as applicable to the Chapter 11 Cases, including the Local Rules of
the Bankruptcy Court.  56.Board of
Directors shall mean the Board of Directors of any of the Debtors,
or any of the Reorganized Debtors, as the case may be, as it may exist from
time to time.  57.BusinessDay
shall mean any day other than a Saturday, Sunday or legal holiday (as defined
in Bankruptcy Rule 9006(a)) in the United States of America.  58.By-Laws shall mean theby-laws of any of the specified
Debtors, as amended as of the Effective Date or thereafter.  59.Canadian Claim shall mean any Claim, SA
Claim, or Demand, if any, against any of the Debtors, the Canadian Entities, or
the Sealed Air Indemnified Parties based on, arising from, or attributable to
exposure to asbestos from the Debtors asbestos containing products in Canada
or the use in Canada of the Debtors asbestos containing products, including
any such Claim, SA Claim, or Demand that seeks reimbursement, contribution, or
indemnification (contractual or otherwise).  60.Canadian Courtshall mean the Ontario
Superior Court of Justice, Ontario Court of Appeal or the Supreme Court of
Canada.  61.Canadian Entities shall mean Grace Canada, Inc.
and Sealed Air (Canada) Co./CIE, and each of their predecessors.  62.Canadian Order shall mean the Order of
the Canadian Court granted within Grace Canadas proceedings (Court File Number
01-CL-4081) and pursuant to Section 18.6 of the Companies Creditors Arrangement Actrecognizing the
Confirmation Order and specifically providing for, inter alia, the approval of the Plan and granting the
Asbestos PI Channeling Injunction, the Asbestos PD Channeling Injunction, the
Successor Claims Injunction, and all of the Plan releases with respect to the
Debtors and the other Asbestos Protected Parties, including the Canadian
Entities, and declaring that such Confirmation Order be effective in Canada in
accordance with its terms.  63.Canadian Settlement Approval Ordershall
mean the Final Order of the Canadian Court approving the settlement of CDN ZAI
PD Claims and CDN ZAI PI Claims as set forth in the CDN ZAI Minutes of
Settlement.  64.Capital
Stock shall mean, with respect to: (i) any corporation, any
share, or any depositary receipt or other certificate representing any share,
of equity interest in that corporation; and (ii) any other Entity, any
share, membership, or percentage interest, unit of participation, or other
equivalent (however designated) in or of equity interest in that Entity.  65.Cash
shall mean lawful currency of the United States of America.  17


66.CCAA Representative Counselshall mean
Lauzon Belanger S.E.N.C.R.L. and Scarfone Hawkins LLP in their respective
capacities as representative counsel to the Canadian ZAI PD Claimants and the
CDN ZAI PI Claimants pursuant to an Order of the Canadian Court made on February 8,
2006.  67.CDN ZAI Minutes of Settlementshall mean
the minutes of settlement included as Exhibit 9 in the Exhibit Book,
which explains how all CDN ZAI PD and CDN ZAI PI Claims against the Debtors and
the Sealed Air Indemnified Parties are treated under the Plan.  68.CDN ZAI PD Claimshall mean a Canadian
Claim against, or any present or future, debt, liability, or obligation of, any
of the Debtors or the Asbestos Protected Parties, including (x) all
related claims, debts, obligations, liabilities, and remedies for compensatory
(including general, special, and consequential damages) and punitive damages,
and (y) all cross-claims, contribution claims, subrogation claims,
reimbursement claims, and indemnity claims (whether or not such Canadian Claim,
remedy, debt, liability, or obligation is reduced to judgment, liquidated,
unliquidated, fixed, settled, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured, or unsecured; whether or not the facts
of or legal bases therefor are known or unknown; and whether in the nature of
or sounding in tort, or under contract, warranty, guarantee, contribution,
joint and several liability, subrogation, reimbursement or indemnity, or any
other theory of law, equity, or admiralty), for, based on, or arising out of,
resulting from, or attributable to, directly or indirectly property damage
located in Canada, including the cost of removal, abatement, or diminution in
the value thereof, or environmental damage or economic loss caused or allegedly
caused, by the ZAI sold, manufactured, supplied, produced, specified, selected,
distributed, or in any way marketed by one or more of the Debtors (or any of
their respective predecessors, successors, or assigns, or any current or former
Affiliate of any of the foregoing (including any of the Non-Debtor Affiliates),
but only to the extent that any liability is asserted to exist as a result of
it being such a predecessor, successor, assign, or current or former Affiliate,
or any other Entity for whose products or operations any of the Debtors
allegedly has liability or is otherwise liable).  CDN ZAI PD Claims are not included within
Asbestos PD Claims provided, however,
that notwithstanding the foregoing or anything else to the contrary, nothing in
the Plan is intended, or shall be interpreted, to exclude CDN ZAI PD Claims
from, or otherwise change, Asbestos Property Damage Claims as that term is
defined in the Sealed Air Settlement Agreement.  69.CDN ZAI PD Claims Fundshall mean the fund
established to administer and make payments in respect of CDN ZAI PD Claims as
set forth in the CDN ZAI Minutes of Settlement.  70.CDN ZAI PI Claim shall mean a Canadian
Claim, SA Claim, or Demand against, or any present or future debt, liability, or
obligation of, any of the Debtors or the Asbestos Protected Parties, including (x) all
related claims, debts, obligations, liabilities or remedies for compensatory
(including general, special, and consequential damages) and  18


punitive
damages, and (y) all cross-claims, contribution claims, subrogation
claims, reimbursement claims, and indemnity claims (whether or not such
Canadian Claim, SA Claim, Demand, remedy, debt, liability, or obligation is reduced
to judgment, liquidated, unliquidated, fixed, settled, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured, or unsecured;
whether or not the facts of or legal bases therefor are known or unknown; and
whether in the nature of or sounding in tort, or under contract, warranty,
guarantee, contribution, joint and several liability, subrogation,
reimbursement or indemnity, or any other theory of law, equity, or admiralty),
in each case for, based on, or arising out of, resulting from, or attributable
to, directly or indirectly from:  (a)death,
wrongful death, personal or bodily injury (whether physical, emotional, or
otherwise), sickness, disease, loss of consortium, survivorship, medical
monitoring, or other personal injuries (whether physical, emotional, or
otherwise) or other damages (including medical, legal, and other expenses,
caused, or allegedly caused, and arising or allegedly arising, from acts or
omissions of one or more of the Debtors (or any of their respective predecessors,
successors, or assigns, or any current or former Affiliate of any of the
foregoing (including any of the Non-Debtor Affiliates), or any other Entity for
whose products or operations any of the Debtors allegedly has liability or is
otherwise liable); and  (b)the
presence of or exposure at any time to ZAI that was mined, processed, consumed,
used, stored, manufactured, designed, sold, assembled, supplied, produced,
specified, selected, distributed, disposed of, installed by, or in any way
marketed by, or on behalf of, one or more of the Debtors in Canada (or (x) any
of their respective predecessors, successors, or assigns, or any current or
former Affiliate of any of the foregoing (including any of the Non-Debtor
Affiliates), but only to the extent that any liability is asserted to exist as
a result of it being such a predecessor, successor, assign or current or former
Affiliate, or (y) any other Entity for whose products or operations any of
the Debtors allegedly has liability or is otherwise liable).CDN
ZAI PI Claims are included within the Class of Asbestos PI Claims.  71.Certificate of Incorporation shall mean the Certificate or
Articles of Incorporation or equivalent document of any of the Debtors, as
applicable, as amended as of the Effective Date or thereafter.  72.Chapter 11 Cases shall mean the cases commenced by the
Filing, on the Petition Date, by the Debtors of voluntary petitions for relief
under chapter 11 of the Bankruptcy Code.  73.Claim shall mean a claim (as defined in Bankruptcy Code §
101(5)) against a Debtor including any right to: (i) payment from any of
the Debtors, whether or not such right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured or unsecured; or (ii) an equitable remedy for
breach of performance if such breach gives rise to a right to payment from any
or all of the Debtors, whether or not such right to an equitable remedy is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured.  19


74.Claimant shall meanthe
Holder of a Plan Claim.  75.Class shall mean a
groupof Plan Claims or Equity
Interests classified by the Plan pursuant to Bankruptcy Code § 1122(a).  76.Class 7A Asbestos PD Deferred Payment Agreement
shall mean the Deferred Payment Agreement (Class 7A PD), substantially
in the form included as Exhibit 27 in the Exhibit Book, executed by
Parent pursuant to which the Parent shall commit to pay the Asbestos PD Trust
on January 1 and July 1 of each year, a dollar amount equal to (i) the
amount of the Asbestos PD Claims in Class 7A that were Allowed against the
Asbestos PD Trust during the preceding six-month period, plus interest thereon
accruing at the then applicable federal judgment rate per annum from the date
of allowance of each such Asbestos PD Claim in Class 7A; and (ii) the
Asbestos PD Trust Expenses for the next succeeding six-month period following
the Asbestos PD Trust Expenses paid as part of the Asbestos PD Initial
Payment.  As provided therein, and in the
Share Issuance Agreement, the payments made pursuant to the Class 7A
Asbestos PD Deferred Payment Agreement shall be secured by Parents obligation
to issue to the Trusts Representative, on behalf of the Asbestos PI Trust and
the Asbestos PD Trust, 50.1% of Parent Common Stock as of the Effective Date.  77.Class 7A Case Management Order  or Class 7A CMOshall mean the Case
Management Order for Class 7A Asbestos PD Claims and Exhibit A to
such Order (the Amended Order Setting Various Deadlines Regarding Asbestos
Property Damage Claims) substantially in the form included at Exhibit 25
of the Exhibit Book or such other substantially similar form as shall have
been agreed to by each of the Plan Proponents and entered by the Bankruptcy
Court.  78.Class 7A Initial Payment shall mean (a) an
amount in Cash sufficient for the Asbestos PD Trust to pay, in full, all obligations
required to be paid on the Effective Date to Holders of Claims in Class 7A
as set forth in the PD Settlement Agreements, and (b) an amount agreed to
by the Parent, Sealed Air Corporation, Cryovac, Inc., Fresenius, and the
Asbestos PD FCR, constituting an estimate of the first six months of the
Asbestos PD Trust Expenses for Claims in Class 7A, to be transferred
equally by Cryovac, Inc. and Fresenius directly to the Asbestos PD Trust
on the Effective Date; provided, however,
that Cryovac, Inc.s transfer to the Asbestos PD Trust as part of the Class 7A
Initial Payment when aggregated with Cryovac, Inc.s transfer to the
Asbestos PD Trust as part of the Class 7B Initial Payment shall not exceed
50%of the Cash component of the
Cryovac Payment; and provided, further,
that the Fresenius transfer to the Asbestos PD Trust as part of the Class 7A
Initial Payment when aggregated with Fresenius transfer as part of the Class 7B
Initial Payment shall not exceed 65% of the Fresenius Payment.  79.Class 7B Asbestos PD Deferred Payment Agreementshall mean the Deferred Payment Agreement (Class 7B ZAI),
substantially in the form included as Exhibit 28 in the Exhibit Book,
executed by the Parent pursuant to which the Parent shall commit to pay the
Asbestos PD Trust for the benefit of claims in Class 7B and make certain
future  20


payments as
set forth therein.  As provided therein,
and in the Share Issuance Agreement, the payments made pursuant to the Class 7B
Asbestos PD Deferred Payment Agreement shall be secured by Parents obligation
to issue to the Trusts Representative, on behalf of the Asbestos PI Trust and
the Asbestos PD Trust, 50.1% of Parent Common Stock as of the Effective Date.  80.Class 7B Initial Paymentshall mean
an amount in Cash equal to $30 million plus interest from April 1, 2009 to
the Effective Date, accrued at the same rate applicable to the Debtors senior
Exit Financing, to be transferred equally by Cryovac, Inc. and Fresenius
directly to the Asbestos PD Trust on the Effective Date for the benefit of
holders of Claims and Demands in Class 7B;provided, however, that Cryovac, Inc.s transfer to the
Asbestos PD Trust as part of the Class 7B Initial Payment when aggregated
with Cryovac, Inc.s transfer to the Asbestos PD Trust as part of the Class 7A
Initial Payment shall not exceed 50% of the Cash component of the Cryovac
Payment; and provided, further,
that the Fresenius transfer to theAsbestos
PD Trust as part of the Class 7B Initial Payment when aggregated with
Fresenius transfer as part of the Class 7A Initial Payment shall not
exceed 65% of the Fresenius Payment.  81.Common Parent shall mean the common parent, as defined in
Treasury Regulation section 1.1502-77, of those corporations that joined, or
hereafter join in filing a Consolidated Tax Return under section 1501 of the
IRC, and the Treasury Regulations thereunder, or a Consolidated Tax Return
under comparable provisions of law for FSA Taxes or other jurisdictions
(domestic or foreign).  82.Confirmation Date shall mean the date the clerk of the
Court enters on the docket the Confirmation Order.  83.Confirmation Hearing shall mean the hearing that the Court
conducts to consider confirmation of the Plan pursuant to Bankruptcy Code §
1129, as such hearing may be adjourned or continued from time to time.  84.Confirmation Order shall mean the order(s) entered by
the Court on the Confirmation Date confirming the Plan.  85.Confirmation Procedures Order shall mean the order(s) of
the Bankruptcy Court (i) approving procedures relating to the solicitation
and tabulation of votes with respect to the Plan; and (ii) providing or
establishing the basis for calculating the amount of any Plan Claim for voting
purposes.  86.Consolidated Tax Return shall mean (i) a federal
consolidated income Tax Return, within the meaning of section 1501 of the IRC
and the Treasury Regulations under section 1502 of the IRC, and (ii) any
combined, joint, consolidated, or other Tax Return respecting FSA Taxes under
the laws of any jurisdiction (domestic or foreign).  87.Contingent Claim shall mean any Plan Claim, the liability for which attaches or is dependent upon the occurrence or happening of, or is
triggered by, an event, which event  21


has not yet occurred, happened, or been triggered, as of the date on
which suchPlan Claim is
sought to be estimated or an objection to such Plan Claim is Filed, whether or
not such event is within the actual or presumed contemplation of the Holder of
such Plan Claim and whether or not a relationship between the Holder of such
Plan Claim and a Debtor now or hereafter exists or previously existed.  88.Court shall mean either the Bankruptcy Court or the
District Court, as appropriate.  89.Crownshall mean the Attorney General of
Canada (Her Majesty the Queen in Right of Canada).  90.Cryovac, Inc. shall mean Cryovac, Inc.,
taxpayer identification number 13-2830262, a Delaware corporation, formerly
named Grace Communications, Inc.  91.Cryovac Paymentshall mean (i) five
hundred twelve million five hundred thousand dollars ($512,500,000) in Cash,
plus interest thereon from December 21, 2002 until the Effective Date, at
a rate of 5.5% per annum compounded annually and (ii) eighteen million
(18,000,000) shares of Sealed Air Common Stock (as adjusted for a two-for-one
stock split on March 16, 2007), each of (i) and (ii) subject to
further adjustment to the extent provided in the Sealed Air Settlement
Agreement.  92.Cryovac Transaction shall mean the transfers of assets,
the distribution of stock, the merger, and all predecessor, related, and
ancillary transactions, agreements, transfers, and distributions relating to
the transactions described in, referred to, or contemplated by Form S-4
Registration Statement filed by Old Grace Delaware with the SEC under the
Securities Act, on or about February 13, 1998, SEC File No. 333-46281,
including all attachments, exhibits, and schedules thereto.  93.Debtorin Possession or Debtors in Possession shall
mean one or more of the Debtors, each in its capacity as a debtor in possession pursuant to Bankruptcy
Code §§ 1107(a) and 1108.  94.Debtors or Grace shall mean, collectively, W. R. Grace & Co.
(f/k/a Grace Specialty Chemicals, Inc.), W. R. Grace & Co.-Conn.,
A-1 Bit & Tool Co., Inc., Alewife Boston Ltd., Alewife Land
Corporation, Amicon, Inc., CB Biomedical, Inc. (f/k/a Circe
Biomedical, Inc.), CCHP, Inc., Coalgrace, Inc., Coalgrace II, Inc.,
Creative Food N Fun Company, Darex Puerto Rico, Inc., Del Taco
Restaurants, Inc., Dewey and Almy, LLC (f/k/a Dewey and Almy Company),
Ecarg, Inc., Five Alewife Boston Ltd., G C Limited Partners I, Inc.
(f/k/a Grace Cocoa Limited Partners I, Inc.), G C Management, Inc.
(f/k/a Grace Cocoa Management, Inc.), GEC Management Corporation, GN
Holdings, Inc., GPC Thomasville Corp., Gloucester New Communities Company, Inc.,
Grace A-B Inc., Grace A-B II Inc., Grace Chemical Company of Cuba, Grace
Culinary Systems, Inc., Grace Drilling Company, Grace Energy Corporation,
Grace Environmental, Inc., Grace Europe, Inc., Grace H-G Inc., Grace
H-G II Inc., Grace Hotel Services Corporation, Grace International Holdings, Inc.
(f/k/a Dearborn International Holdings, Inc.), Grace Offshore Company, Grace
PAR Corporation, Grace Petroleum Libya Incorporated, Grace  22


Tarpon
Investors, Inc., Grace Ventures Corp., Grace Washington, Inc., W. R.
Grace Capital Corporation, W. R. Grace Land Corporation, Gracoal, Inc.,
Gracoal II, Inc., Guanica-Caribe Land Development Corporation, Hanover
Square Corporation, Homco International, Inc., Kootenai Development
Company, L B Realty, Inc., Litigation Management, Inc. (f/k/a GHSC
Holding, Inc., Grace JVH, Inc., Asbestos Management, Inc.),
Monolith Enterprises, Incorporated, Monroe Street, Inc., MRA Holdings
Corp. (f/k/a Nestor-BNA Holdings Corporation), MRA Intermedco, Inc. (f/k/a
Nestor-BNA, Inc.), MRA Staffing Systems, Inc. (f/k/a British Nursing
Association, Inc.), Remedium Group, Inc. (f/k/a Environmental
Liability Management, Inc., E&C Liquidating Corp., Emerson &
Cuming, Inc.), Southern Oil, Resin & Fiberglass, Inc., Water
Street Corporation, Axial Basin Ranch Company, CC Partners (f/k/a Cross Country
Staffing), Hayden-Gulch West Coal Company, and H-G Coal Company.  95.Demand shall
mean a demand as defined in section 524(g)(5) of the Bankruptcy Code,
including any present or future demand for payment against a Debtor that (i) was
not a Claim in the Chapter 11 Cases prior to the Effective Date; (ii) arises
out of the same or similar conduct or events that gave rise to the Claims
addressed by the Asbestos PI Channeling Injunction or the Asbestos PD
Channeling Injunction; and (iii) pursuant to the Plan, shall be dealt with
by the Asbestos PI Trust, the Asbestos PD Trust, or the CDN ZAI PD Claims Fund.  96.Disallowed
shall mean, with respect to a Plan Claim (other than an Asbestos PI Claim and
US ZAI PD Claim) or Equity Interest, disallowed in its entirety by a Final
Order of the Bankruptcy Court, District Court, or another court of competent
jurisdiction.  97.Disclosure Statement shall mean the disclosure statement
relating to the Plan, including all exhibits, appendices and schedules thereto,
approved by order of the Bankruptcy Court in connection with the Plan pursuant
to Bankruptcy Code § 1125, together with any amendments and supplements
thereto.  98.Disputed Claim shall mean a Plan Claim (other than an
Asbestos PI Claim or US ZAI PD Claim) that is neither Allowed nor Disallowed.  99.Distribution shall mean the payment, distribution, or assignment under the
Plan by the Reorganized Debtors
of property or interests in
property to: (i) any Holder of an Allowed Plan Claim (other than an Asbestos PI Claim, an
Asbestos PD Claim, or a CDN ZAI PD Claim) or Allowed Equity Interest; (ii) the Asbestos PI Trust; or (iii) the
Asbestos PD Trust.  100.District Court shall mean the United States District Court
for the District of Delaware.  101.Effective Date shall mean the first Business Day after the
date on which all of the conditions precedent to the effectiveness of the Plan
specified in Section 7.8 hereto shall have been satisfied or waived or, if
a stay of the Confirmation Order is in effect on such date, the first Business
Day after the expiration, dissolution, or lifting of such stay.  23


102.Employee Benefit Claims shall mean all Claims, including
accrued but unpaid pension Claims from the Petition Date, for compensation or
benefits arising out of the Claimants employment with the Debtors, but only to
the extent and amount provided for under a written benefit plan sponsored by
the Debtors. Workers Compensation Claims, Asbestos Claims, and other Claims asserted
by current or former employees are not Employee Benefit Claims.  Further, any Claim for damages or other
relief asserted by a current or former employee that is not for compensation or
benefits in an amount permitted pursuant to the Debtors written benefit plans
is not an Employee Benefit Claim.  103.Encumbrance
shall mean with respect to any property or asset (whether real or personal,
tangible or intangible), any mortgage, lien, pledge, charge, security interest,
assignment as collateral, or encumbrance of any kind or nature in respect of
such property or asset (including any conditional sale or other title retention
agreement, any security agreement, and the filing of, or agreement to give, any
financing statement under the Uniform Commercial Code or comparable law of any
jurisdiction) to secure payment of a debt or performance of an obligation.  104.Entity shall
mean any person, individual, corporation, company, limited liability company,
firm, partnership, association, joint stock company, joint venture, estate,
trust, business trust, unincorporated organization, any other entity, the
United States Trustee or any Governmental Unit or any political subdivision
thereof.  105.Environmental Claim shall mean any Claim, other than an Asbestos Claim, asserted by
any Entity, arising out of, related to, or based upon any Environmental
Law.  Under the Plan, Environmental
Claims are treated as Administrative Expense Claims or Unsecured Claims, as
appropriate.  106.Environmental Lawsshall mean (a) the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended by
the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C.
§§ 9601, et seq., (b) the
Resource Conservation and Recovery Act, as amended by the Hazardous and Solid
Waste Amendment of 1984, 42 U.S.C. §§ 6901, et seq., (c) the Clean Air Act, 42 U.S.C. §§ 7401,
et seq., (d) the Clean Water
Act of 1977, 33 U.S.C. §§ 1251, et seq.,
(e) the Toxic Substances Control Act, 15 U.S.C. §§ 2601, et seq., (f) all statutes, laws,
rules, permits or regulations issued or promulgated by any Governmental Unit or
court (including the common law), as they may be amended from time to time,
relating to the protection and/or prevention of harm, contamination or
pollution of or to the environment (including ecological systems and living
organisms including humans and the following media whether alone or in
combination: air (including air within buildings), water (including water under
or within land or in pipe or sewage systems), land, buildings and soil) and (g) ordinances,
rules, regulations, orders, notices of violation, requests, demands, permits
and requirements issued or promulgated by any Governmental Unit in connection
with such statutes or laws.  24


107.Equity Committee
shall mean theOfficial
Committee of Equity Security Holders
appointed in the Chapter 11
Cases.  108.Equity Interest shall mean any interest in any of the
Debtors pursuant to an equity security within the meaning of Bankruptcy Code
§ 101(16).  109.ERISA shall mean the Employee Retirement Income Security
Act of 1974 and any regulations issued pursuant thereto, as amended from time
to time.  110.Estate Parties shall mean each of the Debtors, the estate
of each Debtor, the post-confirmation estate of each Debtor, each of the
Reorganized Debtors, and any trustee that may be appointed in any of the
Debtors cases under the Bankruptcy Code.  111.Exhibit Book shall mean the exhibits to the
Disclosure Statement, the Plan, and/or the other Plan Documents, as may be
amended, supplemented, or modified from time to time.  112.ExitFinancing shall mean such financing agreement(s) or
commitment(s) as the Debtors may enter into toprovide
the ReorganizedDebtors with appropriatecredit availability.  113.File or Filed or Filing shall
mean file, filed, or filing with the Court in or to commence the Chapter 11
Cases, as the case may be.  114.Final Order shall mean an order, the operation or effect
of which has not been stayed, reversed, or amended and as to which order the
time to appeal, petition for certiorari, or move for reargument or rehearing
has expired and as to which no appeal, petition for certiorari, or other
proceedings for reargument or rehearing shall then be pending or as to which
any right to appeal, petition for certiorari, reargue, or rehear shall have
been waived in writing by all Entities possessing such right, or, in the event
that an appeal, writ of certiorari, or reargument or rehearing thereof has been
sought, such order shall have been affirmed by the highest court to which such
order was appealed, or from which reargument or rehearing was sought or
certiorari has been denied, and the time to take any further appeal, petition for
certiorari, or move for reargument or rehearing shall have expired; provided, however, that the possibility that a motion under Rule 60
of the Federal Rules of Civil Procedure or any analogous rule under
the Bankruptcy Rules may be filed with respect to such order shall not
cause such order not to be a Final Order.  115.FMCH shall mean Fresenius Medical Care Holdings, Inc.
(taxpayer identification number 13-3461988), a New York corporation, formerly
named W. R. Grace & Co. and Fresenius National Medical Care Holdings, Inc.,
its Affiliates, and any and all of their predecessors, successors, and assigns.  116.FMCH Group shall mean that group of corporations,
immediately after December 31, 1996, that were members of the affiliated
group of corporations within the meaning of section 1504 of the IRC, and the
Treasury Regulations thereunder, of which FMCH was  25


and on the
date of the Fresenius Settlement Agreement continued to be the Common Parent.  117.Fresenius shall mean FMCH
and NMC.  118.Fresenius Action shall mean the suit
styled Official Committee of Asbestos
Personal Injury Claimants and Official Committee of Asbestos Property Damage
Claimants of W. R. Grace & Co, suing on behalf of the Chapter 11
Bankruptcy Estate of W. R. Grace & Co., el. al. v. Fresenius Medical
Care Holdings, Inc., Adv. No. 02-2211 (D. Del.).  119.Fresenius Indemnified Parties shall mean Fresenius and each of their respective present and former
subsidiaries, parents, Affiliates, officers, directors, employees, partners, trustees, shareholders, beneficiaries, agents,
attorneys, predecessors, successors, and assigns, including Fresenius Medical Care AG & Co. KGaA. and
Fresenius AG, but not including
the Estate Parties and Sealed Air.  120.Fresenius Indemnified Taxes shall mean
all FSA Taxes for or attributable to Tax Periods ending on or before December 31,
1996 other than NMC Indemnified Taxes.  121.Fresenius  Payment shall
mean the $115,000,000 consideration to be paid by Fresenius as directed in the
Confirmation Order pursuant to the terms of, and subject to the conditions set
forth in, the Fresenius Settlement Agreement.  122.Fresenius Settlement Agreement shall mean that certain
settlement agreement and release of claims dated February 6, 2003 by and
among the Parent, Grace-Conn, Fresenius, the Asbestos PI Committee, and the
Asbestos PD Committee, included asExhibit 13
in the Exhibit Book, as such agreement may be amended from time to time.  123.Fresenius Settlement Ordershall mean the Order Authorizing, Approving and
Implementing Settlement Agreement By and Among Plaintiffs, the Official
Committee of Asbestos Property Damage Claimants and the Official Committee of
Asbestos Personal Injury Claimants, the Debtors, and Defendants Fresenius
Medical Holdings, Inc. and National Medical Care, Inc., entered by
the District Court on June 25, 2003, Dkt. No. 19 and included as part
of Exhibit 14 in the Exhibit Book.  124.Fresenius Transaction shall mean the series of transactions
that became effective on September 27-30, 1996, whereby, inter alia, (i) NMC distributed
approximately $2.3 billion in cash and assumed debt to Grace-Conn; (ii) Grace-Conn
distributed 100% of the common shares of NMC stock to Grace New York; (iii) Grace
New York contributed 100% of the common shares of Grace-Conn stock to Old Grace
Delaware; (iv) Grace New York distributed 100% of the common shares of Old
Grace Delaware stock to its shareholders; and (iv) Grace New York merged
with a subsidiary of Fresenius Medical Care AG & Co. KGaA., all of
which are more fully described in that certain Distribution Agreement dated as
of February 4, 1996, among Grace New York, Grace-Conn and Fresenius AG,
and that certain Contribution Agreement dated as of February 4, 1996,
among Fresenius AG, Sterilpharma GmbH (as defined therein), and Grace-Conn, as
that  26


series of
transactions is described in, referred to, or contemplated by Form S-4
Registration Statement filed by Grace New York with the SEC under the
Securities Act, on or about August 2, 1996, SEC File No. 333-09497,
including all attachments, exhibits and schedules thereto.  125.FSA Taxes shall mean all forms of taxation, customs,
duties, levies, fees, tariffs, imposts, deficiencies, or other charges or
assessments of any kind whatsoever, imposed by any government entity whenever
created or imposed, and whether of the United States or elsewhere, and whether
imposed by a local, municipal, governmental, state, foreign, federation or
other body, and without limiting the generality of the foregoing, shall include
income (including alternative minimum), sales, use, ad valorem,
gross receipts, license, value added, franchise, transfer, recording,
withholding, payroll, employment, excise, occupation, unemployment insurance,
social security, business license, business organization, stamp, environmental,
premium and property taxes, together with any related interest, penalties and
additions to any such tax, or additional amounts imposed by any taxing
authority (domestic or foreign) upon the FMCH Group, the New Grace Group, the
Grace New York Group, the Sealed Air Group or any of their respective members
or divisions or branches.  126.General Unsecured Claim shall mean any Claim in the
Chapter 11 Cases that is not an Administrative Expense Claim, Priority Tax
Claim, Priority Claim, Secured Claim, Employee Benefit Claim, Workers
Compensation Claim, Intercompany Claim, Asbestos PI Claim, CDN ZAI PD Claim, or
Asbestos PD Claim.  127.Governmental Unit shall mean any domestic, foreign,
provincial, federal, state, local or municipal (a) government, or (b) governmental
agency, commission, department, bureau, ministry, or other governmental entity,
or (c) any other governmental unit (as defined in Bankruptcy Code
§ 101(27)).  128.Grace Canadashall mean Grace Canada, Inc.,
an Ontario corporation.  129.Grace-Conn shall mean W. R. Grace & Co.-Conn., a
Connecticut corporation, and one of the Debtors in these Chapter 11 Cases.  130.Grace New Yorkshall mean W. R. Grace & Co., a
New York corporation, (taxpayer identification number 13-3461988), whose name
was changed to Fresenius National Medical Care Holdings, Inc. on September 27,
1996, and to Fresenius Medical Care Holdings on June 12, 1997.  131.Grace New York Group shall mean that group of
corporations, including Grace-Conn and Old Grace Delaware, that were members
through (and including) September 29, 1996 or December 31, 1996, as
applicable, of the affiliated group of corporations within the meaning of
section 1504 of the IRC, and the Treasury Regulations thereunder, of which
Grace New York was the Common Parent, including, with respect to FSA Taxes of
other jurisdictions (domestic or foreign), that group of corporations which
included  27


Grace New York
or one or more of the members of the Grace New York Group with respect to a
Consolidated Tax Return.  132.Grace PI Guaranty shall mean the guaranty
by the Reorganized Parent of Reorganized Grace-Conns obligations under the
Asbestos PI Deferred Payment Agreement in the form set forth in Exhibit 15
of the Exhibit Book or such other substantially similar form as shall have
been agreed to by each of the Plan Proponents.  133.Grace PD Guarantee Agreement for Class 7Ashall
mean the W. R. Grace & Co. Guarantee Agreement (Class 7A PD)
substantially in the form included as Exhibit 29 of the Exhibit Book
or such other substantially similar form as shall have been agreed to by each
of the Plan Proponents.  134.Grace PD Guarantee Agreement for Class 7B
shall mean W. R. Grace & Co. Guarantee Agreement (Class 7B ZAI)
substantially in the form included as Exhibit 30 of the Exhibit Book
or such other substantially similar form as shall have been agreed to by each
of the Plan Proponents.  135.Grace-Related Claim shall have the same meaning as defined
in the Fresenius Settlement Agreement and shall include all claims (including
unknown claims), Demands, rights, liabilities, and causes of action of every
nature and description whatsoever, known or unknown, direct or indirect,
whether concealed or hidden, from the beginning of time up to and including the
date on which the Fresenius Payment is made pursuant to the Fresenius
Settlement Agreement, asserted or that might have been asserted (including
claims for fraudulent conveyance, successor liability, piercing of the
corporate veil, negligence, gross negligence, professional negligence, breach
of duty of care, breach of loyalty, breach of duty of candor, fraud, breach of
fiduciary duty, mismanagement, corporate waste, breach of contract, negligent
misrepresentation, contribution, indemnification, any other common law or
equitable claims, and violations of any state or federal statutes, rules or
regulations), which are either Asbestos-Related Claims (as defined in the
Fresenius Settlement Agreement) or are based upon or arise out of the Fresenius
Transaction, or the conduct or operations of any business or operations of any
of Grace-Conn and its parents or subsidiaries at any time (other than the NMC
Business), including without limitation any claims based on or arising out of
environmental law, but not including any claims based on or arising out of the
conduct or operations of the NMC Business or any act or omission of the
Fresenius Indemnified Parties in connection with the operation of the NMC
Business.  136.Holder shall
mean any Entity holding any Plan Claim or Equity Interest and, with respect to
a vote on the Plan, shall mean the beneficial holders on the Voting Record Date
or any authorized signatory who has completed and executed a Ballot or on whose
behalf a Master Ballot has been properly completed and executed.  137.Indirect PD Trust Claim shall mean any Claim
or remedy, liability, or Demand against the Debtors, now existing or hereafter
arising, whether or not such Claim, remedy, liability, or Demand is reduced to
judgment, liquidated, unliquidated, fixed,  28


contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured, or
unsecured, whether or not the facts of or legal bases for such Claim, remedy,
liability, or Demand are known or unknown, that is (x)(i) held by (A) any
Entity (other than a director or officer entitled to indemnification pursuant
to Section 8.8.9 of the Plan) who has been, is, or may be a defendant in
an action seeking damages for an Asbestos PD Claim or (B) any assignee or
transferee of such Entity and (ii) on account of alleged liability of the
Debtors for payment, repayment, reimbursement, indemnification, subrogation, or
contribution of any portion of any damages such Entity has paid or may pay to
the plaintiff in such action or (y) held by any Entity that is a claim
seeking payment, repayment, reimbursement, indemnification, subrogation, or
contribution from the Debtors with respect to any insurance settlement
agreement, surety bond, letter of credit or other financial assurance issued or
entered into by any Entity on account of, or with respect to, an Asbestos PD
Claim; provided, however, that
for the avoidance of doubt, the term Indirect PD Trust Claim shall not
include or pertain to any Asbestos PI Claim, CDN ZAI PD Claim, Environmental
Claim, or Workers Compensation Claim.  138.Indirect PI Trust Claim shall mean any
Claim or remedy, liability, or Demand against the Debtors, now existing or
hereafter arising, whether or not such Claim, remedy, liability, or Demand is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured, or unsecured,
whether or not the facts of or legal bases for such Claim, remedy, liability,
or Demand are known or unknown, that is (x)(i) held by (A) any Entity
(other than a director or officer entitled to indemnification pursuant to Section 8.8.9
of the Plan) who has been, is, or may be a defendant in an action seeking
damages for death, bodily injury, sickness, disease, or other personal injuries
(whether physical, emotional, or otherwise) to the extent caused or allegedly
caused, directly or indirectly, by exposure to asbestos or asbestos-containing
products for which the Debtors have liability or (B) any assignee or
transferee of such Entity and (ii) on account of alleged liability of the
Debtors for payment, repayment, reimbursement, indemnification, subrogation, or
contribution of any portion of any damages such Entity has paid or may pay to
the plaintiff in such action or (y) held by any Entity that isa claim seeking payment, repayment,
reimbursement, indemnification, subrogation, or contribution from the Debtors
with respect to any insurance settlement agreement, surety bond, letter of
credit or other financial assurance issued or entered into by any Entity on
account of, or with respect to, Asbestos PI Claims; provided, however, that for the avoidance of doubt, the term
Indirect PI Trust Claim shall not include or pertain to any Asbestos PD
Claim, CDN ZAI PD Claim, Environmental Claim, or Workers Compensation Claim.  139.Initial Tax Distribution Date shall mean: (i) a date
within the first sixty (60) days after the Effective Date as selected by the
Reorganized Debtors, or (ii) such later date as the Bankruptcy Court may
establish, upon request by the Reorganized Debtors, for cause shown.  140.Insurance Contributorshall mean any of (a) the
Debtors, (b) the Reorganized Debtors, and (c) the Non-Debtor
Affiliates identified in the Asbestos Insurance Transfer Agreement.  29


141.Intercompany  Claim shall
mean: (a) any Claim that arose prior to the Effective Date by: (i) any
Debtor against any other Debtor, or (ii) a Non-Debtor Affiliate against
any Debtor; or (b) any claim that arose prior to the Effective Date by any
Debtor against any Non-Debtor Affiliate.  142.IRC shall mean
the Internal Revenue Code of 1986, as amended, and any applicable regulations
(including temporary and proposed regulations) promulgated thereunder by the
United States Treasury Department.  143.IRS shall mean
the United States Internal Revenue Service.  144.March 2003 Bar Date shall mean March 31, 2003,
the last day for Filing a proof of claim relating to pre-petition (i) Asbestos
PD Claims, (ii) non-asbestos claims (including all governmental claims,
Environmental Claims, and all derivative asbestos claims and asbestos-related
claims for contribution, indemnity, reimbursement, or subrogation),and (iii) Asbestos Medical Monitoring Claims.  145.March2003 Bar Date Order shall
mean the Courts order, dated April 22, 2002, Dkt. No. 1963, which established the March 2003 Bar Date.  146.Master Ballot shall mean a Ballot (a) cast on behalf
of one or more Holders of Asbestos PI Claims or Asbestos PD Claims, or (b) cast
on behalf of one or more beneficial owners of Parent Common Stock, in either
case pursuant to the terms and guidelines established in the Plan Documents
and/or the Confirmation Procedures Order.  147.New Grace Group shall mean that group of corporations,
including Grace-Conn (taxpayer identification number 13-5114230) that are, or
hereafter become, members of that affiliated group of corporations under
section 1504 of the IRC, and the Treasury Regulations thereunder, that have
joined, or hereafter join, in filing a Consolidated Tax Return of which the
Parent, or any successor to the Parent, including any reorganized Debtor
successor to the Parent, was or is the Common Parent.  148.NMC shall mean National Medical Care, Inc., a
Delaware corporation (taxpayer identification number 04-2835488).  149.NMC Business shall mean all of the worldwide healthcare
business and operations conducted by NMC and the direct and indirect
subsidiaries of NMC at any time, whether prior to or after September 29,
1996.  150.NMC Indemnified Taxes shall mean all Taxes of or
attributable to any Tax Period arising from Tax Items relating to the NMC
Business conducted by a member of the FMCH Group (net of benefits from Tax
Items relating to the NMC Business from one or more Tax Periods not previously paid
to, or applied for the benefit of, any member of the FMCH Group) which have not
previously been paid to (i) one of the Estate Parties, (ii)  30


Grace New York
prior to the Fresenius Transaction, or (iii) the applicable tax authority,
by any member of the FMCH Group.  151.Non-Debtor Affiliate shall mean each Affiliate of the
Debtors that is not a debtor or debtor-in-possession in the Chapter 11 Cases,
including the Entities designated as Non-Debtor Affiliates in Exhibit 16in the Exhibit Book.  152.Old Grace Delawareshall mean W. R. Grace &
Co., a Delaware corporation (taxpayer identification number 65-0654331), prior
to the change of its name to Sealed Air Corporation in the Cryovac Transaction.  153.Old Sealed Air Corporation shall mean
Sealed Air Corporation (US), a Delaware corporation (taxpayer identification
number 22-1682767), which was named Sealed Air Corporation until the
consummation of the Cryovac Transaction.  154.Parent shall mean W. R. Grace & Co., a Delaware
corporation (taxpayer identification number 65-0773649), the first named Debtor
in the caption of the Chapter 11 Cases and ultimate parent holding company of
all of the other Debtors and Non-Debtor Affiliates.  155.Parent Common Stock shall mean the common stock, par value
$0.01 per share, of the Parent or, if after the Effective Date, of the
Reorganized Parent.  156.PBGCshall have the meaning set forth in Section 8.1.6
of the Plan.  157.PD Settlement Agreements shall mean
settlement agreements approved by the Bankruptcy Court on or before the
Effective Date between the Debtors and certain Holders of Asbestos PD Claims
fully and finally resolving the Allowed Amount of their Asbestos PD Claims.  158.PD Trust shall mean the Asbestos PD
Trust.  159.Pension Plansshall have the meaning set forth in Section 8.1.6
of the Plan.  160.Petition Date shall mean April 2, 2001, the date on
which the Debtors Filed their petitions for relief commencing the Chapter 11
Cases.  161.Plaintiffs means the Asbestos PI Committee and the
Asbestos PD Committee, suing on behalf of the Chapter 11 Bankruptcy Estate of
W. R. Grace & Co. in the Fresenius Action and the Sealed Air Action.  162.Plan shall
mean theFirst Amended Joint Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code of W. R. Grace & Co., et al., the Official Committee
of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants
Representative, and the Official Committee of Equity Security Holders Dated February 27,
2009, as it may be amended, supplemented, or otherwise modified from time to
time, and the exhibits and schedules to the foregoing, as the same may be in
effect from time to time.  31


163.Plan Claims shall mean, collectively, Administrative
Expense Claims, Priority Tax Claims, Priority Claims, Secured Claims, Employee
Benefit Claims, Workers Compensation Claims, Intercompany Claims, Asbestos PI
Claims, CDN ZAI PD Claims, Asbestos PD Claims, and General Unsecured Claims.  164.PlanDocuments shall mean the Plan, the Exhibit Book,
the Disclosure Statement, all
exhibits in the Exhibit Book, and the Plan Supplement, either in the form
approved by each of the Plan Proponents or as each may be amended,
supplemented, or otherwise modified from time to time in accordance with its
terms.  165.Plan Proponentsmeans, collectively, the Debtors, the
Asbestos PI Committee, the Asbestos PI FCR, and the Equity Committee.  166.Plan Registration Rights Agreement shall
mean the Registration Rights Agreement in the form included as Exhibit 17
of the Exhibit Book or such other substantially similar form as shall have
been agreed to by each of the Plan Proponents.  167.Plan Supplement shall mean the
supplement, containing copies of certain exhibits or schedules to the Plan and
Disclosure Statement, including the By-Laws of the Parent, draft amended
Certificates of Incorporation, and a list disclosing the identity and
affiliates of any person proposed to serve on the initial board of directors or
be an officer of one or more of the Reorganized Debtors, which shall be Filed
with the Bankruptcy Court at least ten (10) days before the objection
deadline with respect to the Plan and served on the Entities listed in Section 11.12
of this Plan.  168.Pre-petition Credit Facilitiesshall mean
(i) the Credit Agreement, dated as of May 14, 1998, among
Grace-Conn., the Parent, the several banks from time to time parties thereto,
the co-agents thereto, The Chase Manhattan Bank as administrative agent, and
Chase Securities Inc. as arranger; and (ii) the 364-Day Credit Agreement,
dated as of May 5, 1999, as amended by the First Amendment dated as of May 3,
2000, among Grace-Conn., the Parent, the several banks from time to time
parties thereto, Bank of America National Trust and Savings Association as
syndication agent, The Chase Manhattan Bank as administrative agent, Chase
Securities Inc. as book manager, and First Union National Bank as documentation
agent.  169.Post-Effective Distribution Dateshall
mean, with respect to any Plan Claim that becomes an Allowed Claim after the
Effective Date or with respect to the amount of post-petition interest payable
in relation to an Allowed General Unsecured Claim that is subject to a
Post-Petition Interest Determination Notice or a Notice of Non-Default Contract
Rate of Interest that is resolved pursuant to Sections 3.1.9(d) or (e) of
the Plan, the last Business Day of the month following the month in which the
Plan Claim has become an Allowed Claim or after the amount of post-petition
interest has been resolved pursuant to Sections 3.1.9(d) or (e) of
the Plan, as the case may be.  32


170.PriorityClaim
shall mean any Claim (other than an Administrative Expense Claim or Priority
Tax Claim) to the extent such Claim is entitled to priority in right of payment
under Bankruptcy Code § 507.  171.Priority Tax Claim shall
mean a Claim that is of a kind specified in Bankruptcy Code §§ 502(i) or
507(a)(8).  172.Professional shall mean an Entity (i) employed
pursuant to a Final Order in accordance with Bankruptcy Code §§ 327, 328, 363,
524(g)(4)(B)(i) and/or 1103 and to be compensated for services pursuant to
Bankruptcy Code §§ 327, 328, 329, 330 and/or 331, or (ii) for which
compensation and reimbursement have been allowed by the Bankruptcy Court
pursuant to Bankruptcy Code § 503(b)(4).  173.Quarterly Tax
Distribution Date shall
mean the first Business Day of each calendar quarter following the Initial Tax Distribution Date; provided, however, that the first Quarterly Tax Distribution
Date following the Initial Tax
Distribution Date shall be no less than ninety (90) days following such Initial Tax Distribution Date.  174.Reorganized Debtor, Reorganized Debtors or Reorganized Grace shall mean the Debtor(s) from and
after the Effective Date.  175.Reorganized Grace-Connshall mean W. R.
Grace & Co.-Conn from and after the Effective Date.  176.Reorganized Parent shall mean the Parent from and after
the Effective Date.  177.Representatives shall mean, with respect to any Entity,
the past and present directors, officers, employees, accountants (including
independent registered public accountants), advisors, attorneys, consultants,
or other agents of that Entity, or any other representatives or professionals
of that Entity or of any of those directors, officers, employees, accountants
(including independent registered public accountants), advisors, attorneys,
consultants, or other agents, but only in their capacities as such.  178.Retained Causes of Action shall mean the actual and
potential causes of action that the Reorganized Debtors shall retain under the
Plan, on and after the Effective Date, on behalf of the Debtors, to commence
and pursue, as appropriate, in any court or other tribunal including in an
adversary proceeding filed in one or more of the Chapter 11 Cases, whether such
causes of action accrued before or after the Petition Date and whether such causes
of action are known or unknown as of any date of determination, including, but
not limited to, the actions listed in Exhibit 19 included in the Exhibit Book,
but specifically excluding the Asbestos PI Trust Causes of Action and the
Asbestos PD Trust Causes of Action.  179.SA Asbestos Personal Injury Claim shall
mean an Asbestos Personal Injury Claim as defined in the Sealed Air
Settlement Agreement, including any and all SA Claims, SA Debts, and SA Damages
for death, bodily injury, sickness, disease, medical monitoring,  33


or other
personal injuries (whether physical or not) caused or allegedly caused by,
based on, arising out of, or attributable to, directly or indirectly, in whole
or in part, the presence of or exposure at any time to asbestos or
asbestos-containing material or products, mined, processed, consumed, used,
stored, manufactured, designed, sold, assembled, distributed, disposed of, or
installed by or on behalf of any SA Debtor or any of its predecessors,
successors, or assigns, or any current or former Affiliate of any of the
foregoing (but only to the extent that any liability is asserted to exist as a
result of it being such a predecessor, successor, assign, or current or former
Affiliate), including any SA Claims, SA Debts, and SA Damages for
reimbursement, indemnification, subrogation, or contribution.  180.SA Asbestos Property Damage Claim shall
mean an Asbestos Property Damage Claim as defined in the Sealed Air
Settlement Agreement, including any and all SA Claims, SA Debts, and SA Damages
for or arising out of property damage, including the cost of inspecting,
maintaining, encapsulating, abating, repairing, decontaminating, removing, or
disposing of asbestos or asbestos-containing materials or products in buildings
or other structures, or other property caused or allegedly caused by, based on,
arising out of, or attributable to, directly or indirectly, in whole or in
part, the installation in, presence in, or removal of asbestos or
asbestos-containing material or products mined, processed, consumed, used,
stored, manufactured, designed, sold, assembled, distributed, disposed of, or
installed by or on behalf of any SA Debtor or any of its predecessors,
successors, or assigns, or any current or former Affiliate of any of the
foregoing (but only to the extent that any liability is asserted to exist as a
result of it being such a predecessor, successor, assign, or current or former
Affiliate), including any SA Claims, SA Debts, and SA Damages for
reimbursement, indemnification, subrogation, or contribution.  181.SA Claims shall mean 
Claim as defined in the Sealed Air Settlement Agreement, including any
and all claims, whether direct, indirect, derivative or otherwise, including claim
as the term is defined in section 101(5) of the Bankruptcy Code (except
that a right to an equitable remedy shall also be considered an SA Claim
whether or not the breach gives rise to a right of payment), remedies, or
causes of action, liability, SA Debts, or SA Damages, known or unknown, now
existing or hereafter arising, that have been, could have been, may be, or
could be alleged or asserted now or in the future by any Entity against the SA
Debtors, their predecessors, successors, assigns, or any current or former
Affiliate of any of the foregoing, including the Canadian Entities, or the
Sealed Air Indemnified Parties, of whatsoever kind or nature, whether alleged
or asserted or not, whether founded in law, equity, admiralty, tort, contract,
statute, or otherwise, and includes demands, liability, suits, judgments, and
all legal or equitable theories of recovery whether arising under the common
law or any statute, ordinance, or regulation. 
Without limiting the generality of the foregoing, SA Claims shall
include any and all claims, causes of action, SA Debts, or SA Damages under or
attributable to:  (i) chapter 5 of
the Bankruptcy Code; (ii) successor liability, piercing the corporate
veil, alter ego liability, agency liability, transferee liability, or other
similar claims or causes of action seeking to hold an Entity liable for the
debts or obligations of another Entity; (iii) chapter 176 of title 28 of
the United States Code or any other similar statutes; (iv) any
debtor-creditor, fraudulent transfer, or fraudulent conveyance statutes; or (v) any
other similar  34


claims or
causes of action (all such SA Claims, causes of action, SA Debts, or SA Damages
under or attributable to (i) through (v), collectively, SA Successor Claims).  182.SA Damages shall mean Damages as defined in the Sealed
Air Settlement Agreement, including any and all potential elements of recovery
or relief, including those that are known, unknown, certain, uncertain,
anticipated, or unanticipated, that have been, could have been, may be, or
could be alleged or asserted now or in the future against the Sealed Air
Indemnified Parties, whether alleged, unalleged, asserted, or unasserted by
Plaintiffs or by any other Entity under any legal, regulatory, administrative,
or equitable theory against the Sealed Air Indemnified Parties, and includes
equitable relief, declaratory relief, actual damages (whether for successor
liability, fraudulent transfer, fraudulent conveyance, alter ego liability,
agency liability, property damage, environmental liability, Tax liability,
economic loss, loss of profits, medical expenses, medical monitoring, personal
injury, loss of consortium, wrongful death, survivorship, or compensatory,
proximate, consequential, general, incidental, or special damages, or any other
liability, loss, or injury), statutory or treble, or multiple or penal or
punitive or exemplary damages, attorneys fees, interest, expenses, and costs
of court.  183.SA Debtorsshall mean
the Debtors as defined in the Sealed Air Settlement Agreement, including the
Debtors, each of their estates, any trustee or examiner that may be appointed
in any of the Debtors cases under the Bankruptcy Code, and the reorganized
Debtors and includes any new corporation or other entity to which the stock or
the assets of any of the Debtors or any combination thereof, are transferred
pursuant to the Plan (other than the Asbestos PI Trust, the Asbestos PD Trust,
or an unrelated third-party that has purchased assets from a Debtor pursuant to
section 363 of the Bankruptcy Code).  184.SA Debts shall mean Debts as defined in the Sealed Air
Settlement Agreement, including any liability or obligation arising from, based
on, or attributable to any SA Claim.  185.SA Indemnified Taxesshall mean all Taxes
and other amounts for which any SA Debtor or any SA Non-Debtor Affiliate is
responsible or required to pay, or is required to indemnify any SA Indemnified
Party for or in respect thereto, pursuant to the 1998 Tax Sharing Agreement and
including all Grace Taxes (as defined in the Sealed Air Settlement
Agreement).  186.SA Non-Debtor Affiliates shall mean Non-Debtor Affiliates
as defined in the Sealed Air Settlement Agreement, including the Affiliates of
the SA Debtors that are not debtors or debtors in possession under the
Bankruptcy Code.  187.SA Successor Claims shall have the meaning set forth in
the definition of SA Claims.  188.Schedules
shall mean the schedules of assets and liabilities and the statements of
financial affairs Filed by the Debtors in Possession with the Bankruptcy Court,
as  35


required by
Bankruptcy Code § 521 and the Bankruptcy Rules, as such schedules and
statements may be amended by the Debtors in Possession from time to time in
accordance with Bankruptcy Rule 1007.  189.Sealed Air shall mean Sealed Air Corporation and Cryovac, Inc.  190.Sealed Air Action shall mean the suit
styled Official Committee of Asbestos Personal
Injury Claimants and Official Committee of Asbestos Property Damage Claimants
of W. R. Grace & Co., suing on behalf of the Chapter 11 Bankruptcy
Estate of W. R. Grace & Co., el. al. v. Sealed Air Corporation and
Cryovac, Inc., Adv. No. 02-2210 (D. Del.).  191.Sealed AirCommon Stock shall mean the voting common stock, par value of $0.10 per share, of SealedAir Corporation.  192.Sealed Air Corporationshall mean Sealed
Air Corporation, a Delaware corporation (taxpayer identification number 65-0654331),
formerly known as W. R. Grace & Co. prior to the Cryovac Transaction.  193.Sealed Air Group shall mean the group of corporations,
including but not limited to Cryovac, Inc., that from on or about September 29,
1996, were or hereafter become, members of an affiliated group of corporations
under section 1504 of the IRC, and the Treasury Regulations thereunder, that
have joined, or hereafter join, in filing a Consolidated Tax Return of which
Sealed Air Corporation, or any successor to Sealed Air Corporation, was or is
the Common Parent.  194.Sealed Air Indemnified Parties shall mean the Released
Parties as defined in the Sealed Air Settlement Agreement, including Sealed
Air Corporation, Cryovac, Inc. and all of their parent corporations,
subsidiary corporations, joint venturers, Affiliates, and sister corporations,
and any and all of their past, present and future agents, servants, officers,
directors, employees, successors, assigns, heirs, executors, administrators,
legal representatives, beneficiaries, insurers (but solely to the extent of
coverage procured by Sealed Air Corporation (after March 31, 1998) or
Cryovac, Inc. (after such date) of any liabilities of Sealed Air
Corporation or Cryovac, Inc. for Asbestos-Related Claims), or any of them,
including any Entity acting on behalf of or at the direction of any of them,
but specifically excluding (i) the SA Debtors, (ii) all SA Non-Debtor
Affiliates, (iii) Fresenius (to the extent of any and all SA Claims, SA
Damages or SA Debts arising out of the Fresenius Transaction), and (iv) any
and all insurers of the SA Debtors or the SA Non-Debtor Affiliates to the
extent that they have provided coverage for Asbestos-Related Claims now or
hereafter asserted or which could have been asserted at any time against the SA
Debtors or the SA Non-Debtor Affiliates.  195.Sealed Air Settlement Agreement shall mean that certain
Settlement Agreement and Release, dated November 10, 2003, by and among
the Asbestos PI Committee, the Asbestos PD Committee, Sealed Air Corporation,
and Cryovac, Inc., included asExhibit 22
in the Exhibit Book and Filed with the Bankruptcy Court on November 26,
2003, in Adv. No. 02-2210, Dkt. No. 729, as amended by the Sealed Air
Settlement Order.  36


196.Sealed Air Settlement Order shall mean the Order
Approving, Authorizing, and Implementing Settlement Agreement By and Among the
Plaintiffs, Sealed Air Corporation and Cryovac, Inc., dated June 27,
2005, and entered by the Bankruptcy Court on June 29, 2005, Dkt. No. 8742,
included as Exhibit 23 in the Exhibit Book.  197.SEC shall mean the United States Securities and Exchange Commission.  198.Secured
Claim shall mean a Claim that is: (i) secured by a lien (as
such term is defined in Bankruptcy Code § 101(37)) on property in which the
Debtors have an interest, which
lien is valid, perfected, and enforceable under applicable law or by reason of
a Final Order, or (ii) entitled to setoff under Bankruptcy Code § 553, to
the extent of (A) the value of the Claimants interestin the
Debtors interest in such property or (B) the
amount subject to setoff, as applicable, as determined pursuant to
Bankruptcy Code § 506(a).  199.SecuritiesAct
shall mean the Securities Act of 1933, as amended.  200.Settled Asbestos Insurance Company shall mean any Asbestos
Insurance Entity that has entered into an Asbestos Insurance Settlement
Agreement prior to the conclusion of the Confirmation Hearing; but onlywith respect to, and only to the
extent of, any Asbestos Insurance Policy (or any portion thereof) identified as
the subject of an Asbestos Insurance Settlement Agreement in Exhibit 5 in
the Exhibit Book; provided, however,
that (i) each such Asbestos Insurance Settlement Agreement is listed by
the Plan Proponents, acting together, in Exhibit 5 and (ii) the
Asbestos Insurance Settlement Agreement is approved by the Court as
sufficiently comprehensive to warrant treatment under section 524(g) of
the Bankruptcy Code; and further provided,
for the avoidance of doubt, that an Asbestos Insurance Entity is a Settled
Asbestos Insurance Company to the fullest extent, but only to the extent,
provided by section 524(g) in respect of any claim that arises by reason
of one of the activities enumerated in section 524(g)(4)(A)(ii).  201.Share Issuance Agreementshall mean the
agreement setting forth the obligation of the Reorganized Parent to issue a
number of shares of Parent Common Stock to the Trusts Representative, on
behalf of the Asbestos PI Trust and the Asbestos PD Trust, in the form included
as Exhibit 20 of the Exhibit Book or such other substantially similar
form as shall have been agreed to by each of the Plan Proponents.  202.Stock Incentive Planshall mean the stock
incentive awards to the management of the Reorganized Debtors and to other key
employees, and to the Board of Directors of the Reorganized Debtors as set
forth in the stock incentive plan included as Exhibit 31 of the Exhibit Book.  203.Stock Trading Restrictions Term Sheetshall
mean trading restrictions on Parent Common Stock as summarized on the stock
trading restrictions term sheet included as Exhibit 32 of the Exhibit Book.  For the avoidance of doubt, no restrictions
shall be imposed on the acquisition or sale of Parent Common Stock by the
Asbestos PI Trust or  37


the Asbestos
PD Trust or the ability of any person to acquire any or all of the Warrant
Stock (as defined in the Stock Trading Restrictions Term Sheet at
¶ 4(a)(iii)) or any other Parent Common Stock from the Asbestos PI Trust
and/or the Asbestos PD Trust to the extent the aforementioned Warrant Stock or
Parent Common Stock is acquired by the Asbestos PI Trust or the Asbestos PD
Trust from the Parent.  204.Successor Claims shall mean any of the SA Successor Claims
and/or the Grace-Related Claims.  205.Successor Claims Injunctionshall have
the meaning set forth in Section 8.5 of this Plan.  206.Tax or Taxes means
all taxes, customs, duties, levies, fees, tariffs, imposts, deficiencies, or
other charges or assessments of any kind whatsoever, including all net income,
gross income, capital gains, gross receipt, property, franchise, sales, use,
excise, withholding, payroll, employment, social security, workers compensation,
unemployment, occupation, severance, capital stock, ad valorem, value added,
transfer, gains, profits, net worth, asset, transaction, business consumption,
or other taxes, and any interest, penalties, fines, additions to tax, or
additional amounts with respect thereto, imposed by any governmental authority
(whether domestic or foreign).  207.Tax Item shall mean any item of income, gain, loss,
deduction, credit, provisions for reserves, recapture of credit, net operating
loss, net capital loss, tax credit, sales, revenues, property or asset values,
capital or any other item which increases or decreases FSA Taxes paid or
payable, including an adjustment under IRC section 481 (or comparable
provisions of the FSA Tax law of any other jurisdiction (domestic or foreign))
resulting from a change in accounting method, the allowance or disallowance in
whole or in part of, or assessment with respect to, a tentative allowance of
refund claimed on Form 1139, the allowance or disallowance in whole or in
part of a net operating loss, net capital loss, or tax credit claimed on a Tax
Return, an amended Tax Return or claim for refund, or an adjustment
attributable to a quick refund of overpayment of estimated tax.  208.Tax Period shall mean any period for, or with respect to,
which a Tax Return is or has been filed, is required to be filed or may be
filed.  209.Tax Return shall mean any return, filing, questionnaire,
information return or other document required or permitted to be filed, with
respect to any Tax, including requests for extensions of time, filings made
with estimated tax payments, claims for refund, Forms 1139 and amended returns,
that has been, or hereafter may, be filed for any Tax Period with any tax
authority (whether domestic or foreign).  210.Trusts
Representativeshall mean the Entity from time to time acting as the Trusts
Representative on behalf of the Asbestos PI Trust and the Asbestos PD Trust
pursuant to the terms of the Asbestos PI/PD Inter-Creditor Agreement.  38


211.TSIA shall mean that certain Tax Sharing
and Indemnification Agreement made as of September 27, 1996, by and among
Grace New York, Grace-Conn, and Fresenius AG, an Aktiengesellshaft organized
under the laws of the Federal Republic of Germany and an indirect parent of
FMCH.  212.United States Trustee shall mean the Office of the United
States Trustee for the District of Delaware.  213.Unliquidated Claim
shall mean:(i) any
Plan Claim (other than an Asbestos PI Claim), the amount of liability for which has not been fixed, whether
pursuant to agreement, applicable law,
or otherwise, as of the date on which such Claim is sought to be fixed, or (ii) any Plan Claim (other than an
Asbestos PI Claim) for which no Allowed Amount has been determined.  214.Unresolved
Asbestos PD Bar Date Claims
shall mean the Asbestos PD Claims in Class 7A that are identified on Exhibit 21
of the Exhibit Book.  215.Unresolved Asbestos PD Claims shall mean the Unresolved
Asbestos PD Bar Date Claims and all other Asbestos PD Claims in Class 7A,
other than Asbestos PD Claims that were resolved pursuant to PD Settlement
Agreements.  216.Unsecured Creditors Committee shall mean the Official
Committee of Unsecured Creditors appointed by the United States Trustee in the
Chapter 11 Cases pursuant to Bankruptcy Code § 1102.  217.US ZAI PD Claim shall mean a Claim, SA Claim,
Grace-Related Claim, or Demand, if any, against or debt, liability, or
obligation of, any of the Debtors or the Asbestos Protected Parties, including (x) all
related claims, debts, obligations, liabilities, and remedies for compensatory
(including general, special, and consequential damages) and punitive damages,
and restitution and (y) all cross-claims, contribution claims, subrogation
claims, reimbursement claims, and indemnity claims (whether or not such Claim,
SA Claim, Grace-Related Claim, Demand, if any, remedy, debt, liability, or
obligation is reduced to judgment, liquidated, unliquidated, fixed, settled,
contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured, or unsecured; whether or not the facts of or legal bases therefor are
known or unknown; and whether in the nature of or sounding in tort, or under
contract, warranty, guarantee, contribution, joint and several liability,
subrogation, reimbursement or indemnity, or any other theory of law, equity, or
admiralty), for, based on, or arising out of, resulting from, or attributable
to, directly or indirectly property damage, including the cost of removal,
abatement, and diminution in the value thereof, or environmental damage or
economic loss caused or allegedly caused, by the ZAI sold, manufactured,
supplied, produced, specified, selected, distributed, or in any way marketed by
one or more of the Debtors (or (x) any of their respective predecessors,
successors, or assigns, or any current or former Affiliate of any of the
foregoing (including any of the Non-Debtor Affiliates), but only to the extent
that any liability is asserted to exist as a result of it being such a
predecessor, successor, assign, or current or former Affiliate, or (y) any
other Entity for whose  39


products or
operations any of the Debtors allegedly has liability or is otherwise
liable).  US ZAI PD Claims are included
within the Class of Asbestos PD Claims.  218.VotingRecord Date shall mean two (2) Business
Days after the entry of an order by the Bankruptcy Court approving the
Disclosure Statement.  219.Warrantshall mean the warrant for the
purchase of Parent Common Stock which is to be issued by the Reorganized Parent
pursuant to the terms of the Plan and the Warrant Agreement.  220.Warrant Agreement shall mean the Warrant
Agreement included as Exhibit 24 of the Exhibit Book or such other
substantially similar form as shall have been agreed to by each of the Plan
Proponents.  221.Workers Compensation Claims
shall mean any Claim: (i) for benefits under a state-mandated workers
compensation system, which a past, present, or future employee of the Debtors
or their predecessors is receiving, or may in the future have a right to
receive and/or (ii) for reimbursement brought by any insurancecompany
or state agency as a result of payments made to or for the benefit of such
employees under such a system and fees and expenses incurred under any
insurance policies or laws or regulations covering such employee claims.  222.ZAI shall mean
Zonolite Attic Insulation, which is a loose-fill, non-roll vermiculite product
primarily used in home attic insulation, that may contain naturally occurring
asbestos.  223.ZAI TDPshall mean the WRG United States
Zonolite Attic Insulation Property Damage Settlement Trust Distribution
Procedures.  224.ZAI Trust Distribution Proceduresshall mean the procedures, substantially in the form included as Exhibit 33
in the Exhibit Book, to be implemented by the Class 7B Trustee (as
defined in the Asbestos PD Trust Agreement) pursuant to the terms and
conditions of the Plan and the Asbestos PD Trust Agreement, to liquidate,
determine, and pay (if entitled to payment) US ZAI PD Claims in Class 7B
as and to the extent set forth in such procedures.  225.Zonolite Attic Insulation Trust Advisory Committeeshall mean the Zonolite Attic Insulation Trust
Advisory Committee established pursuant to the terms of the Plan and having the powers, duties and obligations
set forth in the Asbestos PD Trust Agreement.  226.ZTAC shall mean the Zonolite Attic Insulation Trust
Advisory Committee.  40


1.2OTHER
TERMS/INTERPRETATION  (a)Wherever
from the context it appears appropriate, each term stated in either the
singular or the plural shall include the singular and the plural, and pronouns
stated in the masculine, feminine, or neuter gender shall include the other
genders.  (b)Subject
to Section 1.2(n), any reference in a Plan Document to a contract,
instrument, release, indenture or other agreement or document being in a
particular form or on particular terms and conditions shall mean that such document
shall be substantially in such form or substantially on such terms and
conditions.  (c)Any
reference in a Plan Document to an existing document or exhibit in the Exhibit Book
filed or to be filed shall mean the document or exhibit as it may have been or
may be amended, modified or supplemented.  (d)Any
reference to an Entity as a Holder of a Claim or Plan Claim shall include that
Entitys successors, assigns and
affiliates.  (f)The
words herein, hereof, hereto, hereunder, and others of similar import
when used in a Plan Document refer to such Plan Document as a whole and not to
any particular section, subsection, or clause contained in such Plan Document.  (g)The
word including (and, with correlative meaning, the forms of the word include)
shall mean including, without limiting the generality of any description
preceding that word; and the words shall and will are used interchangeably
and have the same meaning.  (h)All
references to dollars are to United States dollars.  (i)An
initially capitalized term used herein that is not defined herein shall have
the meaning ascribed to such term, if any, in the Bankruptcy Code, unless the
context shall otherwise require.  (j)The
descriptive headings contained in Plan Documents are included for convenience
of reference only and are not intended to be a part of and shall not affect in
any way the meaning or interpretation of Plan Documents.  (k)All
references in a particular Plan Document to sections, articles, and exhibits
are references to sections, articles and exhibits of or to such Plan Document
unless otherwise specified.  (l)In
computing any period of time prescribed or allowed by a Plan Document, the
provisions of Bankruptcy Rule 9006(a) shall apply.  (m)The rules of construction set forth
in Bankruptcy Code § 102 shall apply.  41


(n)Nothing
in the Plan or any other Plan Document shall be deemed to alter, modify, amend,
or otherwise change, in any way, (i) the Sealed Air Settlement Agreement,
except to the extent that each of the Sealed Air Corporation and Cryovac, Inc.
expressly consents to such alteration, modification, amendment, or change in
writing in its absolute discretion or (ii) the Fresenius Settlement
Agreement, except to the extent that Fresenius consents to such alteration,
modification, amendment, or change in writing in its absolute discretion.  1.3THE
PLAN DOCUMENTS  The Plan Documents, once Filed, shall also be
available for review in the office of the clerk of the Bankruptcy Court during
normal hours of operation of the Bankruptcy Court.  Holders of Plan Claims and Equity Interests
may also obtain a copy of the Plan Documents following their Filing with the
clerk of the Court by contacting the Debtors voting agent, BMC Group, Inc.
by a written request sent to:  If by hand
  delivery/courier:
  
  If by U.S. mail:BMC Group, Inc.
  
  BMC Group, Inc.444 N. Nash Street
  
  P.O. Box 913El Segundo, CA 90245-2822
  
  El Segundo, CA 90245-0913Attn: Grace Voting Agent
  
  Attn: Grace Voting Agent  or by telephone at (888) 909-0100 or email to
wrgrace@bmcgroup.com.  Copies of the Plan
Documents also will be available for review on the Debtors website at
www.grace.com and on the website of BMC Group, Inc. at
www.bmcgroup.com/wrgrace.  1.4ANCILLARY
DOCUMENTS  Each of the Plan Documents is an integral part of this Plan and is
hereby incorporated by reference and made a part of this Plan.  ARTICLE 2
PROVISIONS FOR PAYMENT OF ADMINISTRATIVE 
EXPENSES AND PRIORITY TAX CLAIMS  2.1UNCLASSIFIED
CLAIMS  In accordance
with Bankruptcy Code § 1123(a)(1), Administrative Expense Claims and Priority
Tax Claims are not classified and are excluded from the Classes set forth in Article 3
of this Plan.  2.1.1PAYMENT OF
ALLOWED ADMINISTRATIVE EXPENSE CLAIMS  (a)Treatment.Subject
to the provisions of Bankruptcy Code §§ 330(a), 331, and 503, each Holder of an
Allowed Administrative Expense Claim shall be paid the Allowed Amount of its
Administrative Expense Claim either (i) in full, in Cash, by the Reorganized  42


Debtors, on the Effective Date
or as soon as practicable thereafter, or (ii) upon such other less
favorable terms as may be mutually agreed upon between the Holder of an Allowed
Administrative Expense Claim and the Reorganized Debtors or otherwise
established pursuant to an order of the Bankruptcy Court; provided,
however, that (A) Administrative Expense Claims representing
liabilities incurred in the ordinary course of business by the Debtors in
Possession on or after the Petition Date or assumed by the Debtors in
Possession pursuant to this Plan or an order of the Bankruptcy Court shall be
paid by the Reorganized Debtors in accordance with the terms and conditions of
the particular transactions and any agreements relating thereto or any order of
the Bankruptcy Court and (B) Allowed Administrative Expense Claims of
Professionals shall be paid pursuant to an order of the Bankruptcy Court.  (b)Deadline For Filing Applications for Compensation and
Administrative Expenses.  (1)Professionals Fees.All final applications for compensation of Professionals for
services rendered and for reimbursement of expenses incurred on or before theEffective
Date, and any other request for compensation by any Entity for making a
substantial contribution (as described in Bankruptcy Code § 503(b)(3)(D)) in
the Chapter 11 Cases (except only for Claims under 28 U.S.C. § 1930 and for
fees incurred by the clerks office), shall be Filed no later than ninety (90)
days after the Effective Date (Professionals
Fees).  Objections to any
Administrative Expense Claims for Professionals Fees must be filed within
sixty (60) days after the applications have been Filed.  Any Professional or Entity with an
Administrative Expense Claim that does not File an application for payment of
such Administrative Expense Claim by the deadline set forth herein shall be
forever barred from asserting such Administrative Expense Claim and shall
receive no Distribution under this Plan or otherwise on account of such
Administrative Expense Claim. 
Compensation of Professionals for services rendered and for
reimbursement of expenses incurred after the Effective Date shall be paid by
the Reorganized Debtors in accordance with any such Professionals invoice(s) and
to the extent undisputed without any action or order of the Court.  (2)Other Administrative Expense Claims.Unless a request for the payment
of an Administrative Expense Claim previously was filed with the Court, all
requests or applications for payment of Administrative Expense Claims other
than Professionals Fees described in Section 2.1.1(b)(1) (Other Administrative Expense Claims) must
be filed with the Court and served on the Reorganized Debtors, pursuant to the
procedures specified in the Confirmation Order and the notice of entry of the
Confirmation Order, no later than 90 days after the Effective Date (the Administrative Claims Bar Date).  Any Holder of an Administrative Expense Claim
that is required to file and serve a request for payment of such Administrative
Expense Claim and that does not file and serve such a request within the time
established by this Section 2.1.1(b)(2) will be forever barred from
asserting such Administrative Expense Claim against the Debtors, the Reorganized
Debtors or their respective property and such Administrative Expense Claim will
be deemed discharged as of the Effective Date. 
Objections to Other Administrative Expense Claims must be filed with the
Court and served on the requesting party within 270 days after the Effective
Date; provided, however, that
such objection deadline may be extended by the Court upon request of the
Reorganized Debtors.  43


2.1.2PRIORITY TAX
CLAIMS  Each Holder of
an Allowed Priority Tax Claim shall be paid the Allowed Amount of its Priority
Tax Claim, at the option of the Reorganized Debtors, either (i) in full,
in Cash, by the Reorganized Debtors, on the Effective Date or as soon as
practicable thereafter, or (ii) upon such other terms as may be agreed
upon by the Holder of an Allowed Priority Tax Claim and approved by the
Bankruptcy Court, or (iii) in equal quarterly Cash payments commencing on
the Initial Tax Distribution Date and,
thereafter, on each Quarterly Tax Distribution Date in an aggregate amount
equal to such Allowed Priority Tax Claim, together with interest at 4.19% per
annum, over a period not exceeding six (6) years after the date of
assessment of such Allowed Priority Tax Claim, or upon such other terms (including
such other rate of interest) determined by the Bankruptcy Court, which will
provide the Holder of such Allowed Priority Tax Claim deferred Cash payments
having a value, as of the Effective Date, equal to such Allowed Priority Tax
Claim;provided, however,
that each Holder of a Priority Tax Claim which by operation of the Fresenius
Settlement Agreement is an obligation for Fresenius Indemnified Taxes promptly
shall be paid in full in Cash as such Fresenius Indemnified Taxes become due
and payable.  ARTICLE 3
CLASSIFICATION AND TREATMENT
OF CLAIMS AND EQUITY INTERESTS  3.1SUMMARY  Claims and
Equity Interests are classified for all purposes, including voting,
confirmation, and Distribution pursuant to this Plan and pursuant to Bankruptcy
Code §§ 1122 and 1123(a)(1), as follows:  CLASSIFICATION
  
  IMPAIRMENT AND VOTINGClass 1
  
  Priority Claims
  
  Unimpaired  deemed to have voted to accept
  the Plan; no separate vote being solicited.Class 2
  
  Secured Claims
  
  Unimpaired  deemed to have voted to accept
  the Plan; no separate vote being solicited.Class 3
  
  Employee Benefit Claims
  
  Unimpaired  deemed to have voted to accept
  the Plan; no separate vote being solicited.Class 4
  
  Workers Compensation Claims
  
  Unimpaired  deemed to have voted to accept
  the Plan; no separate vote being solicited.Class 5
  
  Intercompany Claims
  
  Unimpaired  deemed to have voted to accept
  the Plan; no separate vote being solicited.Class 6
  
  Asbestos PI Claims
  
  Impaired  vote being solicited.Class 7
  
  Class 7A.
  Asbestos PD Claims (excluding US ZAI PD Claims)
  Class 7B. US ZAI PD
  Claims
  
  Unimpaired  vote being solicited for
  purposes of § 524(g) of the Bankruptcy Code. 
  Impaired  vote being solicited.Class 8
  
  CDN ZAI PD Claims
  
  Impaired  vote being solicited.  44


Class 9
  
  General Unsecured Claims
  
  Unimpaired  deemed to have voted to accept
  the Plan; provisional vote being solicited.Class 10
  
  Equity Interests in the Parent
  
  Impaired  vote being solicited.Class 11
  
  Equity Interests in Debtors Other than the
  Parent
  
  Unimpaired  deemed to have voted to accept
  the Plan; no separate vote being solicited.  3.1.1Class 1.Priority
Claims  (a)Classification  Class 1
consists of all Priority Claims against the Debtors.  (b)Treatment  Each Holder of
an Allowed Priority Claim shall be paid the Allowed Amount of its Allowed
Priority Claim plus interest at 4.19%, from the Petition Date, compounded
annually, or if pursuant to an existing contract, interest at the non-default
contract rate, at the option of the Reorganized Debtors, either (i) in
full, in Cash, on the later of (A) the Effective Date or as soon as
practicable thereafter or (B) the date such Priority Claim becomes an
Allowed Priority Claim, or as soon as practicable thereafter, or (ii) upon
such other less favorable terms as may be agreed upon by the Holder of an
Allowed Priority Claim.  (c)Impairment
and Voting  Class 1
is unimpaired.  The Holders of the
Allowed Priority Claims in Class 1 are deemed to have voted to accept this
Plan and, accordingly, their separate vote will not be solicited.  3.1.2Class 2.Secured
Claims  (a)Classification  Class 2
consists of all Secured Claims against the Debtors.  (b)Treatment  Each Holder of
an Allowed Secured Claim shall be paid the Allowed Amount of its Allowed
Secured Claim plus interest at 4.19%, from the Petition Date, compounded
annually, or if pursuant to an existing contract, interest at the non-default
contract rate, at the option of the Reorganized Debtors, either (i) in full,
in Cash, on the later of (A) the Effective Date or as soon as practicable
thereafter or (B) the date such Secured Claim becomes an Allowed Secured
Claim, or as soon as practicable thereafter; (ii) upon such other less
favorable terms as may be agreed upon by the Holder of an Allowed Secured
Claim; (iii) by the surrender to the Holder or Holders of any Allowed
Secured Claim of the property securing such Secured Claim; or (iv) notwithstanding
any contractual provision or applicable law that entitles the Holder of a
Secured  45


Claim to demand or receive
payment thereof prior to the stated maturity from and after the occurrence of a
default, by reinstatement in accordance with Bankruptcy Code § 1124(2)(A)-(D).  (c)Impairment
and Voting  Class 2
is unimpaired.  The Holders of the
Allowed Secured Claims in Class 2 are deemed to have voted to accept this
Plan and, accordingly, their separate vote will not be solicited.  3.1.3Class 3.Employee
Benefit Claims  (a)Classification  Class 3
consists of all Employee Benefit Claims.  (b)Treatment  Employee
Benefit Claims shall be reinstated and paid pursuant to the written benefit
plan or plans that the Debtors intend to continue pursuant to Section 9.3.1
of this Plan, subject to the terms and conditions of such plans. Thus, this
Plan leaves unaltered the legal, equitable and contractual rights to which each
such Claim entitles the Holder of such Claim.  (c)Impairment
and Voting  Class 3
is unimpaired.  The Holders of the
Employee Benefit Claims in Class 3 are deemed to have voted to accept this
Plan and, accordingly, their separate vote will not be solicited.  3.1.4Class 4.Workers
Compensation Claims  (a)Classification  Class 4
consists of all Workers Compensation Claims against the Debtors.  (b)Treatment  This Plan
leaves unaltered the legal, equitable, and contractual rights to which each
such Workers Compensation Claim entitles the Holder of such Workers
Compensation Claim.  For the avoidance of
doubt, in no event shall any of the Sealed Air Indemnified Parties or the
Fresenius Indemnified Parties have any liability with respect to any Workers
Compensation Claim.  46


(c)Impairment
and Voting  Class 4
is unimpaired.  The Holders of the
Workers Compensation Claims in Class 4 are deemed to have voted to accept
this Plan and, accordingly, their separate vote will not be solicited.  3.1.5Class 5.Intercompany
Claims  (a)Classification  Class 5 consists of all Intercompany
Claims.  (b)Treatment  This Plan
leaves unaltered the legal, equitable, and contractual rights to which each
such Intercompany Claim entitles the Holder of such Intercompany Claim.  (c)Impairment
and Voting  Class 5
is unimpaired.  The Holders of
Intercompany Claims in Class 5 are deemed to have voted to accept this
Plan and, accordingly, their separate vote will not be solicited.  3.1.6Class 6.Asbestos
PI Claims  (a)Classification  Class 6
consists of all Asbestos PI Claims against the Debtors.  (b)Treatment  (i)All
Asbestos PI Claims shall be resolved in accordance with the terms, provisions,
and procedures of the Asbestos PI Trust Agreement and the Asbestos PI TDP
(unless previously allowed pursuant to an Order of the Court or agreement of
the parties).  (ii)All
Asbestos PI Claims shall be paid by the Asbestos PI Trust solely from the
Asbestos PI Trust Assets as and to the extent provided in the Asbestos PI
TDP.  Asbestos PI Claims shall not be
deemed Allowed or Disallowed (unless an order or agreement approved by the
Court allowing the Claim has been previously entered), but rather shall be
resolved by the Asbestos PI Trust pursuant to the terms of the Asbestos PI TDP.  (c)Asbestos
PI Channeling Injunction  The sole recourse of the Holder of an Asbestos PI Claim on account of
such Asbestos PI Claim (whether or not such Asbestos PI Claim has been
previously allowed pursuant to an Order of the Court or agreement of the
parties) shall be to the Asbestos PI Trust pursuant to the provisions of the
Asbestos PI Channeling Injunction, the Asbestos PI Trust Agreement, and the
Asbestos PI TDP.  47


(d)Impairment
and Voting  Class 6
is impaired.  The Debtors are soliciting
the votes of Holders of the Asbestos PI Claims in Class 6 to accept or
reject this Plan in the manner and to the extent provided in the Confirmation
Procedures Order.  3.1.7Class 7.Asbestos
PD Claims  (a)Classification  Class 7
consists of all Asbestos PD Claims against the Debtors.  Class 7A
consists of all Asbestos PD Claims (except US ZAI PD Claims) against the
Debtors.  Class 7B
consists of all US ZAI PD Claims against the Debtors.  (b)Treatment  (i)Treatment of Claims in Class 7A.  Each Holder of an Asbestos PD Claim in Class 7A
that is Allowed as of the Effective Date pursuant to a PD Settlement Agreement,
or other stipulation, order, or agreement, shall be paid the Allowed Amount of
its Allowed Asbestos PD Claim in Cash in full by the Asbestos PD Trust as and
when due, without any deduction, proration, reduction, setoff or discount,
pursuant to the terms of the respective PD Settlement Agreements, or other
stipulation, order, or agreement, and the terms of the Asbestos PD Trust
Agreement (which Asbestos PD Trust shall be deemed by this Plan, the
Confirmation Order, and the Asbestos PD Trust Agreement to have assumed the
obligations of such PD Settlement Agreements). 
Unresolved Asbestos PD Claims shall be paid pursuant to the following
procedures:  (A)In connection with confirmation
of the Plan, the Court shall enter the Class 7A CMO; and  (B)Allowed Unresolved
Asbestos PD Claims shall be paid in full, in Cash, by the Asbestos PD Trust
pursuant to the terms of the Asbestos PD Trust Agreement.  (C)All Allowed Asbestos PD Claims in Class 7A
shall be paid in full by the Asbestos PD Trust solely from the Asbestos PD
Trust Assets that are designated for Class 7A Claims.  (D)The inclusion of Demands
as Asbestos PD Claims in Class 7A and any reference to Demands related to
Asbestos PD Claims in Class 7A in the Plan does not constitute an
admission by the Debtors and the other Plan Proponents that an Entity which did
not have an allowable Asbestos PD Claim in Class 7A against the Debtors as
of the Effective Date could assert a valid claim against the Asbestos PD Trust
contemplated under the Plan, and all rights  48


and defenses to the allowance
of such a claim by the Asbestos PD Trust are expressly reserved pursuant to the
Plan.  (ii)Treatment of Claims in Class 7B.  All Asbestos PD Claims in Class 7B shall
be resolved in accordance with the terms, provisions, and procedures of the
Asbestos PD Trust Agreement and the ZAI TDP (unless previously allowed pursuant
to an Order of the Court or agreement of the parties).  (A)All
Asbestos PD Claims in Class 7B shall be paid by the Asbestos PD Trust
solely from the Asbestos PD Trust Assets that are designated for Class 7B
Claims under the Asbestos PD Trust Agreement and as provided in the ZAI TDP.  Asbestos PD Claims in Class 7B shall not
be deemed Allowed or Disallowed (unless an order or agreement approved by the
Court allowing the Claim has been previously entered), but rather shall be
resolved by the Asbestos PD Trust pursuant to the terms of the ZAI TDP.  (B)The inclusion of
Demands as US ZAI PD Claims in Class 7B and any reference to Demands
related to US ZAI PD Claims in Class 7B in the Plan does not constitute an
admission by the Debtors and the other Plan Proponents that an Entity which did
not have an allowable US ZAI PD Claim in Class 7B against the Debtors as
of the Effective Date could assert a valid claim against the Asbestos PD Trust
contemplated under the Plan, and all rights and defenses to the allowance of
such a claim by the Asbestos PD Trust shall be treated as provided for in the
ZAI TDP.  (c)Impairment
and Voting  (i)Voting for Class 7. The votes of all Claimants in Class 7
will be solicited and tabulated as one class for purposes of § 524(g) of
the Bankruptcy Code in the manner and to the extent provided in the
Confirmation Procedures Order.  (ii)Impairment and Voting for Class 7A.Class 7A is unimpaired; however, the
Debtors have agreed to solicit the votes of Holders of the Asbestos PD Claims
in Class 7A to accept or reject this Plan solely for purposes of
§ 524(g) of the Bankruptcy Code.  (iii)Impairment and Voting for Class 7B. Class 7B is impaired.  The Debtors are soliciting the votes of
Holders of the Asbestos PD Claims in Class 7B to accept or reject this
Plan in the manner and to the extent provided in the Confirmation Procedures
Order both for purposes of § 524(g) and for all other purposes
contemplated by §§  1126(c) and 1129(a) of the Bankruptcy Code.  (d)Asbestos
PD Channeling Injunction  The sole recourse of the Holder of an Asbestos PD Claim in Class 7A
on account of such Asbestos PD Claim (whether or not such Asbestos PD Claim is
Allowed as of the Effective Date) shall be to the Asbestos PD Trust pursuant to
the provisions of the Asbestos PD Channeling Injunction, the Asbestos PD Trust
Agreement, the Class 7A CMO, and any orders entered by the Bankruptcy
Court allowing such Asbestos PD Claims.  49


The sole recourse of the Holder of an Asbestos PD Claim in Class 7B
on account of such Asbestos PD Claim (whether or not such Asbestos PD Claim is
Allowed as of the Effective Date) shall be to the Asbestos PD Trust pursuant to
the provisions of the Asbestos PD Channeling Injunction, the Asbestos PD Trust
Agreement, and the ZAI TDP.  3.1.8Class 8.CDN
ZAI PD Claims  (a)Classification  Class 8
consists of all CDN ZAI PD Claims against the Debtors.  (b)Treatment  (i)All CDN ZAI PD
Claims shall be resolved in accordance with the terms, provisions, and
procedures outlined in the CDN ZAI Minutes of Settlement.  (ii)All CDN ZAI PD Claims
shall be paid solely from the CDN ZAI PD Claims Fund in the manner set out in
the CDN ZAI Minutes of Settlement.  CDN
ZAI PD Claims shall not be deemed Allowed or Disallowed, but rather shall be
resolved as set forth in the CDN ZAI Minutes of Settlement.  Confirmation of this Plan shall constitute
approval by this Court of the settlement reflected in the CDN ZAI Minutes of
Settlement for all purposes including to the extent required by Bankruptcy Rule 9019.  (c)Asbestos PD
Channeling Injunction  The sole
recourse of the Holder of a CDN ZAI PD Claim on account of such CDN ZAI PD
Claim shall be to the CDN ZAI PD Claims Fund pursuant to the provisions of the
CDN ZAI Minutes of Settlement, the Asbestos PD Channeling Injunction, and any
orders by the Canadian Court allowing such CDN ZAI PD Claims.  (d)Impairment
and Voting  Class 8
is impaired.  The CCAA Representative
Counsel shall be entitled to vote to accept or reject this Plan on behalf of
holders of CDN ZAI PD Claims in the manner and to the extent provided in the
CDN ZAI Minutes of Settlement and the Canadian Settlement Approval Order.  3.1.9Class 9.General
Unsecured Claims  (a)Classification  Class 9
consists of all General Unsecured Claims against the Debtors.  (b)Treatment  Each Holder of
an Allowed General Unsecured Claim shall be paid the Allowed Amount of its
Allowed General Unsecured Claim plus post-petition interest on such Claim
either (i) in  50


Cash in full on the later of (A) the
Effective Date or (B) the date such General Unsecured Claim becomes an
Allowed General Unsecured Claim, or (ii) on such other less favorable
terms as have been agreed upon by the Holder of an Allowed General Unsecured
Claim and the Debtors or the Reorganized Debtors.  Subject to Section 3.1.9(d) of this
Plan, post-petition interest on Allowed General Unsecured Claims shall be
calculated as follows: (i) either  (A)for General Unsecured
Claims arising from the Pre-petition Credit Facilities, post-petition interest
shall be calculated at the rate of 6.09% from the Petition Date through December 31,
2005 and thereafter at floating prime, in each case compounded quarterly
through the Effective Date;  (B)for General Unsecured
Claims arising from Environmental Claims that include a liquidated amount for
post-petition or future cleanup liability, post-petition interest shall be
calculated at the rate of 4.19% from the date specified in any order allowing
the Environmental Claim in such liquidated amount, compounded annually through
the Effective Date or the date of payment of the General Unsecured Claim if it
becomes an Allowed General Unsecured Claim after the Effective Date;  (C)for General Unsecured
Claims arising from an existing contract that specifies payment of interest at
a non-default rate of interest, post-petition interest shall be calculated at
the non-default rate of interest provided in such contract from the Petition
Date, compounded annually through the Effective Date or the date of payment of
the General Unsecured Claim if it becomes an Allowed General Unsecured Claim
after the Effective Date; or  (D)for all other General
Unsecured Claims, post-petition interest shall be calculated at the rate of
4.19% from the Petition Date, compounded annually through the Effective Date or
the date of payment of the General Unsecured Claim if it becomes an Allowed
General Unsecured Claim after the Effective Date; or  (ii) on such other less favorable terms
as have been agreed upon by the Holder of an Allowed General Unsecured Claim
and the Debtors or Reorganized Debtors, including an agreement whereby no
post-petition interest is paid on the Claim or post-petition interest begins to
accrue on the Claim on a date other than the Petition Date.  (c)EPA
Multi-Site Agreement Obligations  The Debtors
obligations under the Multi-Site Settlement Agreement approved by the
Bankruptcy Court on June 3, 2008 (Dkt. No. 18847) constitute Claims
in Class 9, except for those obligations specifically identified therein
as Allowed Administrative Expense Claims. 
The Multi-Site Settlement Agreement is incorporated into the Plan, and
the rights of the Settling Federal Agencies (as defined in the Multi-Site
Settlement Agreement) and the Debtors with respect to Debtor-Owned Sites, Additional
Sites, Work Consent Decrees and Work Administrative Orders (as defined in
the Multi-Site Settlement Agreement), shall be governed by the Multi-Site
Settlement Agreement notwithstanding any other provision of the Plan or the
Confirmation Order to the contrary.  51


(d)Procedures for
Resolution of Post-Petition Interest Disputes  (i)If any Holder of a
General Unsecured Claim, other than a Holder of a General Unsecured Claim
arising from the Pre-petition Credit Facilities (which Claims are subject to a
pending objection and litigation concerning the amount of post-petition interest
to which the Holders are entitled) believes that it is entitled to
post-petition interest at a rate or calculation other than the treatment set
forth in Section 3.1.9(b) of the Plan, such Holder may File with the
Bankruptcy Court a Post-Petition Interest
Determination Notice by no later than the deadline established by
the Bankruptcy Court for Claimants to vote to accept or reject the Plan.  Any Post-Petition Interest Determination
Notice that is Filed shall (A) identify the Claim and the requested rate
of post-petition interest applicable to such Claim and (B) attach
documentation supporting the payment of such rate of interest for the
Claim.  Failure to timely File a
Post-Petition Interest Determination Notice with the required information and
supporting documentation will be deemed an agreement to accept the
post-petition interest treatment provided for in Section 3.1.9(b) of
the Plan.  The Debtors shall provide
notice of the deadline to File a Post-Petition Interest Determination Notice in
the manner and to the extent provided in the Confirmation Procedures Order.  (ii)The Debtors or
Reorganized Debtors, as applicable, may dispute any Post-Petition Interest
Determination Notice by Filing an objection thereto by no later than 60 days
after the Effective Date.  In objecting
to a Post-Petition Interest Determination Notice, the Debtors or Reorganized
Debtors, as applicable, may assert that the Holder of the General Unsecured
Claim that Filed the Post-petition Interest Determination Notice is entitled to
no post-petition interest under applicable law or that an amount of
post-petition interest less than the amount provided for in Section 3.1.9(b) of
the Plan should be paid on account of such Claim, and the Bankruptcy Court may
so find in accordance with any such objection asserted by the Debtors or the
Reorganized Debtors.  If the Debtors or
Reorganized Debtors, as applicable, object to a Post-Petition Interest
Determination Notice, then they shall also assert any and all objections that
they may have to the underlying General Unsecured Claim within the same
objection notwithstanding the time to file such other objections set forth in Section 5.1
of the Plan.  (iii)The Debtors shall pay
the principal amount of any Allowed General Unsecured Claim to which a
Post-Petition Interest Determination Notice relates on the Effective Date or on
the date on which such Claim becomes an Allowed General Unsecured Claim in
accordance with the applicable provisions of the Plan, provided, however, that no payment of
post-petition interest will be made with respect to any General Unsecured Claim
for which a Post-Petition Interest Determination Notice has been Filed until
the Post-Petition Interest Determination Notice has been resolved in accordance
with this Section 3.1.9(d).  In
addition, the Debtors shall pay the principal amount of the General Unsecured
Claims arising from the Pre-petition Credit Facilities on the Effective Date,provided, however, that no payment of
post-petition interest will be made with respect to such General Unsecured
Claims until the Debtors objection in relation thereto has been resolved by a
Final Order.  Post-petition interest
shall not accrue with respect to any General Unsecured Claim after the Debtors
have paid the principal amount of such Claim.  52


(iv)At any time, if the
Debtors or Reorganized Debtors, as applicable, determine that the post-petition
interest rate or calculation asserted in a Post-Petition Interest Determination
Notice is appropriate, the Debtors or Reorganized Debtors, as applicable, may
File a certificate of no objection with respect to such notice (without
prejudice to their rights in relation to any other Post-Petition Interest
Determination Notice).  No hearing is
required by the Bankruptcy Court with respect to any Post-Petition Interest
Determination Notice for which a certificate of no objection is Filed or to
which the Debtors or Reorganized Debtors, as applicable, do not timely File an
objection, and the respective amount of post-petition interest shall be paid on
the Post-Effective Distribution Date with respect thereto.  (v)If the Debtors or
Reorganized Debtors, as applicable, object to a Post-Petition Interest
Determination Notice and no stipulation or agreement is reached with respect to
the rate or calculation of post-petition interest for such General Unsecured
Claim, the Debtors or Reorganized Debtors, as applicable, will ask the
Bankruptcy Court to schedule a hearing on the particular Post-Petition Interest
Determination Notice and the related objection at an appropriate time and shall
pay the amount of post-petition interest determined by a Final Order in
relation to such Post-Petition Interest Determination Notice on the
Post-Effective Distribution Date in relation thereto.  All litigation with respect to a disputed
Post-Petition Interest Determination Notice shall be conducted in the
Bankruptcy Court as claims allowance litigation, subject to the same bankruptcy
rules and procedures that would have applied had the litigation been
conducted before the Effective Date.  (vi)The Debtors or
Reorganized Debtors, as applicable, and the Holder of the General Unsecured
Claim that Filed the Post-Petition Interest Determination Notice at any time
may enter into a stipulation or agreement as to the appropriate rate or
calculation of post-petition interest with respect to such General Unsecured
Claim without further action of the Bankruptcy Court and without any prejudice
to the Debtors or the Reorganized Debtors objections to any other
Post-Petition Interest Determination Notice.  (e)Procedures for
Determining Non-Default Contract Rate of Post-Petition Interest  (i)Any Holder of a
General Unsecured Claim, other than a Holder of a General Unsecured Claim
arising from the Pre-petition Credit Facilities, who does not dispute the
manner in which post-petition interest shall be calculated as provided for in Section 3.1.9(b)(i)(C) of
the Plan, but who wishes to substantiate the existence of an existing contract
that specifies payment of interest at a non-default rate of interest as
contemplated by Section 3.1.9(b)(i)(C), shall submit a Notice of Non-Default Contract Rate of Interest
to the Debtors voting and claims reconciliation agent, BMC Group, Inc.,
by no later than the deadline established by the Bankruptcy Court for Claimants
to vote to accept or reject the Plan. 
Any Notice of Non-Default Contract Rate of Interest shall (A) identify
the Claim and the non-default contractual rate of interest applicable to such
Claim, (B) attach a copy of the contract relating to such Claim and (C) be
signed by the Holder of the Claim or its authorized representative under
penalty of perjury.  A Notice of
Non-Default Contract Rate of Interest does not need to be Filed with the
Bankruptcy Court.  Provided that a Holder
of a General Unsecured Claim or its authorized representative has not Filed a
Post-Petition Interest Determination Notice, failure by a Holder of a General
Unsecured Claim or its authorized representative to timely submit a Notice of
Non-Default  53


Contract Rate of Interest will
be deemed an admission that no non-default contract rate of interest exists
with respect to such Holders General Unsecured Claim, and said Holder of the
General Unsecured Claim shall receive interest as set forth in Section 3.1.9(b)(i)(D) above.  The Debtors shall provide notice of the
deadline to submit a Notice of Non-Default Contract Rate of Interest in the
manner and to the extent provided in the Confirmation Procedures Order.  (ii)The Debtors may
dispute any Notice of Non-Default Contract Rate of Interest by serving a
written objection at any time before the Effective Date upon the Holder of a
General Unsecured Claim who has submitted a Notice of Non-Default Contract Rate
of Interest.  After a written objection
to a Notice of Non-Default Contract Rate of Interest has been served, the
Debtors or the Reorganized Debtors, as the case may be, and the Holder of the applicable
General Unsecured Claim shall negotiate to resolve the objection.  If a resolution is not reached, the Holder of
the General Unsecured Claim may request a hearing before the Bankruptcy Court
to resolve the objection to its Notice of Non-Default Contract Rate of
Interest, provided, however,that
such request must be made no later than 60 days after the Effective Date and
that the only issue to be determined by the Bankruptcy Court at such a hearing
shall be the appropriate amount of non-default contract interest with respect
to the General Unsecured Claim, which shall be paid on the Post-Effective
Distribution Date in relation to a Final Order making such determination.  If the Debtors do not dispute a Notice of
Non-Default Contract Rate of Interest by serving a written objection upon the
Holder of a General Unsecured Claim who has submitted a Notice of Non-Default
Contract Rate of Interest, then the interest rate contained in the Notice of
Non-Default Contract Rate of Interest shall govern and be paid.  (iii)To the extent that a
Notice of Non-Default Contract Rate of Interest relates to an Allowed General
Unsecured Claim and does not relate to a Claim that is also subject to a
Post-Petition Interest Determination Notice, the Debtors shall pay, on the
Effective Date or on the date on which such Claim becomes an Allowed General
Unsecured Claim, the principal amount of the Allowed General Unsecured Claim to
which such notice relates plus post-petition interest at the rate of 4.19% from
the Petition Date or, if applicable, the non-default contract rate of interest
according to the Debtors books and records, compounded annually, in accordance
with the applicable provisions of the Plan pending resolution of any dispute
concerning the amount of non-default contract rate of interest asserted in the
Notice of Non-Default Contract Rate of Interest.  Post-petition interest shall not accrue with
respect to any General Unsecured Claim after the Debtors have paid the
principal amount of such Claim.  (f)Impairment and
Voting  Class 9
is unimpaired.  The Holders of General
Unsecured Claims in Class 9 are deemed to have voted to accept this
Plan.  Notwithstanding the foregoing, the
Debtors have agreed to provisionally solicit the votes of Holders of General
Unsecured Claims in Class 9 in the manner and to the extent provided in
the Confirmation Procedures Order.  54


3.1.10Class 10.Equity
Interests in the Parent  (a)Classification  Class 10
consists of Equity Interests in the Parent.  (b)Treatment  On the Effective
Date, Class 10 Equity Interests in the Parent shall be retained, subject
to the issuance of the Warrant, the terms of the Share Issuance Agreement, and
the Stock Trading Restrictions Term Sheet.  (c)Impairment
and Voting  Class 10
is impaired.  The Debtors are soliciting
the votes of Holders of the Equity Interests in the Parent in Class 10 to
accept or reject this Plan in the manner and to the extent provided in the
Confirmation Procedures Order.  3.1.11Class 11.Equity
Interests in the Debtors other than the Parent  (a)Classification  Class 11
consists of Equity Interests in the Debtors other than the Parent.  (b)Treatment  This Plan
leaves unaltered the legal, equitable, and contractual rights to which each
such Equity Interest in the Debtors other than the Parent entitles the Holder
of such Equity Interest.  (c)Impairment
and Voting  Class 11
is unimpaired.  The Holders of the Equity
Interests in the Debtors other than the Parent in Class 11 are deemed to
have voted to accept this Plan and, accordingly, their separate vote will not
be solicited.  ARTICLE 4
MODIFICATION OR WITHDRAWAL OF THIS PLAN  4.1MODIFICATION
OF THE PLAN; AMENDMENT OF PLAN DOCUMENTS  4.1.1Modification
of the Plan  The Plan
Proponents, acting together, may alter, amend, or modify this Plan, or any
other Plan Document, under Bankruptcy Code § 1127(a) at any time prior to
the Confirmation Date so long as this Plan, as modified, meets the requirements
of Bankruptcy Code §§ 1122 and 1123. 
After the Confirmation Date, the Plan Proponents, acting together, may
alter, amend, or modify this Plan but only before its substantial consummation
in accordance with Bankruptcy Code § 1127(b). 
Notwithstanding the foregoing, in no event may the Plan Proponents
alter, amend, or modify this Plan or any other Plan Document in a manner that (a) conflicts
with the Sealed Air Settlement Agreement except to the extent that such
alteration, amendment, or modification is expressly consented to, in writing,
by each of Sealed Air Corporation and Cryovac, Inc. in its absolute
discretion or (b) conflicts with the Fresenius Settlement Agreement except
to the extent that such alteration, amendment, or modification is  55


expressly consented to, in
writing, by Fresenius in its absolute discretion.  In no event shall either Sealed Air
Corporation or Cryovac, Inc. have any obligation with respect to the
Cryovac Payment (including the Asbestos PD Initial Payment) unless the terms of
the Plan and/or any alteration, amendment, or modification thereto comply fully
with the Sealed Air Settlement Agreement except to the extent that any and
every non-compliance with the Sealed Air Settlement Agreement has been
expressly consented to, in writing, by each of Sealed Air Corporation and
Cryovac, Inc. in its absolute discretion. 
In no event shall Fresenius have any obligation with respect to the
Fresenius Payment (including the Asbestos PD Initial Payment) unless the terms
of the Plan and/or any alteration, amendment, or modification thereto comply
fully with the Fresenius Settlement Agreement except to the extent that any and
every non-compliance with the Fresenius Settlement Agreement has been expressly
consented to, in writing, by Fresenius in its absolute discretion.  4.1.2Post-Effective
Date Amendment of Other Plan Documents  From and after
the Effective Date, the authority to amend, modify, or supplement the Plan
Documents, other than the Plan, will be as provided in such Plan Documents.
Notwithstanding the foregoing, in no event may the Plan Proponents or any other
party amend, modify, or supplement any Plan Document in a manner that (a) conflicts
with the Sealed Air Settlement Agreement except to the extent that such
amendment, modification or supplement is expressly consented to, in writing, by
each of Sealed Air Corporation and Cryovac, Inc. in its absolute
discretion or (b) conflicts with the Fresenius Settlement Agreement except
to the extent that such amendment, modification, or supplement is expressly
consented to, in writing, by Fresenius in its absolute discretion.  4.2WITHDRAWAL
OF THIS PLAN  4.2.1Right to
Withdraw this Plan  This Plan may
be withdrawn by the Plan Proponents, acting together, prior to the Confirmation
Date.  4.2.2Effect of
Withdrawal  If this Plan
is withdrawn prior to the Confirmation Date, this Plan shall be deemed null and
void.  In such event, nothing contained
herein or in any of the Plan Documents shall be deemed to constitute a waiver
or release of any claims or defenses of, or an admission or statement against
interest by, any of the Plan Proponents or any other Entity or to prejudice in
any manner the rights of any of the Plan Proponents or any Entity in any
further proceedings involving the Debtors.  56


ARTICLE 5
PROVISIONS FOR TREATMENT OF DISPUTED CLAIMS
AND ASBESTOS CLAIMS GENERALLY  5.1OBJECTION
TO CLAIMS (OTHER THAN ASBESTOS PI CLAIMS, ASBESTOS PD CLAIMS, AND CDN ZAI PD
CLAIMS); PROSECUTION OF DISPUTED CLAIMS  Subject to the
treatment provisions of this Plan, theDebtors or
Reorganized Debtors, as applicable, and the United States Trustee, may object
to the allowance of any Plan Claims (other than Asbestos PI Claims, Asbestos PD
Claims (except as provided for pursuant to the Asbestos PD Trust Agreement and
this Plan), and CDN ZAI PD Claims)) Filed with the Bankruptcy Court or to be
otherwise resolved pursuant to any provisions of this Plan with respect to
which they dispute liability, in whole or in part.  Subject to the treatment provisions of this
Plan, theDebtors pending objections to any
Plan Claims not channeled to and assumed by the Asbestos PI Trust or the
Asbestos PD Trust shall be transferred to the Reorganized Debtors on the
Effective Date for final resolution.  Not later than
ten (10) days before the Effective Date, the Debtors shall File with the
Bankruptcy Court an exhibit listing all Plan Claims (other than Asbestos PI
Claims, Asbestos PD Claims, and CDN ZAI PD Claims) that the Debtors have
already analyzed and to which the Debtors have no objection (the Undisputed Claims Exhibit).  Plan Claims listed on the Undisputed Claims Exhibit shall
be Allowed Claims as set forth in Section 1.1.4 of the Plan.  The Debtors or the Reorganized Debtors, as
applicable, may File additional Undisputed Claims Exhibits with the Court at
any time after the Filing of the initial Undisputed Claims Exhibit with
respect to any remaining Plan Claims (other than Asbestos PI Claims, Asbestos
PD Claims, and CDN ZAI PD Claims) if they have determined not to object to any
of such Claims.  After the
Effective Date, all objections that are Filed and prosecuted by the Reorganized
Debtors as provided herein may be: (i) compromised and settled in
accordance with the business judgment of the Reorganized Debtors without
approval of the Bankruptcy Court, or (ii) litigated to Final Order by the
Reorganized Debtors.  Unless otherwise
provided herein or ordered by the Bankruptcy Court, all objections by the
Reorganized Debtors to Plan Claims (other than Asbestos PI Claims, Asbestos PD
Claims, and CDN ZAI PD Claims, all of which have no objection deadline) shall
be served and Filed no later than 180 days after the Effective Date, subject to
any extensions granted pursuant to a further order of the Bankruptcy Court.  Such further order may be obtained by the
Reorganized Debtors upon notice to all Holders of Plan Claims (other than
Asbestos PI Claims, Asbestos PD Claims, and CDN ZAI PD Claims) that are still
pending allowance and are not subject to a pending objection.  5.2RESOLUTION
OF ASBESTOS PI CLAIMS  Asbestos PI
Claimsshall be resolved in accordance with
the Asbestos PI Trust Agreement and the Asbestos PI TDP.  5.3RESOLUTION
OF ASBESTOS PD CLAIMS  Asbestos
PD Claims shall be resolved in accordance with the Asbestos PD Trust Agreement
and (a) in the case of Asbestos PD Claims in Class 7A, the Class 7A
Case Management Order setting forth procedures for determining the allowance or
disallowance of the  57


Unresolved Asbestos PD Claims; and (b) in
the case of Asbestos PD Claims in Class 7B, the ZAI TDP setting forth
procedures for resolving the US ZAI PD Claims in Class 7B.  5.4RESOLUTION
OF CDN ZAI PD CLAIMS  CDN ZAI
PD Claims shall be resolved in accordance with the terms, provisions, and
procedures outlined in the CDN ZAI Minutes of Settlement.  ARTICLE 6
ACCEPTANCE OR REJECTION OF THIS PLAN  6.1IMPAIRED
CLASSES TO VOTE  Each Holder of
a Plan Claim or Equity Interest in an impaired Class is entitled to vote
to accept or reject this Plan to the extent and in the manner provided herein
or in the Confirmation Procedures Order. 
In addition, the Debtors have agreed to solicit the votes of Holders of
the Asbestos PD Claims in Class 7A to accept or reject this Plan for
purposes of section 524(g) of the Bankruptcy Code as described in Section 3.1.7(c).  Further, the Debtors have agreed to
solicit and tabulate the votes of the Holders of General Unsecured Claims in Class 9.  Whether those votes will be given effect, is
subject to it being determined that Class 9 is an impaired Class.  6.2ACCEPTANCE
BY IMPAIRED CLASSES OF CLAIMS  Acceptance of
this Plan by any impaired Class of Plan Claims shall be determined in
accordance with the Confirmation Procedures Order and the Bankruptcy Code.  6.3PRESUMED
ACCEPTANCE OF THIS PLAN  Classes 1, 2,
3, 4, 5, 7A, 9, and 11 of Plan Claims and Equity Interests in Debtors other
than the Parent are unimpaired.  Under
Bankruptcy Code § 1126(f), the Holders of Plan Claims and Equity Interests in
such Classes (except for Class 7A with respect to section 524(g) of
the Bankruptcy Code) are conclusively presumed to have voted to accept this
Plan.  6.4ACCEPTANCE
PURSUANT TO SECTION 524(g) OF THE BANKRUPTCY CODE.  This
Plan shall have been voted upon favorably as required by section
524(g)(2)(B)(ii)(IV)(bb) of the Bankruptcy Code to the extent that at least 75%
of those voting in Classes 6, 7, and 8 vote to accept this Plan.  6.5NONCONSENSUAL
CONFIRMATION  6.5.1Cram Down  With respect
to impaired Equity Interests in the Parent, and subject to Section 6.4 of
this Plan, with respect to any impaired Class of Plan Claims that fail to
accept this Plan in accordance with Bankruptcy Code §§ 1126 and 1129(a), the
Plan Proponents request, to the extent consistent  58


with applicable law, that the
Court confirm this Plan in accordance with Bankruptcy Code § 1129(b) with
respect to such non-accepting Class of Equity Interests and such
non-accepting Class of  Plan Claims
(if any), and this Plan constitutes a motion for such relief.  6.5.2General
Reservation of Rights  Should this
Plan fail to be accepted by the requisite number and amount of the Holders of
Plan Claims and Equity Interests required to satisfy Bankruptcy Code §§ 524(g) and
1129, then, notwithstanding any other provision of this Plan to the contrary,
the Plan Proponents reserve the right to amend this Plan.  Notwithstanding the foregoing, in no event
may the Plan Proponents amend, modify, or supplement this Plan in a manner that
(a) conflicts with the Sealed Air Settlement Agreement except to the
extent that such amendment, modification, or supplement is expressly consented
to, in writing, by each of Sealed Air Corporation and Cryovac, Inc. in its
absolute discretion or (b) conflicts with the Fresenius Settlement
Agreement except to the extent that such amendment, modification, or supplement
is expressly consented to, in writing, by Fresenius in its absolute
discretion.  In no event shall either
Sealed Air Corporation or Cryovac, Inc. have any obligation with respect
to the Cryovac Payment (including the Asbestos PD Initial Payment) unless the
terms of the Plan and/or any amendment, modification, or supplement thereto
comply fully with the Sealed Air Settlement Agreement except to the extent that
any and every non-compliance with the Sealed Air Settlement Agreement has been
expressly consented to, in writing, by each of Sealed Air Corporation  and Cryovac, Inc. in its absolute
discretion.  In no event shall Fresenius
have any obligation with respect to the Fresenius Payment (including the
Asbestos PD Initial Payment) unless the terms of the Plan and/or any amendment,
modification, or supplement thereto comply fully with the Fresenius Settlement
Agreement except to the extent that any and every non-compliance with the
Fresenius Settlement Agreement has been expressly consented to, in writing, by
Fresenius in its absolute discretion.  ARTICLE 7
IMPLEMENTATION OF THIS PLAN  7.1CORPORATE
GOVERNANCE  7.1.1Amendment of
Certificates of Incorporation of the Debtors  The
Certificates of Incorporation of each of the Debtors that is a corporation
shall be amended as of the Effective Date. 
The amended Certificates of Incorporation of the Debtors shall, among
other things: (i) prohibit the issuance of nonvoting equity securities (A) as
required by Bankruptcy Code § 1123(a)(6) and (B) subject to
further amendment as permitted by applicable law, (ii) as to any classes
of securities possessing voting power, provide for an appropriate distribution
of such power among such classes, including, in the case of any class of equity
securities having a preference over another class of equity securities with
respect to dividends, adequate provisions for the election of directors representing
such preferred class in the event of default in payment of such dividends, and (iii) effectuate
any other provisions of this Plan.  The
amended Certificates of Incorporation shall be filed with the Secretary of
State or equivalent official in their respective jurisdictions of incorporation
on or prior to the Effective Date and be in full force and effect without any
further amendment as of the Effective Date.  59


7.1.2Amendment of
By-Laws of the Parent  The By-Laws of the Parent shall be amended as
of the Effective Date to read in their entirety substantially in the form set
forth in the Plan Supplement to, among other things, effectuate the provisions
of this Plan.  7.1.3Precedence of
Share Issuance Obligations  The
covenants and agreements of Parent (for purposes of this Section 7.1.3, as
defined in the Share Issuance Agreement) under Section 5(d) of the
Share Issuance Agreement shall take precedence and prevail over any
inconsistent or contrary provision contained in the certificate of
incorporation or by-laws of Parent or any of its subsidiaries or in any
contract, agreement or other instrument to which Parent or any of its
subsidiaries is a party or otherwise bound (other than provisions, if any, that
are inconsistent with, or contrary to, provisions of the Sealed Air Settlement
Agreement or the Fresenius Settlement Agreement), and, to the fullest extent
permitted by applicable law, any such inconsistent or contrary provision shall
be nugatory and of no force and effect and shall not dilute, restrict or impair
the value or ownership rights of the shares issued to the Asbestos PI Trust or
the Asbestos PD Trust thereunder.  The
issuance of stock to the Trusts Representative, on behalf of the Asbestos PI
Trust and the Asbestos PD Trust pursuant to the Share Issuance Agreement, shall
not be subject to or trigger anypoison pill, shareholder or
stockholder rights plan, or other anti-takeover or takeover defense plan,
contract, agreement, instrument, or provision adopted or implemented by the
Parent.  7.1.4Warrants  The Board of Directors of Reorganized Parent
shall take all actions necessary so that the Asbestos PI Trust shall not be an Acquiring
Person within the meaning of theAmended and
Restated Rights Agreement, dated as of March 25, 2008, by and between the
Reorganized Parent and Mellon Investor Services, LLC, as rights agent (as
amended from time to time, the Rights
Agreement).  The Reorganized
Parent shall not lower the Beneficial Ownership (as defined in the Rights
Agreement) percentage in the Rights Agreements definition of Acquiring Person
until such time as the Asbestos PI Trust no longer owns the Warrant (either
because of its transfer or expiration) or any shares of Parent Common
Stock issued to the Asbestos PI Trust upon exercise of the Warrant.  No poison pill, shareholder or stockholder
rights plan, or other anti-takeover or takeover defense plan, contract,
agreement, instrument, or provision adopted or implemented by the Reorganized
Parent shall apply to or be triggered by the issuance of the Warrant to, or the
purchase of, Parent Common Stock upon exercise of the Warrant by the Asbestos
PI Trust.  If, prior to issuance of the Warrant to the
Asbestos PI Trust, the Reorganized Parent shall issue or sell any shares of
Parent Common Stock, other than Excluded Stock (defined below), or any rights
to purchase or acquire, or securities convertible into or exchangeable for,
shares of Parent Common Stock (including without limitation any(x) options (other than Excluded
Options, as defined below), warrants or other rights (whether or not at the
time exercisable) to purchase or acquire Parent Common Stock, other than
Excluded Stock, (y) securities by their terms convertible into or
exchangeable (whether at the time so convertible or exchangeable) for  60


Parent Common Stock, other than Excluded Stock or (z) options
(other than Excluded Options), warrants or rights to purchase such convertible
or exchangeable securities),for no consideration or for a consideration
per share that is less than the securities exchange average closing price per
share of Parent Common Stock for the twenty consecutive trading days preceding
(and not including) the last trading day immediately prior to the day of such
issuance or sale (the Market Price),then and in each such case (a Trigger Issuance) the per share exercise
price of the Warrant (initially, $17.00) shall be reduced, immediately upon
such Trigger Issuance,to the price
determined by multiplying such exercise price by a fraction, (1) the
numerator of which shall be (x) the number of shares of Parent Common
Stock outstanding immediately prior to such issuance or sale plus (y) the
number of shares of Parent Common Stock which the aggregate consideration
received (or to be received) by the Reorganized Parent for the total number of
such additional shares of Parent Common Stock so issued or sold (or issuable
upon exercise, conversion or exchange) would purchase at the Market Price and (2) the
denominator of which shall be the number of shares of Parent Common Stock
outstanding (or issuable upon exercise, conversion or exchange) immediately
after such Trigger Issuance.  In
the event of such an adjustment of such exercise price, the number of shares of
Parent Common Stock issuable upon the exercise of the Warrant (initially,
10,000,000 shares of Parent Common Stock) shall be increased to a number obtained by dividing (1) the product of (x) the number of
shares of Parent Common Stock issuable upon the exercise of the Warrant before
such adjustment, and (y) the exercise price thereof in effect immediately
prior to the Trigger Issuance by (2) the new exercise price determined in
accordance with the immediately preceding sentence.  Such adjustments
shall be made whenever such shares of Common Stock or such rights, options
(other than Excluded Options) or warrants or convertible securities are issued
or sold .  Excluded Stock means shares of Parent Common Stock issued and
sold in a registered firm commitment underwritten public offering pursuant to a
registration statement declared effective in accordance with the Securities
Act, or any successor statute thereto. 
Excluded Stock shall not include a private placement of shares,
including without limitation one which is followed by a public offering
thereof.  Excluded Options means options to purchase shares of Parent
Common Stock issued to directors, officers, employees and consultants of any
Reorganized Debtor (i) pursuant to an option plan or arrangement approved
by either the stockholders of Parent or Reorganized Parent or the Bankruptcy
Court and (ii) with an exercise price equal to the average of the high and
the low trading prices of Parent Common Stock on the New York Stock Exchange
(or if Parent Common Stock is not traded on the New York Stock Exchange, on the
principal stock exchange on which it trades) on the date of grant of the
option.  At the time of issuance, the exercise price of, and number of shares
issuable pursuant to, the Warrant shall reflect any adjustment made pursuant to
the preceding paragraph.  7.2THE
ASBESTOS PI TRUST  7.2.1Creation of
the Asbestos PI Trust  Upon the entry of the Confirmation Order,
effective as of the Effective Date, the Asbestos PI Trust shall be created
pursuant to section 524(g) of the Bankruptcy Code and in accordance with
the Plan Documents.  The Asbestos PI
Trust shall be a qualified settlement fund for federal income tax purposes
within the meaning of the treasury regulations issued pursuant to section 468B
of the IRC.  61


The purpose of the Asbestos PI Trust shall be
to, among other things: (i) assume the liabilities of the Debtorswith respect to all Asbestos PI Claims; (ii) process,
liquidate, pay and satisfy all Asbestos PI Claims in accordance, as applicable,
with this Plan, the Asbestos PI Trust Agreement and the Asbestos PI TDP and in
such a way that provides reasonable assurance that the Asbestos PI Trust will
value, and be in a financial position to pay, present and future Asbestos PI
Claims (including Demands that involve similar claims) in substantially the
same manner and to otherwise comply with Bankruptcy Code § 524(g)(2)(B)(i); (iii) preserve,
hold, manage, and maximize the assets of the Asbestos PI Trust for use in
paying and satisfying Asbestos PI Claims entitled to payment; (iv) qualify
at all times as a qualified settlement fund for federal income tax purposes
within the meaning of the treasury regulations issued pursuant to section 468B
of the IRC; and (v) otherwise carry out the provisions of the Asbestos PI
Trust Agreement and any other agreements into which the Asbestos PI Trustees
have entered or will enter in connection with this Plan.  7.2.2Funding of
the Asbestos PI Trust  (a)On the Effective
Date, Grace-Conn or Parent shall transfer to the Asbestos PI Trust (i) the
sum of $250 million in Cash that is part of the Asbestos PI Trust Assets, plus
interest thereon from January 1, 2009 until (and including) the Effective
Date at the same rate applicable to the Debtors senior debt and (ii) an
amount in Cash equal to the Asbestos PD Initial Payment.  In addition to the foregoing, on the
Effective Date, Grace-Conn or Parent shall transfer, or cause the transfer of,
on behalf of the Reorganized Debtors and the Non-Debtor Affiliates, all other
Asbestos PI Trust Assets that are not otherwise identified, transferred, or
assigned in this Section 7.2.2 and Section 7.2.4 hereof to the
Asbestos PI Trust.  (b)On the Effective Date,
Cryovac, Inc. shall transfer the Cryovac Payment (reduced by the total
aggregate amount of Cryovac, Inc.s transfers to the Asbestos PD Trust as
part of the Class 7A Initial Payment and the Class 7B Initial
Payment) directly to the Asbestos PI Trust. 
Simultaneously with, and in exchange for such direct transfer and
payment to the Asbestos PI Trust and Cryovac Inc.s transfers to the Asbestos
PD Trust described in Sections 7.3.2(a) and 7.3.2(b) of the Plan, the
Plaintiffs shall deliver to Sealed Air: (i) the Release (as defined in
the Sealed Air Settlement Agreement) duly executed by each of the Plaintiffs
and the SA Debtors; (ii) a copy of the Plan, (iii) a copy of the
Confirmation Order, (iv) a duly executed Stipulation of Dismissal With
Prejudice of the Sealed Air Action in the form annexed as Exhibit 4 to the
Sealed Air Settlement Agreement, denying any other recovery against the Sealed
Air Indemnified Parties, and (v) the Registration Rights Agreement, in the
form annexed as Exhibit 1 to the Sealed Air Settlement Agreement, with
appropriate insertions therein, duly executed by the Initial Holders (as
defined in the Sealed Air Settlement Agreement).  (c)On the Effective
Date, Fresenius shall transfer the Fresenius Payment (reduced by the total
aggregate amount of Fresenius transfers to the Asbestos PD Trust as part of
the Class 7A Initial Payment and the Class 7B Initial Payment) to the
Asbestos PI Trust.  (d)(i)On the Effective
Date, the Insurance Contributors shall execute and deliver the Asbestos
Insurance Transfer Agreement to the Asbestos PI Trust.  62


(ii)All Asbestos
Insurance Rights, and all claims and causes of action asserted or to be
asserted in furtherance of or connection therewith, shall be preserved for the
benefit of the Asbestos PI Trust, for prosecution either by the applicable
Insurance Contributor or the Asbestos PI Trust in accordance with the Asbestos
Insurance Transfer Agreement.  Upon
execution and delivery of the Asbestos Insurance Transfer Agreement, all
Asbestos Insurance Rights shall be irrevocably transferred to and vested in the
Asbestos PI Trust, without any further action by the Debtors, the other
Insurance Contributors, the Asbestos PI Trust, or the Bankruptcy Court.  Asbestos Insurance Rights shall be so vested
free and clear of all Encumbrances, liens, security interests, and other Claims
or causes of action, except that all Asbestos Insurer Coverage Defenses are
preserved.  (iii)Upon its execution and
delivery, the Asbestos Insurance Transfer Agreement shall be valid, binding,
and enforceable.  However, if a court of
competent jurisdiction determines the Asbestos Insurance Transfer Agreement to
be invalid, non-binding, or unenforceable, in whole or in part, then each
Insurance Contributor shall (1) upon request by the Asbestos PI Trust and
at the reasonable expense of the Asbestos PI Trust, take all reasonable actions
to pursue any of the Asbestos Insurance Rights for the benefit of, and to the
extent requested by, the Asbestos PI Trust and (2) immediately transfer
any amounts recovered under or on account of any of the Asbestos Insurance
Rights to the Asbestos PI Trust; provided,
however,that while any such amounts are held by or under the
control of any Insurance Contributor, such amounts shall be held in trust for
the benefit of the Asbestos PI Trust.  (iv)On the Effective Date,
the Asbestos PI Trust shall be the successor to all rights of the Debtors and
Non-Debtor Affiliates under each Asbestos Insurance Reimbursement
Agreement.  The Asbestos PI Trusts
payment of an Asbestos PI Claim under the PI TDP shall be deemed to constitute
settlement and payment of such claim by or on behalf of the Debtors or
Non-Debtor Affiliates within the meaning of, and in full compliance with, each
Asbestos Insurance Reimbursement Agreement.  7.2.3Transfer of
Claims and Demands to the Asbestos PI Trust  On the Effective Date, without any further
action of any Entity, all liabilities, obligations, and responsibilities of any
Asbestos Protected Party with respect to all Asbestos PI Claims shall be
channeled to and assumed by the Asbestos PI Trust.  This Section 7.2.3 is intended to
further effect the Asbestos PI Channeling Injunction described in Section 8.2
of this Plan, and the discharge described in Section 8.1 of this
Plan.  This Section 7.2.3 is not
intended to, and it shall not, serve as a waiver of any defense to any claim
the Debtors, the Asbestos PI Trust, or any other Asbestos Protected Party would
otherwise have.  7.2.4Assignment
and Enforcement of Asbestos PI Trust Causes of Action  On the
Effective Date, by virtue of the confirmation of this Plan, without further
notice, action, or deed, the Asbestos PI Trust Causes of Action shall be
automatically transferred and assigned to, and indefeasibly vested in, the
Asbestos PI Trust, and the Asbestos PI Trust shall thereby become the estate
representative pursuant to section 1123(b)(3)(B) of the Bankruptcy Code
with respect to the Asbestos PI Trust Causes of Action, with the exclusive
right to enforce  63


the Asbestos PI Trust Causes
of Action against any Entity, and the proceeds of the recoveries of such
Asbestos PI Trust Causes of Action shall be deposited in and shall become the
property of the Asbestos PI Trust;provided, however,that nothing herein shall alter, amend, or modify the injunctions
and/or releases provided under this Plan including the Asbestos PI Channeling
Injunction, the Asbestos PD Channeling Injunction, the Successor Claims
Injunction, and the Asbestos Insurance Entity Injunction.  7.2.5Appointment
and Termination of Asbestos PI Trustees  The three initial Asbestos PI Trustees of the
Asbestos PI Trust shall be the persons identified in the Asbestos PI Trust
Agreement.  All successor Asbestos PI
Trustees shall be appointed in accordance with the terms of the Asbestos PI
Trust Agreement.  Upon termination of the
Asbestos PI Trust, the Asbestos PI Trustees employment shall be deemed
terminated and the Asbestos PI Trustees shall be released and discharged of and
from all further authority, duties, responsibilities and obligations relating
to or arising from or in connection with the Chapter 11 Cases.  7.2.6Creation and
Termination of the Asbestos PI TAC  The Asbestos PI Trust Advisory
Committee shall be established pursuant to the Asbestos PI Trust
Agreement.  The Asbestos PI TAC shall
have four members and shall have the functions, duties and rights provided in
the Asbestos PI Trust Agreement.  On or
before the Confirmation Date, the initial members of the Asbestos PI TAC shall
be selected by the Asbestos PI Committee.Upon termination of the Asbestos
PI Trust, the Asbestos PI TAC shall be deemed dissolved and the Asbestos PI TAC
shall be released and discharged of and from all further authority, duties,
responsibilities  and obligations
relating to or arising from or in connection with the Chapter 11 Cases.  7.2.7Cooperation
Agreement  On the Effective Date, the Reorganized
Debtors and the Asbestos PI Trust shall enter into a cooperation agreement
substantially in the form included as Exhibit 10 in the Exhibit Book.  7.2.8Institution
and Maintenance of Legal and other Proceedings  As of the Effective Date, without any further action of the Court or
any Entity, the Asbestos PI Trust shall be empowered to initiate, prosecute, defend, and resolve all legal actions and other proceedings related to any asset, liability,
or responsibility of the
Asbestos PI Trust, including the Asbestos PI Trust Causes of Action.  7.3THE
ASBESTOS PD TRUST  7.3.1Creation of
the Asbestos PD Trust  Upon the entry of the Confirmation Order, effective as of the Effective
Date, the Asbestos PD Trust shall be created pursuant to section 524(g) of
the Bankruptcy Code and in accordance with the Plan Documents.  The Asbestos PD Trust shall be a qualified
settlement  64


fund for federal income tax purposes within the meaning of the treasury
regulations issued pursuant to section 468B of the IRC.  The purpose of the Asbestos PD Trust shall be to, among other things, (i) assume
the liabilities of the Debtors with respect to all Asbestos PD Claims, (ii) pay
and satisfy all Allowed Asbestos PD Claims in Class 7A in accordance, as
applicable, with this Plan, the Asbestos PD Trust Agreement, the PD Settlement
Agreements, the Class 7A CMO, and Final Orders determining the Allowed
Amount of such Asbestos PD Claims pursuant to the Class 7A CMO in such a
way that provides reasonable assurance that the Asbestos PD Trust will value,
and be in a financial position to pay, present and future Asbestos PD Claims in
Class 7A (including Demands, if any, that involve similar claims) in
substantially the same manner and to otherwise comply with Bankruptcy Code §
524(g)(2)(B)(i); (iii) pay and satisfy all US ZAI PD Claims in Class 7B
in accordance, as applicable, with this Plan, the Asbestos PD Trust Agreement
and the ZAI TDP in such a way that provides reasonable assurance that the
Asbestos PD Trust will value, and be in a financial position to pay, present
and future US ZAI PD Claims in Class 7B (including Demands, if any, that
involve similar claims) in substantially the same manner and to otherwise
comply with Bankruptcy Code § 524(g)(2)(B)(i); (iv) preserve, hold,
manage, and maximize the assets of the Asbestos PD Trust for use in paying and
satisfying Asbestos PD Claims entitled to payment; (v) qualify at all
times as a qualified settlement fund for federal income tax purposes within
the meaning of the treasury regulations issued pursuant to section 468B of the
IRC; and (vi) otherwise carry out the provisions of the Asbestos PD Trust
Agreement, the ZAI TDP, and any other agreements into which the Asbestos PD
Trustees have entered or will enter in connection with this Plan.  7.3.2Funding of
the Asbestos PD Trust  (a)On
the Effective Date, Cryovac, Inc. shall transfer directly to the Asbestos
PD Trust its share of the amount of the Class 7A Initial Payment and
Fresenius shall transfer directly to the Asbestos PD Trust its share of the
amount of the Class 7A Initial Payment. 
The Class 7A Initial Payment shall remain segregated from (i) the
Class 7B Initial Payment pursuant to the terms of the Asbestos PD Trust
Agreement and (ii) any payments made to the Asbestos PD Trust on account
of CDN ZAI PD Claims.  (b)On
the Effective Date, the Asbestos PD Trust shall assume, or shall be deemed to
have assumed, the PD Settlement Agreements and shall immediately reserve and
segregate from the Class 7A Initial Payment all amounts required to be
paid upon the occurrence of the Effective Date pursuant to PD Settlement
Agreements that require such payment, and shall provide for the payment of such
amounts in the manner and at the time set forth in such PD Settlement
Agreements.  (c)On
the Effective Date, Cryovac, Inc. shall transfer directly to the Asbestos
PD Trust its share of the amount of the Class 7B Initial Payment and
Fresenius shall transfer directly to the Asbestos PD Trust its share of the
amount of the Class 7B Initial Payment. The Class 7B Initial Payment
shall remain segregated from (i) the Class 7A Initial Payment
pursuant to the terms of the Asbestos PD Trust Agreement and (ii) any
payments made to the Asbestos PD Trust on account of CDN ZAI PD Claims.  65


(d)On
the Effective Date, Grace-Conn or Parent shall, on behalf of the Reorganized
Debtors and the Non-Debtor Affiliates, transfer to the Asbestos PD Trust all
funds as set forth in the CDN ZAI Minutes of Settlement.  The Asbestos PD Trust shall immediately
transfer the amounts set forth in the CDN ZAI Minutes of Settlement to the CDN
ZAI PD Claims Fund to be used in the manner set forth in the CDN ZAI Minutes of
Settlement.  In no event shall the
Asbestos PD Initial Payment (or any portion thereof) be transferred to the CDN
ZAI PD Claims Fund.  (e)After
the Effective Date, Grace-Conn or Parent shall, on behalf of the Reorganized
Debtors and the Non-Debtor Affiliates, transfer to the Asbestos PD Trust all
funds as set forth in the Class 7A Asbestos PD Deferred Payment Agreement
and the Class 7B Asbestos PD Deferred Payment Agreement.  Funds transferred pursuant to the Class 7A
Asbestos PD Deferred Payment Agreement shall remain segregated from funds
transferred pursuant to the Class 7B Asbestos PD Deferred Payment
Agreement pursuant to the terms of the Asbestos PD Trust Agreement.  7.3.3Transfer of
Claims and Demands to the Asbestos PD Trust  On the Effective Date, without any further action of any Entity, all
liabilities, obligations, and responsibilities of any Asbestos Protected Party
with respect to all Asbestos PD Claims shall be channeled to and assumed by the
Asbestos PD Trust. 
This Section 7.3.3 is intended to further effect the Asbestos PD
Channeling Injunction described in Section 8.3 of the Plan, and the
discharge described in Section 8.1 of this Plan.  This Section 7.3.3 is not intended to,
and it shall not, serve as a waiver of any defense to any claim the Debtors,
the Asbestos PD Trust or any other Asbestos Protected Party would otherwise
have.  7.3.4Assignment
and Enforcement of Asbestos PD Trust Causes of Action  On the Effective Date, by virtue of the confirmation of this Plan,
without further notice, action, or deed, the Asbestos PD Trust Causes of Action
shall be automatically transferred and assigned to, and indefeasibly vested in,
the Asbestos PD Trust, and the Asbestos PD Trust shall thereby become the
estate representative pursuant to § 1123(b)(3)(B) of the Bankruptcy
Code with respect to the Asbestos PD Trust Causes of Action, with the exclusive
right to enforce the Asbestos PD Trust Causes of Action, against any Entity,
except those related to Claims and Demands in Class 7A, which shall be enforced
by the Reorganized Debtors on behalf of the Asbestos PD Trust, and the proceeds
of the recoveries of such Asbestos PD Trust Causes of Action shall be deposited
in and shall become the property of the Asbestos PD Trust; provided, however, that nothing herein
shall alter, amend or modify the injunctions and/or releases provided under
this Plan including the Asbestos PD Channeling Injunction, the Asbestos PI
Channeling Injunction, the Successor Claims Injunction, and the Asbestos
Insurance Entity Injunction.  66


7.3.5Appointment
and Termination of Asbestos PD Trustees  The initial Class 7A Trustee (as defined in the Asbestos PD Trust
Agreement) of the Asbestos PD Trust shall be the person identified in the
Asbestos PD Trust Agreement, and the initial Class 7B Trustee (as defined
in the Asbestos PD Trust Agreement) of the Asbestos PD Trust shall be the
person identified in the Asbestos PD Trust Agreement.  Their functions are set forth more fully in
the Asbestos PD Trust Agreement.  All
successor Asbestos PD Trustees shall be appointed in accordance with the terms
of the Asbestos PD Trust Agreement.  Upon
termination of the Asbestos PD Trust, the Asbestos PD Trustees employment
shall be deemed terminated and the Asbestos PD Trustees shall be released and
discharged of and from all further authority, duties, responsibilities and
obligations relating to or arising from or in connection with the Chapter 11
Cases.  7.3.6Creation and
Termination of the Zonolite Attic Insulation TAC  The Zonolite Attic Insulation Trust Advisory
Committee or ZTAC shall be established pursuant to the Asbestos PD Trust
Agreement.  The ZTAC shall have three
members which will have the functions, duties and rights provided in the Asbestos
PD Trust Agreement, and ZAI TDP.  Initial
members of the ZTAC shall be those three individuals named in the Asbestos PD
Trust Agreement and the ZAI TDP.  Upon
termination of the Asbestos PD Trust, the ZTAC shall be deemed dissolved and
the ZTAC shall be released and discharged of and from all further authority,
duties, responsibilities and obligations relating to or arising from or in
connection with the Chapter 11 Cases.  7.4PAYMENTS
AND DISTRIBUTIONS UNDER THIS PLAN  7.4.1Asbestos PI
Trust Payments, Asbestos PD Trust Payments and Plan Distributions  Payments to
Holders of Asbestos PI Claims shall be made by the Asbestos PI Trust in
accordance with the Asbestos PI Trust Agreement and the Asbestos PI TDP.  Payments to Holders of Asbestos PD Claims shall
be made by the Asbestos PD Trust as and when due in accordance with the
Asbestos PD Trust Agreement, PD Settlement Agreements, the Class 7A CMO,
any Final Orders of the Bankruptcy Court allowing Claims in Class 7A, and
the ZAI TDP for Claims in Class 7B. 
Payments to Holders of CDN ZAI PD Claims shall be made pursuant to the
CDN ZAI Minutes of Settlement by the CDN ZAI PD Claims Fund.  All other Distributions or payments required
or permitted to be made under this Plan (other than to Professionals) shall be
made by the Reorganized Debtors or, in their discretion, a disbursing agent
employed by the Reorganized Debtors, in accordance with the treatment specified
for each such Holder as specified herein (unless otherwise ordered by the
Bankruptcy Court).  Distributions to be
made on the Effective Date, the Initial
Tax Distribution Date or the Quarterly Tax Distribution Date shall be
deemed actually made on such distribution date if made either (i) on the
Effective Date, the Initial Tax
Distribution Date or the Quarterly Tax Distribution Date or (ii) as
soon as practicable thereafter, but not more than 10 days thereafter; provided, however, that Distributions and
transfers to the Asbestos PI Trust of the Asbestos PI Trust Assets shall be
made on the Effective Date, and Distributions and transfers to the Asbestos PD
Trust of the Asbestos PD Trust Assets and the funds set forth in the CDN ZAI
Minutes of Settlement payable to the CDN ZAI PD Claims Fund shall be made on
the Effective Date.  Distributions to be
made on the date that a Plan Claim becomes an Allowed Claim, rather than on the
Effective Date, shall be deemed  67


actually made
on such date if made on or before the Post-Effective Distribution Date with
respect to such Claim.  Notwithstanding
that Distributions to Allowed Claims may be deemed made on the date that a Plan
Claim becomes an Allowed Claim as per the preceding sentence, nothing in this Section shall
modify the calculation of post-petition interest through the date of payment
for General Unsecured Claims that become Allowed General Unsecured Claims after
the Effective Date as set forth in Section 3.1.9(b) of the Plan.Except as otherwise provided herein,
Professionals shall be paid pursuant to orders of the Bankruptcy Court.  Under no circumstances shall any fractional shares of Sealed Air Common
Stock be transferred pursuant to the Asbestos PI Trust Agreement such that any
Entity shall be the transferee of less than one thousand shares of Sealed Air
Common Stock, provided, however,
that in no event shall the Asbestos PI Trust incur any costs or expenses
associated with such one thousand share limitation.  7.4.2Timing of
Plan Distributions  Whenever any Distribution to be made under this Plan shall be due on a
day other than a Business Day, such Distribution shall instead be made, without
the accrual of any additional interest (if interest is accruing pursuant to
this Plan), on the immediately succeeding Business Day, but shall be deemed to
have been made on the date due.  7.5DELIVERY
OF DISTRIBUTIONS AND UNDELIVERABLE OR UNCLAIMED DISTRIBUTIONS.  7.5.1Delivery by
the Reorganized Debtors of Distributions in General  Payments by the Asbestos PI Trust to Holders of Asbestos PI Claims
shall be made in accordance with the Asbestos PI Trust Agreement and the
Asbestos PI TDP.  Payments to Holders of
Asbestos PD Claims shall be made by the Asbestos PD Trust as and when due in
accordance with the Asbestos PD Trust Agreement, PD Settlement Agreements, any
Final Orders of the Bankruptcy Court allowing Claims in Class 7A, and the
ZAI TDP for Claims in Class 7B. 
Payments to Holders of CDN ZAI PD Claims shall be made by the CDN ZAI PD
Claims Fund in accordance with the procedures set forth in the CDN ZAI Minutes
of Settlement.  All Distributions to
Holders of Allowed Claims shall be made at the address of the Holder of such
Allowed Claim as set forth on the Schedules, unless superseded by a new address
set forth (i) on a proof of claim Filed by a Holder of an Allowed Claim, (ii) in
another writing notifying the Reorganized Debtors of a change of address prior
to the date of Distribution, or (iii) in a request for payment of an
Administrative Expense Claim.  7.5.2Undeliverable
Distributions by the Reorganized Debtors  Any Cash, assets,and other properties to be
distributed by the Reorganized Debtors under this Plan to Holders of Plan
Claims, other than Asbestos PI Claims and Asbestos PD Claims, that remain
unclaimed (including by an Entitys failure to negotiate a check issued to such
Entity) or otherwise not deliverable to the Entity entitled thereto one year
after Distribution shall become vested in, and shall be transferred and
delivered to, the Reorganized Debtors. 
In such event, such Entitys Plan Claim shall no longer be deemed to be
Allowed or payable by the  68


Reorganized Debtors, and such Entity shall be deemed to have waived its
rights to such payments or Distributions under this Plan pursuant to Bankruptcy
Code § 1143, shall have no further Claim in respect of such Distribution, and
shall not participate in any further Distributions under this Plan with respect
to such Claim.  7.6PAYMENTS
UNDER THIS PLAN  7.6.1Manner of
Cash Payments under this Plan  Unless the Entity receiving a Distribution or payment agrees otherwise,
any such Distribution or payment to be made by the Reorganized Debtors, the
Asbestos PI Trust, or the Asbestos PD Trust in Cash shall be made, at the
election of the Reorganized Debtors, the Asbestos PI Trust, or the Asbestos PD
Trust as applicable, by check drawn on a domestic bank or by wire transfer from
a domestic bank; provided, however,
that Distributions of Cash to the Asbestos PI Trust and the Asbestos PD Trust
shall be by wire transfer.  7.6.2Fractional
Payments under this Plan  Notwithstanding any other provision of this Plan, payments of fractions
of dollars or of fractional shares shall not be made.  Whenever, under this Plan, any payment of a
fraction of a dollar or a fractional share of Parent Common Stock would
otherwise be called for, the actual payment made shall reflect a rounding of
such fraction to the nearest whole dollar ornearestwhole share of Parent Common Stock,
as applicable, (up or down), with half dollars or half shares being rounded up.  7.7CONDITIONS
TO OCCURRENCE OF THE CONFIRMATION DATE  The Court shall have made the following findings of fact, conclusions
of law, orders, and/or decrees among others, substantially to the effect as
follows, in connection with the confirmation of this Plan, each of which shall
be expressly set forth in the Confirmation Order:  (a)The Plan
satisfies all applicable sections of the Bankruptcy Code, including Bankruptcy
Code § 524(g);  (b)Claimants in
Classes 6, 7, and 8 have voted to accept the Plan in the requisite numbers and
amounts required by Bankruptcy Code §§ 524(g), 1126, and 1129;  (c)As of the
Petition Date, the Debtors have been named as defendants in personal injury,
wrongful death, and property damage actions seeking recovery for damages
allegedly caused by the presence of, or exposure to, asbestos or
asbestos-containing products;  (d)Effective as
of the Effective Date, the Asbestos PI Trust shall be created and the Asbestos
PD Trust shall be created pursuant to Bankruptcy Code § 524(g) and in
accordance with the Plan Documents;  69


(e)The Asbestos
PI Trust and the Asbestos PD Trust shall be qualified settlement funds for
federal income tax purposes within the meaning of the treasury regulations
issued pursuant to section 468B of the IRC and shall be subject to the
continuing jurisdiction of the Bankruptcy Court;  (f)On the
Effective Date, the Asbestos PI Trust shall assume the liabilities of the
Debtors with respect to all Asbestos PI Claims, the Asbestos PD Trust shall
assume the liabilities of the Debtors with respect to all Asbestos PD Claims,
and the CDN ZAI PD Claims Fund contemplated by the CDN ZAI Minutes of
Settlement shall assume the liabilities of the Debtors with respect to all CDN
ZAI PD Claims;  (g)The Asbestos
PI Trust and the Asbestos PD Trust are to be funded in part by securities of
the Parent and by the obligations of the Reorganized Parent to make future
payments, including dividends;  (h)The Asbestos
PI Trust and the Asbestos PD Trust are to own, or by the exercise of rights
granted under the Plan would be entitled to own if specified contingencies
occur, a majority of the voting shares of the Reorganized Parent;  (i)The Asbestos
PI Trust is to use the Asbestos PI Trust Assets to pay Asbestos PI Claims
(including Demands) and Asbestos PI Trust Expenses, and the Asbestos PD Trust
is to use the Asbestos PD Trust Assets to pay Asbestos PD Claims (including
Demands, if any) and Asbestos PD Trust Expenses, and the CDN ZAI PD Claims Fund
is to use the funds identified in the CDN ZAI Minutes of Settlement to pay CDN
ZAI PD Claims and the expenses outlined in the CDN ZAI Minutes of Settlement;  (j)The Debtors
are likely to be subject to substantial future Demands for payment arising out
of the same or similar conduct or events that gave rise to the Asbestos PI
Claims, which Demands are addressed by the Asbestos PI Channeling Injunction,
and the Debtors are likely to be subject to substantial future Demands for
payment arising out of the same or similar conduct or events that gave rise to
the Asbestos PD Claims, which Demands, if any, are addressed by the Asbestos PD
Channeling Injunction;  (k)The actual
amounts, numbers, and timing of such future Demands cannot be determined;  (l)Pursuit of
such Demands outside the procedures prescribed by the Plan is likely to threaten
the Plans purpose to deal equitably with the Asbestos PI Claims, the Asbestos
PD Claims, and the CDN ZAI PD Claims;  (m)The terms of
the Asbestos PI Channeling Injunction, the Asbestos PD Channeling Injunction,
the Successor Claims Injunction, and the Asbestos Insurance Entity Injunction,
and any provisions barring actions against  70


third parties, are set
out in the Plan and the Disclosure Statement, and each of the Plan and the
Disclosure Statement adequately describe such injunctions and provisions (and
the acts and entities to which they apply) in specific and conspicuous language
in accordance with the requirements of Bankruptcy Rule 3016(c));  (n)Pursuant to
Court orders or otherwise, the Asbestos PI Trust, the Asbestos PD Trust, and
CDN ZAI PD Claims Fund shall operate through mechanisms such as structured,
periodic, or supplemental payments, pro rata distributions, matrices, or
periodic review of estimates of the numbers and values of (1) Asbestos PI
Claims (including Demands) in the case of the Asbestos PI Trust, (2) Asbestos
PD Claims (including Demands, if any) in the case of the Asbestos PD Trust, or (3) CDN
ZAI PD Claims (including Demands, if any) in the case of the CDN ZAI PD Claims
Fund, or other comparable mechanisms that provide reasonable assurance that the
Asbestos PI Trust shall value, and be in a financial position to pay, Asbestos
PI Claims (including Demands that involve similar claims) in substantially the
same manner, that the Asbestos PD Trust shall value, and be in a financial
position to pay Asbestos PD Claims (including Demands, if any, that involve
similar claims) in substantially the same manner, and that the CDN ZAI PD
Claims Fund shall value, and be in a financial position to pay CDN ZAI PD
Claims (including Demands, if any, that involve similar claims) in
substantially the same manner;  (o)The Asbestos
PI FCR has been appointed by the Bankruptcy Court as part of the proceedings
leading to the issuance of the Asbestos PI Channeling Injunction for the
purpose of, among other things, protecting the rights of Entities that might
subsequently assert Demands of the kind that are addressed in the Asbestos PI
Channeling Injunction and transferred to the Asbestos PI Trust;  (p)The Asbestos
PD FCR has been appointed by the Bankruptcy Court as part of the proceedings
leading to the issuance of the Asbestos PD Channeling Injunction for the
purpose of, among other things, protecting the rights of Entities that might
subsequently assert Demands, if any, of the kind that are addressed in the
Asbestos PD Channeling Injunction and transferred to the Asbestos PD Trust;  (q)CCAA
Representative Counsel has been appointed by the Canadian Court as part of
proceedings leading to the issuance of the Asbestos PD Channeling Injunction
for the purpose of, among other things, protecting the rights of Entities that
might subsequently assert Demands, if any, of the kind that are addressed in
the Asbestos PD Channeling Injunction and transferred to the CDN ZAI PD Claims
Fund;  (r)The Court
has jurisdiction over each of the Claims, SA Claims, Grace-Related Claims, and
Demands that is subject to any of (i) the Asbestos PI  71


Channeling Injunction
described in Section 8.2 of the Plan, (ii) the Asbestos PD Channeling
Injunction described in Section 8.3 of the Plan, (iii) the Successor
Claims Injunction described in Section 8.5 of the Plan, and (iv) the
releases described in the Plan;  (s)In light of
the benefits provided, or to be provided, to the Asbestos PI Trust and the
Asbestos PD Trust by, or on behalf of, each Asbestos Protected Party (including
the Sealed Air Indemnified Parties and the Fresenius Indemnified Parties), (i) the
Asbestos PI Channeling Injunction is fair and equitable (including with respect
to the Entities that might subsequently assert Demands against any Asbestos
Protected Party) and is supported by reasonable consideration, (ii) the
Asbestos PD Channeling Injunction is fair and equitable (including with respect
to the Entities that might subsequently assert Demands, if any, against any
Asbestos Protected Party) and is supported by reasonable consideration, (iii) the
Successor Claims Injunction is fair and equitable and is supported by
reasonable consideration, and (iv) the releases in favor of the Asbestos
Protected Parties described in the Plan are fair and equitable and are
supported by reasonable consideration;  (t)The Asbestos
PI Channeling Injunction, the Asbestos PD Channeling Injunction, the Successor
Claims Injunction, the Asbestos Insurance Entity Injunction, and the releases
in favor of the Asbestos Protected Parties described in the Plan are to be
implemented and granted in connection with the Plan and the Plan Documents;  (u)The Asbestos
PI Channeling Injunction, the Asbestos PD Channeling Injunction, the Successor
Claims Injunction, and the releases in favor of the Asbestos Protected Parties
described in the Plan (i) are essential to the Debtors reorganization
efforts and the feasibility of the Plan, (ii) provide necessary funding to
the Plan that otherwise would be unavailable absent the injunctions and
releases, (iii) are necessary to induce the Asbestos Protected Parties
(including Sealed Air and Fresenius) to enter into the settlements and
agreements described in the Plan and to otherwise settle their disputes, and (iv) are
necessary to resolve finally all claims of the Debtors, the Non-Debtor
Affiliates, and the Debtors creditors against the other Asbestos Protected Parties
(including the Sealed Air Indemnified Parties and the Fresenius Indemnified
Parties);  (v)An identity
of interests exists among the Debtors and the Asbestos Protected Parties such
that an Asbestos PI Claim (including a Successor Claim based upon an Asbestos
PI Claim and/or a Successor Claim based on or arising from, in whole or in
part, directly or indirectly, the Cryovac Transaction or the Fresenius
Transaction) asserted against any of the Asbestos Protected Parties gives rise
to a Claim against the Debtors, including by the operation of the law of
indemnity (contractual or otherwise) and/or contribution; and an Asbestos PD
Claim or CDN ZAI  72


PD Claim (including a
Successor Claim based upon an Asbestos PD Claim or CDN ZAI PD Claim and/or a
Successor Claim based on or arising from, in whole or in part, directly or
indirectly, the Cryovac Transaction or the Fresenius Transaction) asserted
against any of the Asbestos Protected Parties gives rise to a Claim against the
Debtors, including by the operation of the law of indemnity (contractual or
otherwise) and/or contribution;  (w)The Sealed
Air Settlement Agreement is essential and integral to the Plan, and the payment
of the Cryovac Payment to the Asbestos PI Trust and the Asbestos PD Trust in
accordance with the Sealed Air Settlement Agreement and the terms of the Plan,
together with the other Asbestos PI Trust Assets and the Asbestos PD Trust
Assets to be transferred to the Asbestos PI Trust and the Asbestos PD Trust,
respectively, pursuant to the Plan, constitute both (i) substantial assets
of the Plan and the reorganization, and (ii) a fair, reasonable, and
equitable settlement of all claims, potential claims, and Demands against the
Asbestos Protected Parties (including, with respect to the Sealed Air
Indemnified Parties, all Asbestos-Related Claims and any other claims,
potential claims, and Demands for which the Sealed Air Settlement Agreement
contemplates a release or injunction in favor of the Sealed Air Indemnified
Parties) that are subject to the injunctions and releases described in the
Plan, and the only unsatisfied conditions precedent to payment of the Cryovac
Payment are the satisfaction or waiver of the conditions to the Effective Date
in accordance with Section 7.8 of this Plan;  (x)The
Fresenius Settlement Agreement is essential and integral to the Plan, and the
payment of the Fresenius Payment to the Asbestos PI Trust and the Asbestos PD
Trust in accordance with the Plan, together with the other Asbestos PI Trust
Assets to be transferred to the Asbestos PI Trust pursuant to the Plan,
constitute both (i) substantial assets of the Plan and the reorganization,
and (ii) a fair, reasonable, and equitable settlement of all claims,
potential claims, and Demands against the Asbestos Protected Parties
(including, with respect to the Fresenius Indemnified Parties, the
Grace-Related Claims, all Asbestos-Related Claims and Demands related thereto
and any other claims, potential claims, and Demands for which the Fresenius
Settlement Agreement contemplates a release or injunction in favor of the
Fresenius Indemnified Parties) that are subject to the injunctions and releases
described in the Plan, and the only unsatisfied conditions to payment of the Fresenius
Payment are the satisfaction or waiver of the conditions to the Effective Date
in accordance with Section 7.8 of this Plan;  (y)The SA
Debtors, the Plaintiffs, and the SA Non-Debtor Affiliates understand and agree,
and the Court so finds, that Sealed Air has entered into the Sealed Air
Settlement Agreement in order to settle, release, extinguish, and terminate
fully, finally, and forever any and all further  73


controversy respecting
any and all Asbestos-Related Claims and any and all Demands related thereto
against the Sealed Air Indemnified Parties. 
The SA Debtors, the Plaintiffs, and the SA Non-Debtor Affiliates have
acknowledged and agreed that this provision is an essential and material term
of the Sealed Air Settlement Agreement and the compromise settlement leading to
the Sealed Air Settlement Agreement, and that, without such provision, neither
Sealed Air Corporation nor Cryovac, Inc. would have executed the Sealed
Air Settlement Agreement and the compromise settlement would not have been
accomplished;  (z)The Debtors,
the Plaintiffs, and the Non-Debtor Affiliates understand and agree, and the
Court so finds, that Fresenius has entered into the Fresenius Settlement
Agreement in order to settle, release, extinguish, and terminate fully,
finally, and forever any and all further controversy respecting any and all
Asbestos-Related Claims against the Fresenius Indemnified Parties.  The Debtors, the Plaintiffs, and the
Non-Debtor Affiliates have acknowledged and agreed that this provision is an
essential and material term of the Fresenius Settlement Agreement, and that,
without such provision, Fresenius would not have executed the Fresenius
Settlement Agreement and the compromise settlement would not have been
accomplished;  (aa)The
settlements, compromises, releases, and injunctions in favor of the Asbestos
Protected Parties described in the Plan (including those described in the
Sealed Air Settlement Agreement and the Fresenius Settlement Agreement) are
approved in all respects;  (bb)In approving
the settlements, compromises, releases, and injunctions with respect to the
Asbestos Protected Parties (including the Sealed Air Settlement Agreement and
the Fresenius Settlement Agreement, and the releases and injunctions in favor
of the Sealed Air Indemnified Parties and the Fresenius Indemnified Parties),
the Court has considered, among other things: (1) the nature of the claims
asserted or potentially asserted by the Debtors, the Non-Debtor Affiliates, the
Plaintiffs (on behalf of the Debtors creditors, stakeholders, and estates),
and/or the Debtors creditors against the Asbestos Protected Parties, and the
claims asserted or potentially assertable by the Asbestos Protected Parties
against the Debtors and the Non-Debtor Affiliates, (ii) the balance of the
likelihood of success of claims which might be asserted by the Debtors or other
claimants against the Asbestos Protected Parties against the likelihood of
success of the defenses or counterclaims possessed by the Asbestos Protected
Parties, (iii) the complexity, cost, and delay of litigation that would
result in the absence of these settlements, compromises, releases, and
injunctions, (iv) the lack of objections by, or the overruling of
objections of any creditor or party-in-interest to the settlements,
compromises, releases and injunctions, (v) that the Asbestos PI Claims
will be channeled to the Asbestos PI Trust rather than extinguished, (vi)  74


that the Estate Parties
and the Asbestos PI Trust will receive substantial consideration from the
Asbestos Protected Parties described in the Plan, (vii) that the Asbestos
PD Claims will be channeled to the Asbestos PD Trust rather than extinguished,
and the CDN ZAI PD Claims will be channeled to the CDN ZAI PD Claims Fund
rather than extinguished, (viii) that the Estate Parties and the Asbestos
PD Trust will receive substantial consideration from the Asbestos Protected
Parties described in the Plan, (ix) that the Asbestos Protected Parties
that will benefit from the releases and injunctions share an identity of
interest with the Debtors, (x) that the enjoined claims against the
Asbestos Protected Parties would otherwise indirectly impact the Debtors
reorganization by way of indemnity or contribution, and (xi) the Plan and the
settlements, compromises, releases, and injunctions described in the Plan are
the product of extensive arms length negotiations among the Debtors, the
Asbestos PI Committee, the Asbestos PI FCR, the Asbestos PD FCR, and the
Asbestos Protected Parties, among others;  (cc)As of the
Effective Date, the Reorganized Debtors will have the ability to pay and
satisfy in the ordinary course of business their respective obligations and
liabilities, including any and all indemnification obligations to the Sealed
Air Indemnified Parties and the Fresenius Indemnified Parties with respect to
present and future Asbestos-Related Claims and Demands related thereto, SA
Indemnified Taxes, Fresenius Indemnified Taxes, and all other obligations set
forth in the Fresenius Settlement Agreement and the Sealed Air Settlement
Agreement;  (dd)Upon the
transfer of the Sealed Air Common Stock to the Asbestos PI Trust, the Asbestos
PI Trustees shall represent and warrant to and agree with (on behalf of the
Asbestos PI Trust) Sealed Air, that the Asbestos PI Trust is acquiring the
Sealed Air Common Stock for its own account for investment and not with a view
toward distribution in a manner which would violate the Securities Act and the
Asbestos PI Trust and its transferees will comply with all filing and other
reporting obligations under all applicable laws which shall be applicable to
such Asbestos PI Trust with respect to the Sealed Air Common Stock;  (ee)On or before
the Effective Date, (i) the SA Debtors, the Asbestos PD Committee, and the
Asbestos PI Committee shall have executed and delivered the Release (as
defined in the Sealed Air Settlement Agreement), (ii) the Government
Plaintiff (as defined in the Sealed Air Settlement Agreement) shall have
executed and delivered the Government Release (as defined in the Sealed Air
Settlement Agreement), and (iii) the Asbestos PI Committee and the
Asbestos PD Committee shall have delivered the Fresenius Release (as defined
in the Sealed Air Settlement Agreement), all as provided for in the Sealed Air
Settlement Agreement.  In addition, in
consideration for the Cryovac Payment, (i) each of the SA Non-Debtor
Affiliates shall irrevocably  75


release, acquit, and
forever discharge the Sealed Air Indemnified Parties from any and all (A) present
and future Asbestos-Related Claims and Demands relating thereto and (B) present
and future SA Claims, Canadian Claims, SA Debts, and SA Damages on the basis
of, arising from, or attributable to (in whole or in part, directly or
indirectly) the Fresenius Transaction that have accrued or been asserted or
that hereafter might accrue or be asserted against the Sealed Air Indemnified
Parties and (ii) each SA Non-Debtor Affiliate shall not institute,
participate in, maintain, maintain a right to or assert against the Sealed Air
Indemnified Parties, either directly or indirectly, on its own behalf,
derivatively, or on behalf of any other Entity, any and all present and future
Asbestos-Related Claims and/or Demands relating thereto, and any and all
present and future SA Claims, Canadian Claims, SA Debts, and SA Damages on the
basis of, arising from, or attributable to (in whole or in part, directly or
indirectly) the Fresenius Transaction;  (ff)The Asbestos
Protected Parties shall receive the full benefit of the Asbestos PI Channeling
Injunction and the Asbestos PD Channeling Injunction under Bankruptcy Code §
524(g) and the Successor Claims Injunction under Bankruptcy Code § 105(a),
which Asbestos PI Channeling Injunction, Asbestos PD Channeling Injunction, and
Successor Claims Injunction (1) shall be in form and substance reasonably
acceptable to Sealed Air Corporation, Cryovac Inc., and Fresenius, and (2) as
applicable, include provisions enjoining any and all Entities from taking any
and all legal or other actions (including the continued prosecution of pending Actions
or the commencement of future Actions as such term is used in paragraph II(c)(vi) of
the Sealed Air Settlement Agreement) or making any Demand for the purpose of,
directly or indirectly, claiming, collecting, recovering, or receiving any
payment, recovery, or any other relief whatsoever from any and all of the
Asbestos Protected Parties with respect to any and all Asbestos PI Claims,
Asbestos PD Claims, CDN ZAI PD Claims, and/or Successor Claims based on or
arising from, in whole or in part, directly or indirectly, the Cryovac
Transaction or the Fresenius Transaction;  (gg)Each of the
SA Debtors and the Plaintiffs have acknowledged and agreed that the Sealed Air
Common Stock to be transferred to the Asbestos PI Trust has not been and, upon
delivery of such Sealed Air Common Stock to the Asbestos PI Trust, shall not be
registered under the Securities Act and that the certificates for such Sealed
Air Common Stock shall bear a legend to that effect.  Each of the SA Debtors and the Plaintiffs
understand and have acknowledged that any transfer by Cryovac, Inc. of
Sealed Air Common Stock to the Asbestos PI Trust is being made pursuant to an
exemption from registration contained in the Securities Act based in part upon
the foregoing representation and the representations contained in the Sealed
Air Settlement Agreement;  76


(hh)The SA
Debtors shall, jointly and severally, at their sole expense, indemnify, defend,
and hold harmless the Sealed Air Indemnified Parties from and against (1) any
and all present and future Asbestos-Related Claims and Demands related thereto
and all SA Indemnified Taxes, (2) any and all losses costs, and expenses
incurred as a result of any breach of any of the SA Debtors or SA Non-Debtor
Affiliates obligations, covenants, and agreements set forth or referred to in
the Sealed Air Settlement Agreement, including any such obligation, covenant,
or agreement of any SA Debtors or SA Non-Debtor Affiliates set forth in the
Plan or Confirmation Order, (3) if any SA Non-Debtor Affiliate has not
executed and delivered a Release (as defined in the Sealed Air Settlement
Agreement), any and all Asbestos-Related Claims and Demands related thereto
based on, arising out of, or attributable to, directly or indirectly, in whole
or in part, such SA Non-Debtor Affiliate and (4) any and all attorneys
fees or costs and expenses attributable to any SA Indemnity Claim (as defined
below), provided, however, that in each case such indemnification shall not
apply to Excluded Fees (as defined in the Sealed Air Settlement Agreement)
such indemnity obligations, collectively, the SA Debtors Indemnity Obligation;
and any and all SA Claims, SA Debts, or SA Damages that could be asserted by
any of the Sealed Air Indemnified Parties under the SA Debtors Indemnity
Obligation, the SA Indemnity Claims), and provided, further, that nothing in
the Sealed Air Settlement Agreement shall adversely affect any rights of any
Entity to file and pursue, or object to, a proof of claim for Excluded Fees
(as defined in the Sealed Air Settlement Agreement) in the Chapter 11 Cases;  (ii)Each SA
Debtor shall execute and deliver an indemnity agreement in favor of the Sealed
Air Indemnified Parties in the form annexed as Exhibit 6 to the Sealed Air
Settlement Agreement;  (jj)The SA
Debtors Indemnity Obligation (and the obligations, covenants, and agreements
of each of the SA Debtors and SA Non-Debtor Affiliates set forth or referred to
in the Sealed Air Settlement Agreement, including any such obligation,
covenant, or agreement of any SA Debtor or SA Non-Debtor Affiliate set forth in
the Plan or Confirmation Order) shall not be discharged, expunged, estimated,
or otherwise adversely affected in the Chapter 11 Cases or by the confirmation
of the Plan;  (kk)The SA
Debtors Indemnity Obligation (and the obligations, covenants, and agreements
of each of the SA Debtors and SA Non-Debtor Affiliates set forth or referred to
in the Sealed Air Settlement Agreement, including any such obligation,
covenant, or agreement of any SA Debtor or SA Non-Debtor Affiliate set forth in
the Plan or Confirmation Order) shall continue unaffected as a
post-confirmation obligation of each of the Reorganized Debtors;  77


(ll)The Debtors,
the Asbestos PI Committee, the Asbestos PI FCR, the Asbestos PI TAC, and the
Asbestos PI Trustees have (i) promptly provided to Cryovac, Inc. and
Fresenius all Material Drafts (as defined in the Sealed Air Settlement
Agreement) of the Asbestos PI Trust Agreement and each related Trust Document
(as defined in the Sealed Air Settlement Agreement) (but excluding or redacting
drafts of the Asbestos PI TDP), and (ii) incorporated promptly (if it was
the party drafting such document), or if otherwise, urged the party drafting
such document promptly to incorporate, into any such document each provision
with respect to the subject matter set forth or referred to in paragraphs
II(c)(ix), (x), and (xi) paragraph VI(g), clauses (i)(A) through (D), and
paragraph VI(c) of the Sealed Air Settlement Agreement that were reasonably
requested by Cryovac, Inc. or Fresenius;  (mm)The Debtors, the Asbestos PD Committee,
and the Asbestos PD FCR have (i) promptly provided to Cryovac, Inc.
and Fresenius all Material Drafts (as defined in the Sealed Air Settlement
Agreement) of the Asbestos PD Trust Agreement and each related Trust Document
(as defined in the Sealed Air Settlement Agreement) (but excluding or redacting
drafts of the ZAI TDP), and (ii) incorporated promptly (if it was the
party drafting such document), or if otherwise, urged the party drafting such
document promptly to incorporate, into any such document each provision with
respect to the subject matter set forth or referred to in paragraphs II(c)(ix),
(x), and (xi) paragraph VI(g), clauses (i)(A) through (D), and paragraph
VI(c) of the Sealed Air Settlement Agreement that were reasonably
requested by Cryovac, Inc. or Fresenius;  (nn)SA Debtors
and SA Non-Debtor Affiliates shall take all actions required or requested by
Sealed Air as contemplated in the Sealed Air Settlement Agreement and shall be
prohibited from taking any actions prohibited by Sealed Air as provided by the
Sealed Air Settlement Agreement with respect to tax matters, including those
set forth in Annex I hereto and those set forth in paragraphs II(c)(x), IV, and
VI of the Sealed Air Settlement Agreement and those provisions of the Sealed
Air Settlement Agreement are incorporated herein as if fully set forth herein
and shall likewise be incorporated into the Confirmation Order as if fully set
forth therein;  (oo)The
Plaintiffs, Asbestos PI Trust and Asbestos PD Trust shall take all actions
required or requested by Sealed Air as provided by the Sealed Air Settlement
Agreement and shall be prohibited from taking any actions prohibited by Sealed
Air as contemplated in the Sealed Air Settlement Agreement with respect to tax
matters, including those set forth in Annex II hereto and those set forth in
paragraphs II(c)(ix), II(c)(x) and II(c)(xi) of the Sealed Air
Settlement Agreement and those provisions of the Sealed Air Settlement
Agreement are incorporated herein as if fully set forth and  78


shall likewise be
incorporated into the Confirmation Order as if fully set forth therein;  (pp)Each of the
SA Debtors acknowledge and agree that (i) to the extent that any SA Debtor
is required, pursuant to generally accepted accounting principles, to accrue a
liability for asbestos which liabilities are satisfied by Cryovac, Inc. by
a transfer made by Cryovac, Inc. directly to the Asbestos PI Trust or
Asbestos PD Trust pursuant to this Plan or the Confirmation Order and such SA
Debtor is required pursuant to generally accepted accounting principles to
reverse such accrual, to the extent that there is more than one methodology
under generally accepted accounting principles pursuant to which the SA Debtors
are allowed to reverse any such accrual, such SA Debtor shall adopt the
methodology, if any, not inconsistent with the provisions of paragraphs VI(b) and
VI(g) of the Sealed Air Settlement Agreement, (ii) any payment or
transfer by Cryovac, Inc. directly to the Asbestos PI Trust or Asbestos PD
Trust shall not be treated, for financial accounting purposes, as resulting in
an expense or deduction of any SA Debtor or SA Non-Debtor Affiliate and (iii) to
the extent that any payment or transfer by Cryovac, Inc. directly to the
Asbestos PI Trust or Asbestos PD Trust results, for financial accounting
purposes, in income to any SA Debtor, the SA Debtors shall treat such income as
income from the cancellation of indebtedness or liabilities of the SA Debtors;  (qq)The Debtors
and Estate Parties shall take all actions required or requested by Fresenius as
contemplated in the Fresenius Settlement Agreement and be prohibited from taking
any actions prohibited by Fresenius as contemplated in the Fresenius Settlement
Agreement with respect to tax matters, including those outlined in Article III
of the Fresenius Settlement Agreement and those provisions of the Fresenius
Settlement Agreement are incorporated herein as if fully set forth and shall
likewise be incorporated into the Confirmation Order as if fully set forth
therein;  (rr)The 1998 Tax
Sharing Agreement shall be an assumed agreement of each of the SA Debtors
(including Grace New York and Grace-Conn) pursuant to section 365 of the
Bankruptcy Code, and nothing contained in or contemplated by the Sealed Air
Settlement Agreement, the Plan, or the Confirmation Order shall adversely
affect the rights of the Debtors, Sealed Air Corporation or any of their
Affiliates under the 1998 Tax Sharing Agreement;  (ss)Upon
confirmation, each of the Sealed Air Settlement Agreement, the Sealed Air
Settlement Order, the Fresenius Settlement Agreement and the Fresenius
Settlement Ordershall be in full force and
effect;  (tt)Subject to Section 7.7(uu)
below, the duties and obligations of the Asbestos Insurance Entities under the
Asbestos Insurance Policies and  79


Asbestos Insurance
Settlement Agreements are not diminished, reduced or eliminated by (1) the
discharge of the obligations and liabilities of the Debtors and the Reorganized
Debtors for and in respect of all Asbestos PI Claims or (2) the assumption
by the Asbestos PI Trust of responsibility and liability for all Asbestos PI
Claims;  (uu)As of the
Effective Date, the Asbestos Insurance Transfer Agreement shall be a valid and
binding obligation of each the parties thereto, shall be in full force and
effect and shall be valid and enforceable in accordance with its terms, in each
case notwithstanding any anti-assignment provision in or incorporated into any
Asbestos Insurance Policy, Asbestos Insurance Settlement Agreement, Asbestos
In-Place Insurance Coverage, Asbestos Insurance Reimbursement Agreement, or
under applicable non-bankruptcy law;  (vv)As of the
Effective Date, each of the Asbestos PI Deferred Payment Agreement, the Class 7A
Asbestos PD Deferred Payment Agreement, the Class 7B Asbestos PD Deferred
Payment Agreement, the Share Issuance Agreement, the Grace PI Guaranty, the
Grace PD Guarantee Agreement for Class 7A, the Grace PD Guarantee
Agreement for Class 7B, the Plan Registration Rights Agreement, the
Asbestos PI/PD Inter-Creditor Agreement, the Warrant, and the Warrant Agreement
shall be a valid and binding obligation of each of the parties thereto and
shall be in full force and effect and enforceable in accordance with its terms;  (ww)All Asbestos PI Claims shall be resolved
by and channeled to the Asbestos PI Trust, all Asbestos PD Claims shall be
resolved by and channeled to the Asbestos PD Trust, and all CDN ZAI PD Claims
shall be resolved by and channeled to the CDN ZAI PD Claims Fund in the manner
set forth in the CDN ZAI Minutes of Settlement;  (xx)The Court
shall have entered a Final Order allowing claims for post-petition interest on
account of the General Unsecured Claims arising from the Pre-petition Credit
Facilities in amounts that are not in excess of the rates set forth in Section 3.1.9(b) of
this Plan; and  (yy)The Canadian
Settlement Approval Order shall have been entered.  (zz)As of the
Effective Date, pursuant to Section 3.1(a) of the Asbestos PD Trust
Agreement, the Class 7B Trustee (as defined in the Asbestos PD Trust
Agreement) shall keep segregated the ZAI Trust Assets (as defined in the
Asbestos PD Trust Agreement) from the other Asbestos PD Trust Assets at all
times, and no non-US ZAI PD Claim or liability of any kind shall ever be
satisfied, either voluntarily or involuntarily, with ZAI Trust Assets.  80


The Confirmation Order shall be in form and substance acceptable to (a) each
of the Plan Proponents, (b) with respect to any and all findings of fact,
conclusions of law, orders, decrees, provisions, and terms required to be
included in the Confirmation Order by, or relating to, the Sealed Air
Settlement Agreement, Sealed Air (provided,
however, that any specific findings, conclusions, orders, decrees,
provisions, and terms required to be included in the Confirmation Order by the
Sealed Air Settlement Agreement shall be included in the Confirmation Order as
they appear in the Sealed Air Settlement Agreement) and (c) with respect
to any and all findings of fact, conclusions of law, orders, decrees,
provisions, and terms required to be included in the Confirmation Order by, or
relating to, the Fresenius Settlement Agreement, Fresenius (provided, however, that any specific
findings, conclusions, orders, decrees, provisions, and terms required to be
included in the Confirmation Order by the Fresenius Settlement Agreement shall
be included in the Confirmation Order as they appear in the Fresenius
Settlement Agreement).  This Plan shall
not be confirmed and the Confirmation Order shall not be entered until and
unless each of the foregoing conditions to confirmation is either satisfied or
waived by each of the Plan Proponents with the consent of each of Sealed Air
Corporation, Cryovac, Inc., and Fresenius, with the exception of the
following: (1) Sections 7.7(w) and (nn) shall be waiveable by each of
the Plan Proponents with the consent of each of Sealed Air Corporation and
Cryovac, Inc., and without the consent of Fresenius; (2) Sections 7.7(x) and
(qq) shall be waiveable by each of the Plan Proponents with the consent of
Fresenius and without the consent of Sealed Air; (3) Sections 7.7(tt),
(uu), and (vv) shall be waiveable by each of the Plan Proponents without the
consent of Sealed Air and Fresenius, and (4) Section 7.7(xx) shall be
waiveable only by each of the Debtors and the Equity Committee without the
consent of the other Plan Proponents, Sealed Air, and Fresenius.  7.8CONDITIONS
TO OCCURRENCE OF THE EFFECTIVE DATE  The effective date of the plan, as used in Bankruptcy Code § 1129,
shall not occur, and this Plan shall be of no force and effect, until the Effective
Date.  The occurrence of the Effective
Date is subject to satisfaction of the following conditions precedent:  (a)The Court
shall have entered the Confirmation Order granting the Asbestos PI Channeling
Injunction, the Asbestos PD Channeling Injunction, the Successor Claims
Injunction, and the Asbestos Insurance Entity Injunction to take effect as of
the Effective Date, and the Confirmation Order shall have become a Final Order
and shall have been a Final Order for a minimum of ten Business Days;  (b)The District
Court shall have entered, issued, or affirmed an order(s) approving each
of the Asbestos PI Channeling Injunction, the Asbestos Insurance Entity
Injunction, the Successor Claims Injunction, the Asbestos PD Channeling
Injunction, and all releases in favor of the Asbestos Protected Parties, in its
entirety, and such order(s) shall have become Final Orders;  (c)The District
Court shall have entered, issued, or affirmed the Confirmation Order, and such
order shall have become a Final Order;  81


(d)The Asbestos
PI Channeling Injunction, the Asbestos PD Channeling Injunction, the Successor
Claims Injunction, the Asbestos Insurance Entity Injunction, and all releases
in favor of the Asbestos Protected Parties shall be in full force and effect;  (e)Each of the
Plan Documents, including each of the exhibits and attachments to the Sealed
Air Settlement Agreement and the Fresenius Settlement Agreement, shall have
been (i) executed or otherwise finalized, as the case may be, in a form
acceptable to each of the Plan Proponents, Sealed Air, and Fresenius, provided, however, that the exhibits and
attachments to the Sealed Air Settlement Agreement and the Fresenius Settlement
Agreement shall be executed or otherwise finalized in the form attached to the
Sealed Air Settlement Agreement and the Fresenius Settlement Agreement (as the
case may be), (ii) delivered to Sealed Air and Fresenius, and (iii) where
applicable, filed with the appropriate governmental or supervisory authorities;  (f)On or before
the Effective Date, (i) the SA Debtors, the Asbestos PD Committee and the
Asbestos PI Committee shall have executed and delivered the Release (as
defined in the Sealed Air Settlement Agreement); (ii) the Government
Plaintiff (as defined in the Sealed Air Settlement Agreement) shall have
executed and delivered the Government Release (as defined in the Sealed Air
Settlement Agreement); and (iii) the Asbestos PI Committee and the
Asbestos PD Committee shall have delivered the Fresenius Release (as defined
in the Sealed Air Settlement Agreement), all as provided for in the Sealed Air
Settlement Agreement.  In addition, in
consideration for the Cryovac Payment, (i) each of the SA Non-Debtor
Affiliates shall irrevocably release, acquit, and forever discharge the Sealed
Air Indemnified Parties from any and all (A) present and future
Asbestos-Related Claims and/or Demands relating thereto and (B) present
and future SA Claims, Canadian Claims, SA Debts, and SA Damages on the basis
of, and arising from, or attributable to (in whole or in part, directly or
indirectly) the Fresenius Transaction that have accrued or been asserted or
that hereafter might accrue or be asserted against the Sealed Air Indemnified
Parties, and (ii) each SA Non-Debtor Affiliate shall not institute,
participate in, maintain, maintain a right to or assert against the Sealed Air
Indemnified Parties, either directly or indirectly, on its own behalf,
derivatively, or on behalf of any other Entity, any and all present and future
Asbestos-Related Claims and/or Demands relating thereto, and any and all
present and future SA Claims, Canadian Claims, SA Debts, and SA Damages on the
basis of, arising from, or attributable to (in whole or in part, directly or
indirectly) the Fresenius Transaction;  (g)The
Certificate of Incorporation of each of the Debtors, as amended in accordance
with this Plan, shall have been filed with the secretary of state or equivalent
agency of its jurisdiction of incorporation;  82


(h)The Exit
Financing, in an amount and on such terms satisfactory to the Debtors, shall be
in full force and effect and available immediately upon the occurrence of the
Effective Date and after all necessary parties have executed the documentation
relating thereto;  (i)The Debtors
shall have obtained either (i) private letter rulings establishing that
the Asbestos PI Trust and the Asbestos PD Trust are qualified settlement funds
pursuant to section 468B of the IRC, or (ii) an opinion of counsel
regarding the tax classification of the Asbestos PI Trust satisfactory to the
Debtors and the Asbestos PI Trust, and an opinion of counsel regarding the tax
classification of the Asbestos PD Trust satisfactory to the Debtors and the
Asbestos PD Trust;  (j)The Canadian
Order shall have been issued by the Canadian Court and the time for any appeal
with respect to the Canadian Order shall have expired and no appeal shall be
pending or outstanding;  (k)Each of the
Sealed Air Settlement Agreement, the Sealed Air Settlement Order, the Fresenius
Settlement Agreement, and the Fresenius Settlement Ordershall
be in full force and effect and all of the terms and conditions thereunder have
been satisfied;  (l)The
injunctions, releases, and indemnifications set forth in the Fresenius
Settlement Agreement shall be approved and effected through one or more Final
Orders subject only to the transfer of the Fresenius Payment;  (m)The Asbestos
PI Trust Assets shall have been transferred to the Asbestos PI Trust and the
Asbestos PD Trust Assets shall have been transferred to the Asbestos PD Trust;  (n)In addition to the Asbestos PI Trust Assets,
the Asbestos PI Trust shall have received from the Parent or other
Debtors:  (A) an amount in Cash
equal to the difference, if any, between (1)five
hundred twelve million five hundred thousand dollars ($512,500,000), plus
interest thereon from December 21, 2002 until the Effective Date at a rate
of 5.5% per annum compounded annually (reduced by the total aggregate amount of
Cryovac, Inc.s transfers to the Asbestos PD Trust as part of the Class 7A
Initial Payment and the Class 7B Initial Payment), and (2) the amount
of Cash delivered to the Asbestos PI Trust as part of the Cryovac Payment, plus
(B) the difference, if any, between (i) eighteen million (18,000,000)
shares of Sealed Air Common Stock (as adjusted for a two-for-one stock split on
March 16, 2007, and subject to further adjustment to the extent
provided in the Sealed Air Settlement Agreement) and (ii) the number
of such shares delivered to the Asbestos PI Trust as part of the Cryovac
Payment.  Upon transfer to the Asbestos
PI Trust, such assets shallbe treated as Asbestos PI Trust Assets for all purposes, and shall be
indefeasibly vested  83


in the Asbestos PI Trust free and clear of all
claims, equity interests, Encumbrances, and other interests of any Entity.  (o)The Asbestos
Insurance Transfer Agreement, the Asbestos PI Deferred Payment Agreement, the Class 7A
Asbestos PD Deferred Payment Agreement, the Class 7B Asbestos PD Deferred
Payment Agreement, the Grace PI Guaranty, the Grace PD Guarantee Agreement for Class 7A,
the Grace PD Guarantee Agreement for Class 7B, the Plan Registration
Rights Agreement, the Share Issuance Agreement, the Asbestos PD/PI
Inter-Creditor Agreement, the Warrant, and the Warrant Agreement shall have
been executed and delivered by each of the parties thereto and shall be
binding, enforceable and in full force and effect;  (p)The Sealed
Air Action and Fresenius Action shall be dismissed with prejudice;  (q)The
following actions against Fresenius shall have been dismissed with prejudice: (1) Mesquita v. W. R. Grace & Co. et al.,
amended as Abner v. W. R. Grace &
Co. et al., No. 315465, Superior Court of California, County of
San Francisco (since transferred to the Bankruptcy Court as Adv. Pro. No. 01-08883);
(2) Woodward v. Sealed Air Corporation
(US) et al., No. 01-10547 PBS, U.S. District Court, District of
Massachusetts (since transferred to the Bankruptcy Court as Case No. 01-CV-412);
and (3) Lewis v. W. R. Grace &
Co. et al., U.S. Bankruptcy Court, District of Delaware, Bankruptcy
Case No. 01-1139/Adv. Case No. 01-08810; and  (r)All payments
required under the CDN ZAI Minutes of Settlement (other than any payments, if
any, to be made by the Asbestos PI Trust) shall have been made.  (s)The Court
shall not have entered any order on or before the Effective Date, including as
part of the Confirmation Order, which holds that any Claim or any right which
may give rise to a Demand, which is included in the definition of either
Indirect PD Trust Claim or Indirect PI Trust Claim, is not properly classified
as an Asbestos PD Claim or Asbestos PI Claim or is not subject to the Asbestos
PD Channeling Injunction or the Asbestos PI Channeling Injunction.  The Effective Date shall not occur unless and until each of the
foregoing conditions is either satisfied or waived by each of the Plan
Proponents and expressly waived in writing by each of the Sealed Air
Corporation, Cryovac, Inc., and Fresenius (subject to the absolute
discretion of each).  In no event shall
the Effective Date occur nor shall Sealed Air Corporation or Cryovac, Inc.
have any obligation to make the Cryovac Payment (including the Asbestos PD
Initial Payment) at any time prior to the satisfaction of each and every one of
the conditions specified in this Section 7.8 without such express written
consent by each of Sealed Air Corporation and Cryovac, Inc. in its
absolute discretion.  In no event shall
the Effective Date occur nor shall Fresenius have any obligation to make the
Fresenius Payment (including the Asbestos PD Initial  84


Payment) at any time prior to the satisfaction of each and every one of
the conditions specified in this Section 7.8 without such express written
consent by Fresenius in its absolute discretion.  Notice of the occurrence of the Effective
Date reflecting that the foregoing conditions have been satisfied or waived
shall: (i) be signed by each of the Plan Proponents and, in the case of a
waiver, by each of Sealed Air Corporation, Cryovac, Inc. and Fresenius, (ii) state
the date of the Effective Date, and (iii) be Filed with the Bankruptcy
Court by counsel to the Debtors.  No
waiver shall be effective unless it complies with the requirements of this
provision.  7.9MANAGEMENT
OF THE REORGANIZED DEBTORS  On and after the Effective Date, the business and affairs of the
Reorganized Debtors will be managed by their respective Boards of Directors or
equivalent thereof.  Upon the Effective
Date, the Board of Directors of the Reorganized Parent shall be composed of at
least five (5) directors.  The
members of the Board of Directors of the Reorganized Parent shall be persons
identified to the Court prior to the Confirmation Hearing.  7.10CORPORATE
ACTION  On the Effective Date, the approval and effectiveness of matters
provided under this Plan involving the corporate structure of the Reorganized
Debtors or corporate action by the Reorganized Debtors shall be deemed to have
occurred and to have been authorized, and shall be in effect from and after the
Effective Date without requiring further action under applicable law,
regulation, order, or rule, including any action by the stockholders or
directors of the Debtors, the Debtors in Possession, or the Reorganized
Debtors.  7.11EFFECTUATING
DOCUMENTS AND FURTHER TRANSACTIONS  Each of the officers of the Debtors and the Reorganized Debtors is
authorized and directed to execute, deliver, file, or record such contracts,
instruments, releases, indentures, and other agreements or documents and to
take such actions as may be necessary or appropriate, for and on behalf of the
Debtors and the Reorganized Debtors, to effectuate and further evidence the
terms and conditions of this Plan, the transactions contemplated by this Plan,
and any securities issued pursuant to this Plan.  7.12ALLOCATION
OF PLAN DISTRIBUTIONS BETWEEN PRINCIPAL AND INTEREST  To the extent that any Allowed Plan Claim entitled to a Distribution
under this Plan consists of indebtedness and accrued but unpaid interest
thereon, such Distribution shall, for federal income tax purposes, be allocated
first to the principal amount of the Plan Claim and then, to the extent the
Distribution exceeds the principal amount of the Plan Claim, to the accrued but
unpaid interest.  7.13NO
SUCCESSOR LIABILITY  Except as otherwise expressly provided in this Plan, the Debtors, the
Reorganized Debtors, the Asbestos PI Committee, the Asbestos PD Committee, the
Asbestos PI FCR, the  85


Asbestos PD FCR, the CCAA Representative Counsel, and the Asbestos
Protected Parties will not, pursuant to this Plan or otherwise, assume, agree
to perform, pay, or indemnify creditors or otherwise have any responsibilities
for any liabilities or obligations of the Debtors or any of the Debtors past
or present Affiliates, as such liabilities or obligations may relate to or
arise out of the operations of or assets of the Debtors or any of the Debtors
past or present Affiliates or any of their respective successors, whether
arising prior to, or resulting from actions, events, or circumstances occurring
or existing at any time prior to the Confirmation Date.  Neither the Asbestos Protected Parties, the
Reorganized Debtors, the Asbestos PI Trust, the Asbestos PD Trust, nor the CDN
ZAI PD Claims Fund is, or shall be, a successor to the Debtors or any of the
Debtors past or present Affiliates by reason of any theory of law or equity,
and none shall have any successor or transferee liability of any kind or
character, except that the Reorganized Debtors, the Asbestos PI Trust, the
Asbestos PD Trust, and the CDN ZAI PD Claims Fund shall assume the obligations
specified in this Plan and the Confirmation Order, or Asbestos Insurance
Reimbursement Agreement.  Except as otherwise expressly provided in this Plan, effective
automatically on the Effective Date, the Asbestos Protected Parties shall be
unconditionally, irrevocably and fully released from (a) any and
all Asbestos-Related Claims, including (i) any and all Successor Claims
based on or arising from, in whole or in part, directly or indirectly, or
related to the Cryovac Transaction and (ii) any and all Asbestos Claims,
(b) any and all SA Claims, SA Debts, SA Damages, including Successor
Claims, based on, arising from, or attributable to (in whole or in part,
directly or indirectly) the Fresenius Transaction, and (c) any other
claims and causes of action arising under Chapter 5 of the Bankruptcy Code or
similar claims or causes of action arising under state or any other law,
including, if applicable, claims in the nature of fraudulent transfer,
successor liability, corporate veil piercing, or alter ego-type claims, as a
consequence of transactions, events, or circumstances involving or affecting
the Debtors (or any of their predecessors) or any of their respective
businesses or operations that occurred or existed prior to the Effective Date.  Notwithstanding the foregoing, nothing herein
shall release any Asbestos Insurance Entity from its obligations under any
Asbestos Insurance Settlement Agreement or Asbestos In-Place Insurance
Coverage.  7.14DEEMED
CONSOLIDATION OF THE DEBTORS FOR PLAN PURPOSES ONLY  Subject to the occurrence of the Effective Date, the Debtors shall be
deemed consolidated under this Plan for Plan purposes only.  Each and every Claim Filed or to be Filed
against any of the Debtors shall be deemed Filed against the deemed consolidated
Debtors and shall be deemed one Claim against and obligation of the deemed
consolidated Debtors.  Such deemed consolidation, however, shall not (other than for purposes
related to funding Distributions under this Plan and as set forth above in this
Section 7.14) affect: (i) the legal and organizational structure of
the Debtors; (ii) any Encumbrances that are required to be maintained
under this Plan (A) in connection with executory contracts or unexpired
leases that were entered into during the Chapter 11 Cases or that have been or
will be assumed, (B) pursuant to this Plan, or (C) in connection with
any Exit Financing; (iii) the Sealed Air Settlement Agreement; and (iv) the
Fresenius Settlement Agreement.  86


Notwithstanding anything contained in this Plan to the contrary, the
deemed consolidation of the Debtors shall not have any effect on any of the
Plan Claims being reinstated and left unimpaired under this Plan, and the
legal, equitable, and contractual rights to which the Holders of any such Plan
Claims are entitled shall be left unaltered by this Plan.  7.15INSURANCE
NEUTRALITY  (a)Except
to the extent provided in this Section 7.15, notwithstanding anything to
the contrary in the Confirmation Order, the Plan or any of the Plan Documents,
nothing in the Confirmation Order, the Plan or any of the Plan Documents
(including any other provision that purports to be preemptory or supervening),
shall in any way operate to, or have the effect of, impairing any Asbestos
Insurance Entitys legal, equitable or contractual rights, if any, in any
respect.  (b)The Plan,
the Plan Documents, and the Confirmation Order shall be binding on the Debtors,
the Reorganized Debtors, the Asbestos PI Trust and the beneficiaries of the
Asbestos PI Trust.  The obligations, if
any, of the Asbestos PI Trust to pay holders of Asbestos PI Claims shall be
determined pursuant to the Plan, the Plan Documents, and the Confirmation
Order.  (c)Except
as provided in this Section 7.15, the rights of Asbestos Insurance
Entities shall be determined under the Asbestos Insurance Policies, Asbestos
In-Place Insurance Coverage, Asbestos Insurance Reimbursement Agreements, or
Asbestos Insurance Settlement Agreements, as applicable.  (d)Nothing
in the Plan or the Plan Documents shall affect or limit, or be construed as
affecting or limiting, the protection afforded to any Settled Asbestos
Insurance Company by the Asbestos PI Channeling Injunction.  (e)Nothing
in this Section 7.15 is intended or shall be construed to preclude
otherwise applicable principles of res judicata or collateral estoppel from
being applied against any Asbestos Insurance Entity with respect to any issue
that is actually litigated by such Asbestos Insurance Entity as part of its
objections, if any, to confirmation of the Plan or as part of any contested
matter or adversary proceeding filed in conjunction with or related to
confirmation of the Plan.  Plan
objections that are withdrawn prior to the beginning of the Confirmation Hearing
shall be deemed not to have been actually litigated.  (f)Except
as provided in Section 7.15(g), Section 7.15(j), and Section 7.2.2(d)(iv),
nothing in the Plan, the Plan Documents, the Confirmation Order, or any finding
of fact and/or conclusion of law with respect to the confirmation or
consummation of the Plan shall limit the right, if any, of any Asbestos
Insurance Entity, in any Asbestos Insurance Action, to assert any Asbestos
Insurer Coverage Defense.  (g)Notwithstanding
the provisions of this Section 7.15, Asbestos Insurance Entities shall be
bound by the Courts findings and conclusions that, under the Bankruptcy Code,
the transfer of rights under the Asbestos Insurance Transfer Agreement is valid
and enforceable against each Asbestos Insurance Entity notwithstanding any
anti-assignment provision in or  87


incorporated into any Asbestos Insurance Policy, Asbestos In-Place
Insurance Coverage, Asbestos Insurance Reimbursement Agreement, Asbestos Insurance
Settlement Agreement or applicable non-bankruptcy law.  (h)The
Asbestos Insurance Entities shall be subject to the releases and injunctions to
the extent described in this Plan, and this Section 7.15 is not intended
nor shall it be construed to limit the protections afforded to the Sealed Air
Indemnified Parties or the Fresenius Indemnified Parties by such releases and
injunctions or to allow the Asbestos Insurance Entities to undertake any action
against any of the Sealed Air Indemnified Parties or the Fresenius Indemnified
Parties that is contrary to such releases and/or injunctions.  (i)If
an Asbestos Insurance Entity that is not a Settled Asbestos Insurance Company
asserts that it has rights of contribution, indemnity, reimbursement, subrogation,
or other similar claims (collectively, for purposes of this Section 7.15(i),
Contribution Claims) against a Settled Asbestos Insurance Company, (a) such
Contribution Claims may be asserted as a defense or offset against the Asbestos
PI Trust or the Reorganized Debtors (as applicable) in any Asbestos Insurance
Action including such Asbestos Insurance Entity that is not a Settled Asbestos
Insurance Company, and the Asbestos PI Trust or the Reorganized Debtors (as
applicable) may assert the legal or equitable rights, if any, of the Settled
Asbestos Insurance Entity, and (b) to the extent such Contribution Claim
is determined to be valid, pursuant to a Final Order, the liability (if any) of
such Asbestos Insurance Entity that is not a Settled Asbestos Insurance Company
to the Asbestos PI Trust or the Reorganized Debtors (as applicable) shall be
reduced by the amount of such Contribution Claim.  (ii)Asbestos
Insurance Entities that are parties to Asbestos Insurance Reimbursement
Agreements shall be bound by the provisions of Section 7.2.2(d)(iv) with
respect to such Asbestos Insurance Reimbursement Agreements.  ARTICLE 8
INJUNCTIONS, RELEASES & DISCHARGE  8.1DISCHARGE  8.1.1Discharge of
the Debtors and Related Discharge Injunction  The rights afforded in this Plan and the treatment of all Claims, Plan
Claims, Demands and Equity Interests herein shall be in exchange for and shall
discharge all Claims, Plan Claims, Demands and Equity Interests of any nature
whatsoever, including any interest accrued thereon from and after the Petition
Date, against the Debtors and the Debtors in Possession, or their assets,
properties, or interests in property. 
Except as otherwise provided herein, on the Effective Date, all Claims,
Plan Claims, Demands against, and Equity Interests in the Debtors and the
Debtors in Possession shall be discharged. 
The Reorganized Debtors shall not be responsible for any obligations of
the Debtors or the Debtors in Possession except those expressly assumed by the
Reorganized Debtors pursuant to this Plan. 
All Entities shall be precluded and forever barred from asserting
against the Debtors and the Reorganized Debtors, or their assets, properties,
or interests in property any other or further Claims, Plan Claims, or Demands
based upon any act or  88


omission, transaction, or other activity, event, or occurrence of any
kind or nature that occurred prior to the Effective Date, whether or not the
facts of or legal bases therefor were known or existed prior to the Effective
Date, except as expressly provided in this Plan.  With respect to any debts discharged by operation of law under
Bankruptcy Code §§ 524(a) and 1141, the discharge of the Debtors operates
as an injunction against the commencement or continuation of an action, the
employment of process, or an act, to collect, recover, or offset any such debt
as a personal liability of the Debtors, whether or not the discharge of such
debt is waived; provided, however, that the
obligations of the Reorganized Debtors under this Plan and the other Plan
Documents to be entered into on the Effective Date are not so discharged.  8.1.2Discharge of
Liabilities to Holders of Asbestos PI Claims  The transfer to, vesting in, and assumption by the Asbestos PI Trust of
the Asbestos PI Trust Assets as contemplated by this Plan, among other things,
shall discharge the Debtors, the Reorganized Debtors and their Representatives
for and in respect of all Asbestos PI Claims, subject to the reservations
listed in Section 8.2.2 herein.  On
the Effective Date, the Asbestos PI Trust shall assume the liabilities of the
Debtors with respect to all Asbestos PI Claims and shall pay Asbestos PI Claims
entitled to payment in accordance with the Asbestos PI Trust Agreement and the
Asbestos PI TDP.  8.1.3Discharge of
Liabilities to Holders of Asbestos PD Claims  The transfer to, vesting in, and assumption by the Asbestos PD Trust of
the Asbestos PD Trust Assets as contemplated by this Plan, among other things,
shall discharge the Debtors, the Reorganized Debtors and their Representatives
for and in respect of all Asbestos PD Claims, subject to the reservations
listed in Section 8.3.2 herein.  On
the Effective Date, the Asbestos PD Trust shall assume the liabilities of the
Debtors with respect to all Asbestos PD Claims and shall pay Asbestos PD Claims
entitled to payment in accordance with the Asbestos PD Trust Agreement and any
Final Orders of the Bankruptcy Court allowing such claims.  8.1.4Discharge of
Liabilities to Holders of CDN ZAI PD Claims  The transfer to, vesting in, and assumption by the CDN ZAI PD Claims
Fund of the CDN ZAI PD Claims as contemplated by the CDN ZAI Minutes of
Settlement and this Plan, among other things, shall discharge the Debtors, the
Reorganized Debtors and their Representatives for and in respect of all CDN ZAI
PD Claims, subject to the reservations listed in Section 8.3.2
herein.  On the Effective Date, the CDN
ZAI PD Claims Fund shall assume the liabilities of the Debtors with respect to
all CDN ZAI PD Claims and shall pay CDN ZAI PD Claims entitled to payment in
accordance with the terms of the CDN ZAI Minutes of Settlement.  8.1.5Disallowed
Claims and Disallowed Equity Interests  On and after the Effective Date, the Debtors, the Reorganized Debtors
and their Representatives shall be fully and finally discharged of any
liability or obligation on a  89


Disallowed Claim or Disallowed Equity Interest, and any order creating
a Disallowed Claim that is not a Final Order as of the Effective Date solely
because of an Entitys right to move for reconsideration of such order pursuant
to Bankruptcy Code § 502 or Bankruptcy Rule 3008 shall nevertheless become
and be deemed to be a Final Order on the Effective Date.  8.1.6Non-Dischargeable
ERISA Liability  The Parent is a controlled group member within the meaning of 29 U.S.C.
§ 1301(a)(14) and may also be a contributing sponsor of one or more ongoing,
defined benefit pension plans to which Title IV of the ERISA applies (the Pension Plans).  The
Debtors intend that the Reorganized Parent will continue to be the continuing
sponsor of the Pension Plans.  Each of
the Pension Plans is a defined benefit pension plan insured by the Pension
Benefit Guaranty Corporation (PBGC)
under ERISA.  The Pension Plans are
subject to minimum funding requirements of ERISA and section 412 of the
IRC.  Should the Pension Plans be
underfunded and should the Pension Plans terminate, the PBGC may assert claims
for the underfunding, for any unpaid minimum funding contributions owed the
Pension Plan, and for any unpaid premiums owed the PBGC.  Nothing contained in this Plan, the Confirmation Order, the Bankruptcy
Code (including Bankruptcy Code § 1141), or any other document Filed in the
Chapter 11 Cases shall be construed to discharge, release or relieve the
Debtors, or any other party, in any capacity, from any liability or
responsibility to the PBGC with respect to the Pension Plans under any law,
governmental policy, or regulatory provision. 
The PBGC shall not be enjoined or precluded from enforcing such
liability or responsibility, as a result of any of the provisions of this Plan
(including those provisions providing for exculpation, satisfaction, release,
and discharge of Claims), the Confirmation Order, the Bankruptcy Code
(including Bankruptcy Code § 1141), or any other document Filed in the Chapter
11 Cases.  Notwithstanding the foregoing,
neither the PBGC nor any other Entity shall assert any liability or
responsibility with respect to the Pension Plans under any law, governmental
policy or regulatory provisions against, and such liability or responsibility
shall not attach to, the Asbestos PI Trust or any of the Asbestos PI Trust
Assets or the Asbestos PD Trust or any of the Asbestos PD Trust Assets.  8.2THE ASBESTOS PI CHANNELING INJUNCTION  In order to supplement, where necessary, the injunctive effect of the
discharge provided by Bankruptcy Code §§ 1141, 524(a), and 105 and as described
in this Article 8, and pursuant to the exercise of the equitable
jurisdiction and power of the Court under Bankruptcy Code § 524(g), the
Confirmation Order shall provide for issuance of the Asbestos PI Channeling
Injunction to take effect as of the Effective Date.  8.2.1Asbestos PI Channeling Injunction  On and after the Effective Date, the sole recourseof the Holder of an Asbestos PI Claim or a
Successor Claim arising out of or based on any Asbestos PI Claim on account
thereof shall be to the Asbestos PI Trust pursuant to the provisions of the
Asbestos PI Channeling Injunction and the Asbestos PI TDP and such Holder shall
have no right whatsoever at any time to assert its Asbestos PI Claim or
Successor Claim arising out of or based on any Asbestos PI Claim against  90


the Debtors, Reorganized Debtors, any other Asbestos Protected Party, oranyproperty or interest (including
any Distributions made pursuant to this Plan) in property of the Debtors, the
Reorganized Debtors, or any other Asbestos Protected Party.  Without limiting the foregoing, from and
after the Effective Date, the Asbestos PI Channeling Injunction shall apply to
all present and future Holders of Asbestos PI Claims or Successor Claims
arising out of or based on any Asbestos PI Claim, and all such Holders
permanently and forever shall be stayed, restrained, and enjoined from taking
any and all legal or other actions or making any Demand against any Asbestos
Protected Party  or any property or
interest (including Distributions made pursuant to this Plan) in property of
any Asbestos Protected Party for the purpose of, directly or indirectly,
claiming, collecting, recovering, or receiving any payment, recovery,
satisfaction, or any other relief whatsoever on, of, or with respect to any
Asbestos PI Claims or Successor Claims arising out of or based on any Asbestos
PI Claims other than from the Asbestos PI Trust in accordance with the Asbestos
PI Channeling Injunction and pursuant to the Asbestos PI Trust Agreement and
the Asbestos PI TDP, including:  (a)commencing,
conducting, or continuing in any manner, directly or indirectly, any suit,
action, or other proceeding (including a judicial, arbitration, administrative,
or other proceeding) in any forum against or affecting any Asbestos Protected Party,
or any property or interest in property of any Asbestos Protected Party;  (b)enforcing,
levying, attaching (including any prejudgment attachment), collecting, or
otherwise recovering by any means or in any manner, whether directly or
indirectly, any judgment, award, decree, or other order against any Asbestos
Protected Party, or any property or interest in property of any Asbestos
Protected Party;  (c)creating,
perfecting, or otherwise enforcing in any manner, directly or indirectly, any
Encumbrance against any Asbestos Protected Party, or any property or interest
in property of any Asbestos Protected Party;  (d)setting
off, seeking reimbursement of, indemnification or contribution from, or
subrogation against, or otherwise recouping in any manner, directly or
indirectly, any amount against any liability owed to any Asbestos Protected
Party, or any property or interest in property of any Asbestos Protected Party;
and  (e)proceeding
in any other manner with regard to any matter that is subject to resolution
pursuant to the Asbestos PI Trust, except in conformity and compliance with the
Asbestos PI Trust Agreement and the Asbestos PI TDP.  8.2.2Reservations from Asbestos PI Channeling
Injunction  Notwithstanding anything to the contrary in Section 8.2.1
above, the Asbestos PI Channeling Injunction issued pursuant to Section 8.2.1
shall not enjoin:  91


(a)the
rights of Entities to the treatment accorded them under this Plan, including
the rights of Entities with Asbestos PI Claims to assert such Asbestos PI
Claims in accordance with the Asbestos PI TDP;  (b)the
rights of Entities to assert any claim, debt, obligation or liability for
payment of expenses of theAsbestos PI Trust solely against the Asbestos PI Trust or the Asbestos PI Trust
Assets;  (c)the rights of the Asbestos PI Trust and,to
the extent permitted by the Asbestos Insurance Transfer Agreement, the
Insurance Contributors, to prosecute any cause of action or to assert any
Claim, Demand, debt, obligation, or liability for payment against any Entity
(but not the Sealed Air Indemnified Parties or the Fresenius Indemnified
Parties), including any Asbestos Insurance Entity, based on or arising from the
Asbestos Insurance Rights; and  (d)the
rights of the Asbestos PI Trust and, to the extent permitted by the Asbestos
Insurance Transfer Agreement, the Insurance Contributors, to receive any settlement,
award, payment of cash or other property of any kind whatsoever from any Entity
(but not the Sealed Air Indemnified Parties or the Fresenius Indemnified
Parties) including any Asbestos Insurance Entity in satisfaction of any
Asbestos Insurance Rights.  Except as otherwise expressly provided in
this Plan, the Sealed Air Settlement Agreement, or the Fresenius Settlement
Agreement, nothing contained in this Plan shall constitute or be deemed a
waiver of any claim, right, or cause of action that the Debtors, the
Reorganized Debtors, or the Asbestos PI Trust may have against any Entity in
connection with or arising out of or based on any Asbestos PI Claim.  Notwithstanding anything to the contrary in
this Section 8.2.2, in any other provision of this Plan, or in any Plan
Document (including the Asbestos PI Trust Agreement and the Asbestos PI TDP),
and for the avoidance of any doubt, following the transfer to the Asbestos PI
Trust of the Cryovac Payment (reduced by the total aggregate amount of
transfers to the Asbestos PD Trust by or on behalf of Cryovac, Inc. as
part of the Class 7A Initial Payment and the Class 7B Initial
Payment), (i) no Entity shall have any right to enforce any provision of
this Plan relating to the Cryovac Payment or the payment thereof against any of
the Sealed Air Indemnified Parties or any property or interest (including any
Distributions made pursuant to this Plan) in property of any of the Sealed Air
Indemnified Parties and (ii) the sole recourse of a Holder of an Asbestos
PI Claim against any of the Sealed Air Indemnified Parties or a Successor Claim
arising out of or based on any Asbestos PI Claim on account thereof, shall be
to the Asbestos PI Trust, and such Holder shall have no right whatsoever at any
time to assert its Asbestos PI Claim or Successor Claim arising out of or based
on any Asbestos PI Claim against any of the Sealed Air Indemnified Parties or
any property or interest (including any Distributions made pursuant to this
Plan) in property of any of the Sealed Air Indemnified Parties.  Notwithstanding anything to the contrary in
this Section 8.2.2, in any other provision of this Plan, or in any Plan
Document (including the Asbestos PI Trust and the Asbestos PI TDP), and for the
avoidance of any doubt, following the transfer to the Asbestos PI  92


Trust of the Fresenius Payment (reduced by
the total aggregate amount of transfers to the Asbestos PD Trust by or on
behalf of Fresenius as part of the Class 7A Initial Payment and the Class 7B
Initial Payment), (i) no Entity shall have any right to enforce any
provision of this Plan relating to the Fresenius Payment or the payment thereof
against any of the Fresenius Indemnified Parties or any property or interest
(including any Distributions made pursuant to this Plan) in property of any of
the Fresenius Indemnified Parties and (ii) the sole recourse of a Holder
of an Asbestos PI Claim against any of the Fresenius Indemnified Parties or a
Successor Claim arising out of or based on any Asbestos PI Claim on account
thereof, shall be to the Asbestos PI Trust, and such Holder shall have no right
whatsoever at any time to assert its Asbestos PI Claim or Successor Claim
arising out of or based on any Asbestos PI Claim against any of the Fresenius
Indemnified Parties or any property or interest (including any Distributions
made pursuant to this Plan) in property of any of the Fresenius Indemnified
Parties.  8.3THE ASBESTOS PD CHANNELING INJUNCTION  In order to supplement, where necessary, the
injunctive effect of the discharge provided by Bankruptcy Code §§ 1141, 524(a),
and 105 and as described in this Article 8, and pursuant to the exercise
of the equitable jurisdiction and power of the Court under Bankruptcy Code §
524(g), the Confirmation Order shall provide for issuance of the Asbestos PD
Channeling Injunction to take effect as of the Effective Date.  8.3.1Asbestos PD Channeling Injunction  On and after the Effective Date, (1) the
sole recourseof the Holder of an
Asbestos PD Claim or a Successor Claim arising out of or based on any Asbestos
PD Claim on account thereof shall be to the Asbestos PD Trust; and (2) the
sole recourse of a Holder of a CDN ZAI PD Claim or a Successor Claim arising
out of or based on any CDN ZAI PD Claim, shall be as set forth in the CDN ZAI
Minutes of Settlement, pursuant to the provisions of the Asbestos PD Channeling
Injunction and any Final Orders of the Bankruptcy Court allowing such claims,
and such Holders shall have no right whatsoever at any time to assert their
Asbestos PD Claim, Successor Claim arising out of or based on any Asbestos PD
Claim, CDN ZAI PD Claim, or Successor Claim arising out of or based on any CDN
ZAI PD Claim against the Debtors, Reorganized Debtors, any other Asbestos
Protected Party, oranyproperty
or interest (including any Distributions made pursuant to this Plan) in
property of the Debtors, the Reorganized Debtors, or any other Asbestos
Protected Party.  Without limiting the
foregoing, from and after the Effective Date, the Asbestos PD Channeling
Injunction shall apply to all present and future Holders of Asbestos PD Claims,
Successor Claims arising out of or based on any Asbestos PD Claim, CDN ZAI PD
Claims, and Successor Claims arising out of or based on any CDN ZAI PD Claims,
and all such Holders permanently and forever shall be stayed, restrained, and
enjoined from taking any and all legal or other actions or making any Demand
for the purpose of, directly or indirectly, claiming, collecting, recovering,
or receiving any payment, recovery, satisfaction, or any other relief
whatsoever on, of, or with respect to any Asbestos PD Claims, Successor Claims
arising out of or based on any Asbestos PD Claims, CDN ZAI PD Claims, or
Successor Claims arising out of or based on any CDN ZAI PD Claim other than
from the Asbestos PD Trust in accordance with the Asbestos PD Channeling
Injunction and pursuant to the Asbestos PD Trust Agreement in the case of
Asbestos PD Claims or in accordance with the Asbestos PD  93


Channeling Injunction and pursuant to the CDN
ZAI Minutes of Settlement in the case of CDN ZAI PD Claims, including:  (a)commencing,
conducting, or continuing in any manner, directly or indirectly, any suit,
action, or other proceeding (including a judicial, arbitration, administrative,
or other proceeding) in any forum against or affecting any Asbestos Protected
Party, or any property or interest in property of any Asbestos Protected Party;  (b)enforcing,
levying, attaching (including any prejudgment attachment), collecting, or
otherwise recovering by any means or in any manner, whether directly or
indirectly, any judgment, award, decree, or other order against any Asbestos
Protected Party, or any property or interest in property of any Asbestos
Protected Party;  (c)creating,
perfecting, or otherwise enforcing in any manner, directly or indirectly, any
Encumbrance against any Asbestos Protected Party, or any property or interest
in property of any Asbestos Protected Party;  (d)setting
off, seeking reimbursement of, indemnification or contribution from, or
subrogation against, or otherwise recouping in any manner, directly or
indirectly, any amount against any liability owed to any Asbestos Protected
Party, or any property or interest in property of any Asbestos Protected Party;
and  (e)proceeding
in any other manner with regard to any matter that is subject to resolution
pursuant to the Asbestos PD Trust, except in conformity and compliance with the
Asbestos PD Trust Agreement in the case of Asbestos PD Claims, or proceeding in
any other manner with regard to any matter that is subject to resolution
pursuant to the CDN ZAI Minutes of Settlement in the case of CDN ZAI PD Claims.  8.3.2Reservations from Asbestos PD Channeling
Injunction  Notwithstanding anything to the contrary in Section 8.3.1
above, the Asbestos PD Channeling Injunction issued pursuant to Section 8.3.1
shall not enjoin:  (a)the
rights of Entities to the treatment accorded them under this Plan, including
the rights of Entities with Asbestos PD Claims to assert such Asbestos PD
Claims in accordance with the PD Settlement Agreements, the Class 7A Case
Management Order or the ZAI TDP, and the rights of Entities with CDN ZAI PD
Claims to assert such CDN ZAI PD Claims in accordance with the provisions set
forth in the CDN ZAI Minutes of Settlement. 
For the avoidance of doubt, such rights shall include the rights of an
Entity holding an Allowed Asbestos PD Claim under a PD Settlement Agreement to
enforce the provisions of this Plan which  94


contemplate
that on the Effective Date, the Asbestos PD Initial Payment will be made to the
Asbestos PD Trust in an amount sufficient to permit the Asbestos PD Trust to
make all payments, in full, on account of and as required by PD Settlement
Agreements as contemplated by this Plan; and  (b)the
rights of Entities to assert any claim, debt, obligation or liability for
payment of expenses of theAsbestos PD Trust solely against the Asbestos PD Trust or the Asbestos PD Trust
Assets.  Except as otherwise expressly provided in
this Plan, the Sealed Air Settlement Agreement, or the Fresenius Settlement
Agreement, nothing contained in this Plan shall constitute or be deemed a
waiver of any claim, right, or cause of action that the Debtors, the
Reorganized Debtors, or the Asbestos PD Trust may have against any Entity in
connection with or arising out of or based on any Asbestos PD Claim or CDN ZAI
PD Claim.  Notwithstanding anything to
the contrary in this Section 8.3.2, in any other provision of this Plan,
or in any Plan Document (including the Asbestos PD Trust Agreement, the CDN ZAI
Minutes of Settlement, the ZAI TDP, and the Class 7A Case Management
Order), and for the avoidance of any doubt, following the transfer to the
Asbestos PD Trust of Cryovac, Inc.s share of the Asbestos PD Initial
Payment by or on behalf of Cryovac, Inc., (i) no Entity shall have
any right to enforce any provision of this Plan relating to the Asbestos PD
Initial Payment or the payment thereof against any of the Sealed Air
Indemnified Parties or any property or interest (including any Distributions
made pursuant to this Plan) in property of any of the Sealed Air Indemnified
Parties and (ii) the sole recourse of a Holder of an Asbestos PD Claim or
CDN ZAI PD Claim against any of the Sealed Air Indemnified Parties or a
Successor Claim arising out of or based on any Asbestos PD Claim or CDN ZAI PD
Claim on account thereof, shall be to the Asbestos PD Trust or as set forth in
the CDN ZAI Minutes of Settlement (as applicable), and such Holder shall have
no right whatsoever at any time to assert its Asbestos PD Claim, CDN ZAI PD
Claim, or Successor Claim arising out of or based on any Asbestos PD Claim or
CDN ZAI PD Claim against any of the Sealed Air Indemnified Parties or any
property or interest (including any Distributions made pursuant to this Plan)
in property of any of the Sealed Air Indemnified Parties.  Notwithstanding anything to the contrary in
this Section 8.3.2, in any other provision of this Plan, or in any Plan
Document (including the Asbestos PD Trust Agreement, the CDN ZAI Minutes of
Settlement, the ZAI TDP, and the Class 7A Case Management Order), and for
the avoidance of any doubt, following the transfer to the Asbestos PD Trust of
Fresenius share of the Asbestos PD Initial Payment by or on behalf of
Fresenius, (i) no Entity shall have any right to enforce any provision of
this Plan relating to the Asbestos PD Initial Payment or the payment thereof
against any of the Fresenius Indemnified Parties or any property or interest
(including any Distributions made pursuant to this Plan) in property of any of
the Fresenius Indemnified Parties and (ii) the sole recourse of a Holder
of an Asbestos PD Claim or CDN ZAI PD Claim against any of the Fresenius
Indemnified Parties or a Successor Claim arising out of or based on any
Asbestos PD Claim or CDN ZAI PD Claim on account thereof, shall be to the
Asbestos PD Trust or as set forth in the CDN ZAI Minutes of Settlement (as applicable),
and such Holder shall have no right whatsoever at any time to assert its
Asbestos PD Claim, CDN ZAI PD Claim, or Successor Claim arising out of or based
on any Asbestos PD Claim or CDN ZAI PD Claim against any of the Fresenius
Indemnified Parties or any property or interest (including any Distributions
made pursuant to this Plan) in property of any of the Fresenius Indemnified
Parties.  95


8.4ASBESTOS
INSURANCE ENTITY INJUNCTION  Pursuant to the exercise of the equitable
jurisdiction and power of the Court under Bankruptcy Code § 105(a), the
Confirmation Order shall provide for issuance of the Asbestos Insurance Entity
Injunction to take effect as of the Effective Date.  8.4.1Asbestos
Insurance Entity Injunction  8.4.1.1Injunction for the Benefit of the Asbestos PI Trust  (a)          All
Entities that have held or asserted, that hold or assert, or that may in the
future hold or assert, any claim or cause of action against any Asbestos
Insurance Entity, based upon, or arising out of, any Asbestos PI Claim against
the Debtors or any Asbestos Insurance Rights, whenever and wherever arisen or
asserted (including all claims in the nature of or sounding in tort, or under
contract, warranty, or any other theory of law, equity, or admiralty) shall be
stayed, restrained, and enjoined from taking any action for the purpose of
directly or indirectly claiming, collecting, recovering, or receiving any
payment, recovery, satisfaction, or any other relief whatsoever on, of, or with
respect to any such claim or cause of action, including:  (i)                 commencing, conducting, or
continuing, in any manner, directly or indirectly, any suit, action, or other
proceeding (including a judicial, arbitration, administrative, or other proceeding
in any forum) against or affecting any Asbestos Insurance Entity, or any
property or interest in property of any Asbestos Insurance Entity;  (ii)                enforcing, levying, attaching
(including any prejudgment attachment), collecting, or otherwise recovering by
any means or in any manner, whether directly or indirectly, any judgment,
award, decree, or other order against any Asbestos Insurance Entity, or any
property or interest in property of any Asbestos Insurance Entity;  (iii)               creating, perfecting, or otherwise
enforcing in any manner, directly or indirectly, any Encumbrance against any
Asbestos Insurance Entity, or any property or interest in property of any
Asbestos Insurance Entity;  (iv)               setting off, seeking
reimbursement of, indemnification or contribution from, or subrogation against,
or otherwise recouping in any manner, directly or indirectly, any amount
against any liability owed to any Asbestos Insurance Entity, or any property or
interest in property of any Asbestos Insurance Entity; and  (v)                proceeding in any other
manner with regard to any matter that is subject to resolution pursuant to the
Asbestos PI Trust, except in conformity and compliance with the Asbestos PI
Trust Agreement, the  96


Asbestos PI TDP, and the appropriate Asbestos
Insurance Settlement Agreements.  (b)          The
Asbestos PI Trust shall have the sole and exclusive authority at any time to
terminate, reduce or limit the scope of, the Asbestos Insurance Entity
Injunction issued pursuant to Section 8.4.1.1 as it may apply to any
Asbestos Insurance Entity upon express written notice to that Asbestos
Insurance Entity; and  (c)          The
Asbestos Insurance Entity Injunction is not issued for the benefit of any
Asbestos Insurance Entity, and no Asbestos Insurance Entity is or may become a
third-party beneficiary of the Asbestos Insurance Entity Injunction.  8.4.1.2Reservations from the Injunction for the Benefit of the Asbestos PI
Trust  Notwithstanding
anything to the contrary in Section 8.4.1.1 above, the Asbestos Insurance
Entity Injunction issued pursuant to Section 8.4.1.1 shall not enjoin:  (a)the rights of
any Entity to the treatmentaccorded it under this Plan;  (b)the rights of the
Asbestos PI Trust or, to the extent provided in the Asbestos Insurance Transfer
Agreement, any of the Insurance Contributors, to prosecute any cause of action
or to assert any claim, demand, debt, obligation, or liability for payment
against any Entity (but not the Sealed Air Indemnified Parties or the Fresenius
Indemnified Parties), including any Asbestos Insurance Entity or any property
or interest in property of any Asbestos Insurance Entity, based on or arising
from the Asbestos Insurance Rights for the Asbestos PI Trusts benefit; and  (c)the rights of the
Asbestos PI Trust or, to the extent provided in the Asbestos Insurance Transfer
Agreement, any of the Insurance Contributors, to receive any settlement, award,
payment of Cash or other property of any kind whatsoever from any Entity (but
not the Sealed Air Indemnified Parties or the Fresenius Indemnified Parties),
including any  Asbestos Insurance Entity
or any property or interest in property of any Asbestos Insurance Entity, in
satisfaction of any Asbestos Insurance Rights that the Asbestos PI Trust or any
of the Insurance Contributors may have against any of the foregoing.  8.5SUCCESSOR
CLAIMS INJUNCTION  Pursuant to the exercise of the equitable
jurisdiction and power of the Court under Bankruptcy Code § 105(a), the
Confirmation Order shall provide for issuance of the Successor Claim Injunction
to take effect as of the Effective Date.  97


8.5.1Injunction  All Entities that have held or asserted, that
hold or assert, or that may in the future hold or assert, any Successor Claim
based on or arising from, in whole or in part, directly or indirectly, the
Cryovac Transaction or Fresenius Transaction (other than Successor Claims
arising out of or based on any Asbestos PI Claim, Asbestos PD Claim, or CDN ZAI
PD Claim) against any Asbestos Protected Party shall be stayed, restrained, and
enjoined from taking any and all legal or other actions or making any demand
for the purpose of directly or indirectly claiming, collecting, recovering, or
receiving any payment, recovery, satisfaction, or any other relief whatsoever
on, of, or with respect to any such Successor Claim, including:  (a)commencing,
conducting, or continuing in any manner, directly or indirectly, any suit,
action, or other proceeding (including a judicial, arbitration, administrative,
or other proceeding) in any forum against or affecting any Asbestos Protected
Party, or any property or interest in property of any Asbestos Protected Party;  (b)enforcing,
levying, attaching (including any prejudgment attachment), collecting, or
otherwise recovering by any means or in any manner, whether directly or
indirectly, any judgment, award, decree, or other order against any Asbestos
Protected Party, or any property or interest in property of any Asbestos Protected
Party;  (c)creating,
perfecting, or otherwise enforcing in any manner, directly or indirectly, any
Encumbrance against any Asbestos Protected Party, or any property or interest
in property of any Asbestos Protected Party;  (d)setting off,
seeking reimbursement of, indemnification or contribution from, or subrogation
against, or otherwise recouping in any manner, directly or indirectly, any
amount against any liability owed to any Asbestos Protected Party, or any
property or interest in property of any Asbestos Protected Party; and  (e)proceeding
in any other manner with regard to any Successor Claim based on or arising
from, in whole or in part, directly or indirectly, the Cryovac Transaction or
Fresenius Transaction (other than Successor Claims arising out of or based on
any Asbestos PI Claim, Asbestos PD Claim, or CDN ZAI PD Claim).  8.6INJUNCTIONS
AND RELEASES RELATED TO THE SEALED AIR INDEMNIFIED PARTIES AND FRESENIUS
INDEMNIFIED PARTIES  As required by the Sealed Air Settlement Agreement, the Sealed Air
Settlement Order, the Fresenius Settlement Agreement, and the Fresenius
Settlement Order, the injunctions and releases outlined in this Plan, including
the Asbestos PI Channeling Injunction and Asbestos PD Channeling Injunction
provided under Bankruptcy Code § 524(g) and the Successor Claims
Injunction provided under Bankruptcy Code § 105(a), shall absolutely and
unequivocally extend to and protect the Sealed Air Indemnified Parties and the
Fresenius Indemnified Parties.  98


8.7TERM
OF CERTAIN INJUNCTIONS AND AUTOMATIC STAY  8.7.1Injunctions
and/or Automatic Stays in Existence Immediately prior to Confirmation  All of the injunctions and/or automatic stays
provided for in or in connection with the Chapter 11 Cases, whether pursuant to
Bankruptcy Code §§ 105, 362, or any other provision of the Bankruptcy Code or
other applicable law, in existence immediately prior to the Confirmation Date
shall remain in full force and effect until the injunctions set forth in this
Plan become effective, and thereafter if so provided by this Plan, the
Confirmation Order, or by their own terms. 
In addition, on and after the Confirmation Date, the Reorganized Debtors
or the Plan Proponents, acting together, may seek such further orders as they
may deem necessary or appropriate to preserve the status quo during the time
between the Confirmation Date and the Effective Date.  8.7.2Injunctions
Provided for in this Plan  Each of the injunctions provided for in this Plan shall become
effective on the Effective Date and shall continue in effect at all times
thereafter unless otherwise provided by this Plan.  Notwithstanding anything to the contrary
contained in this Plan, all actions in the nature of those to be enjoined by
such injunctions shall be enjoined during the period between the Confirmation
Date and the Effective Date.  8.8ADDITIONAL
RELEASES AND INDEMNIFICATION  8.8.1Release of
Sealed Air Indemnified Parties  On or prior to the Effective Date, (i) the SA Debtors, the Asbestos PD Committee, and the
Asbestos PI Committee shall execute and deliver the Release(as defined in the
Sealed Air Settlement Agreement); (ii) the Government Plaintiff (as
defined in the Sealed Air Settlement Agreement) shall execute and deliver the Government
Release (as defined in the Sealed Air
Settlement Agreement); and (iii) the Asbestos PI Committee and the
Asbestos PD Committee shall deliver the Fresenius Release (as defined in the
Sealed Air Settlement Agreement), all as provided for in the Sealed Air Settlement Agreement. 
In addition, in consideration for the Cryovac Payment, each of the SA
Non-Debtor Affiliates shall irrevocably release,
acquit, and forever discharge the Sealed Air Indemnified Parties from
any and allpresent and future Asbestos-Related Claims and Demands related
thereto and any and all present and future SA Claims, Canadian Claims, SA
Debts, and SA Damages on the basis of, and arising from, or attributable to (in
whole or in part, directly or indirectly) the Fresenius Transaction that have
accrued or been asserted or that hereafter might accrue or be asserted against the Sealed Air Indemnified
Parties, and that each Non-Debtor Affiliate shall not institute, participate
in, maintain, maintain a right to or assert against the Sealed Air Indemnified Parties, either directly or
indirectly, on its own behalf, derivatively, or on behalf of any other Entity
any and all present and future Asbestos-Related Claims and Demands related
thereto,and any and all claims present and future
SA Claims, Canadian Claims, SA Debts, and SA Damages on the basis of,  99


arising from,
or attributable to (in whole or in part, directly or indirectly) the Fresenius
Transaction.  The SA Debtors
and the Reorganized Debtorsshall defend,
indemnify, and hold harmless each of the Sealed Air Indemnified Parties as
provided in, and to the extent set forth, in the Sealed Air Settlement
Agreement.  The SA Debtors shall, jointly and severally,
at their sole expense, indemnify, defend, and hold harmless the Sealed Air
Indemnified Parties from and against (1) any and all present and future
Asbestos-Related Claims and Demands related thereto and all SA Indemnified
Taxes, (2) any and all losses, costs, and expenses incurred as a result of
any breach of any of the SA Debtors or SA Non-Debtor Affiliates obligations,
covenants, and agreements set forth or referred to in the Sealed Air Settlement
Agreement, including any such obligation, covenant, or agreement of any SA
Debtor or SA Non-Debtor Affiliates set forth in the Plan or Confirmation Order,
(3) if any SA Non-Debtor Affiliate has not executed and delivered a Release
(as defined in the Sealed Air Settlement Agreement), any and all
Asbestos-Related Claims and Demands related thereto based on, arising out of,
or attributable to, directly or indirectly, in whole or in part, such SA
Non-Debtor Affiliate and (4) any and all attorneys fees or costs and
expenses attributable to any SA Indemnity Claim (as defined in Section 7.7(hh)
above); provided, however, that
in each case such indemnification shall not apply to Excluded Fees (as
defined in the Sealed Air Settlement Agreement) and provided, further, that nothing in the Sealed Air Settlement
Agreement or this Plan, shall adversely affect any rights of any Entity to file
and pursue, or object to, a proof of claim for Excluded Fees in the Chapter 11
Cases.  Each SA Debtor shall execute and deliver an
indemnity agreement in favor of the Released Parties in the form annexed as Exhibit 6
to the Sealed Air Settlement Agreement. 
The SA Debtors Indemnity Obligation (and the obligations, covenants,
and agreements of each of the SA Debtors and SA Non-Debtor Affiliates set forth
or referred to in the Sealed Air Settlement Agreement, including any such
obligation, covenant, or agreement of any SA Debtor or SA Non-Debtor Affiliate
set forth in the Plan or Confirmation Order) shall not be discharged, expunged,
estimated, or otherwise adversely affected in or by the Chapter 11 Cases or by
the confirmation of the Plan.  The SA Debtors
Indemnity Obligation (and the obligation, covenants, and agreements of each of
the SA Debtors and SA Non-Debtor Affiliates set forth or referred to in the
Sealed Air Settlement Agreement, including any such obligation, covenant, or
agreement of any SA Debtor or SA Non-Debtor Affiliate set forth in the Plan or
Confirmation Order) shall continue unaffected as a post-confirmation obligation
of each of the Reorganized Debtors.  8.8.2Reservation
of Rights With Respect to Cryovac Transaction Contractual Obligations  Notwithstanding anything to the contrary in
this Plan, any of the Plan Documents, or the Confirmation Order, nothing in
this Plan, any of the Plan Documents, or the Confirmation Order (including any
other provision that purports to be preemptory or supervening) shall in any way
operate to, or have the effect of, impairing or limiting the contractual
rights, obligations, and  100


defenses of any of the Sealed Air Indemnified
Parties or the Debtors and the Non-Debtor Affiliates with respect to
outstanding claims arising out of the interpretation or application of the
documents governing the Cryovac Transaction. 
All such contractual rights, obligations, and defenses shall survive
confirmation and the Debtors discharge and remain fully effective and
enforceable after the Effective Date.  8.8.3Release of
Fresenius Indemnified Parties  Upon receipt of the Fresenius Payment, the
Debtors, the Reorganized Debtors, the Asbestos PI Committee, and the Asbestos
PD Committeewill each fully, finally and
forever release, relinquish and discharge each and every Fresenius Indemnified
Party from any and all Grace-Related Claims, including, for the avoidance of
doubt, claims and causes of action under chapter 5 of the Bankruptcy Code or
similar claims or causes of action under state or any other law, that the
Debtors, the Reorganized Debtors, the Asbestos PI Committee or the Asbestos PD
Committee have asserted or could have asserted in the Bankruptcy Court or any
other forum against any of the Fresenius Indemnified Parties and the release
that is attached as Appendix B to the Fresenius Settlement Agreement shall
become effective.  Upon receipt of the
Fresenius Payment, in addition to the more limited duties of indemnification by
the Debtors to the Fresenius Indemnified Parties under Article III of the
Fresenius Settlement Agreement, the Debtors and the Reorganized Debtors shall
indemnify, defend and hold harmless the Fresenius Indemnified Parties as
provided in and to the extent set forth in the Fresenius Settlement
Agreement.  Without limiting the
foregoing, pursuant to Section 3.05 of the Fresenius Settlement Agreement,
the Debtors and the Reorganized Debtors shall indemnify, defend and hold
harmless the Fresenius Indemnified Parties from Fresenius Indemnified Taxes
and, to the extent provided in the Fresenius Settlement Agreement, any and all
losses, costs, and expenses incurred as a result of any breach of the Estate
Parties obligations, covenants, and agreements set forth or referred to in the
Fresenius Settlement Agreement.  8.8.4Assumption of
1998 Tax Sharing Agreement and Section 4.04 of the TSIA  (a)           The
Confirmation Order shall constitute an order authorizing the assumption by each
of the Debtors of the 1998 Tax Sharing Agreement.  The 1998 Tax Sharing Agreement shall be an
assumed agreement of each of the Debtors (including Grace New York and
Grace-Conn) pursuant to 11 U.S.C. § 365 and nothing contained in, or
contemplated by, this Plan, the Confirmation Order, or the Sealed Air
Settlement Agreement shall adversely affect the rights of the Debtors, Sealed
Air Corporation or any of their Affiliates under the 1998 Tax Sharing
Agreement.  (b)           The
Confirmation Order shall constitute an order authorizing the assumption by each
of the Debtors of Section 4.04 of the TSIA.  Section 4.04 of the TSIA shall be an
assumed agreement of each of the Debtors (including Grace New York and
Grace-Conn) pursuant to 11 U.S.C. § 365 and nothing contained in, or
contemplated by, this Plan, the Confirmation Order, or the Fresenius Settlement
Agreement shall adversely affect the rights of the Debtors, Fresenius or any of
their Affiliates under Section 4.04 of the TSIA.  101


8.8.5Effect of the
Fresenius Settlement Agreement, the Fresenius Settlement Order, and the Sealed
Air Settlement Agreement.  Notwithstanding anything to the contrary in
this Plan, any of the Plan Documents, or the Confirmation Order, nothing in
this Plan, any of the Plan Documents, or the Confirmation Order (including any
other provision that purports to be preemptory or supervening) shall in any way
operate to, or have the effect of, impairing or limiting the legal, equitable,
or contractual rights or obligations of the Sealed Air Indemnified Parties, the
Fresenius Indemnified Parties, or the Debtors, the Reorganized Debtors, the
other Estate Parties, and the Non-Debtor Affiliates, respectively, pursuant to
the Sealed Air Settlement Agreement, the Sealed Air Settlement Order, the
Fresenius Settlement Agreement or the Fresenius Settlement Order, as
applicable, each of which is expressly made a part of this Plan and
incorporated in this Plan by reference.  8.8.6Release of
Avoidance Actions.  Effective as of the Effective Date, the Debtors and the Reorganized
Debtors fully, finally and forever release, relinquish and discharge each and
every claim, cause of action, or right of the Debtors, the Reorganized
Debtors or any of them, arising under the Bankruptcy Code, including any
avoidance or recovery actions under sections 544, 545, 547, 548, 549, 550, 551
and 553 of the Bankruptcy Code, or under any similar state statutes, which seek
recovery of or with respect to any payment by, or transfer of any interest in property
of, any of the Debtors or the Debtors in Possession on account of an Asbestos
PI Claim, Asbestos PD Claim, or CDN ZAI PD Claim, or any claim that would
have constituted an Asbestos PI Claim, Asbestos PD Claim, or CDN ZAI
PD Claim had such payment or transfer not been made.  Notwithstanding the foregoing, the release
provided in this Section 8.8.6 shall supplement the other releases and
injunctions provided by the Debtors and Reorganized Debtors to the Sealed Air
Indemnified Parties and the Fresenius Indemnified Parties pursuant to this Plan
and nothing in this Section 8.8.6 in any way limits or modifies, nor shall
be construed to in any way limit or modify, the scope of such releases.  8.8.7Specific
Releases by Holders of Claims or Equity Interests.  Without
limiting any other provisions of this Plan, each Holder of a Claim or Equity
Interest who votes in favor of this Plan shall be deemed to unconditionally
have released the Asbestos Protected Parties, the Unsecured Creditors
Committee, the Asbestos PI Committee, the Asbestos PD Committee, the Equity
Committee, Asbestos PI FCR, and the Asbestos PD FCR, and each such partys
Representatives, as of the Effective Date, from any and all claims, SA Claims,
SA Damages, obligations, rights, suits, judgments, damages, causes of action,
remedies, and liabilities of any nature whatsoever, whether known or unknown,
foreseen or unforeseen, matured or unmatured, existing or hereafter arising, in
law, equity, or otherwise, that such Holder would have been legally entitled to
assert in its own right (whether individually or collectively), based in whole
or in part upon any act or omission, transaction, agreement, event, or other
occurrence taking place on or before the Effective Date in any way relating or
pertaining to, the Debtors or the Reorganized Debtors, their operations on or
before the Effective Date, their respective property, the Chapter 11 Cases, or
the negotiation, formulation, and preparation of this Plan or any related
agreements, instruments, or other documents. 
In addition to the foregoing,  102


each Holder of a Claim or Equity Interest who
receives or retains any property under this Plan shall also be deemed to
unconditionally release the Fresenius Indemnified Parties to the same extent as
the release in the preceding sentence. 
This section is not intended to preclude a Governmental Unit from
enforcing its police and regulatory powers.  8.8.8Release by
Debtors and Estate Parties.  Effective as of the Confirmation Date, but subject to the occurrence of
the Effective Date, for good and valuable consideration, to the fullest extent
permissible under applicable law, each Debtor, in its individual capacity and
as a debtor-in-possession for and on behalf of its estate and its Affiliates,
and the Reorganized Debtors on their own behalf and as representatives of their
respective estates and their Affiliates, and their respective successors,
assigns and any and all Entities who may purport to claim by, through, for or
because of them, are hereby deemed to release and waive conclusively,
absolutely, unconditionally, irrevocably, and forever each and all of the
Debtors and their Non-Debtor Affiliates Representatives and their respective
properties (the Released Parties), from any and all claims, obligations,
rights, suits, damages, remedies, liabilities, or causes of action in any
manner arising from, based on, or relating to, in whole or in part, the
Debtors, the Debtors property, the Chapter 11 Cases, the purchase, sale, or
rescission of the purchase or sale of any security of the Debtors, the subject
matter of, or the transactions or events giving rise to, any Claim or Interest
that is treated in this Plan, the restructuring of Claims and Interests prior
to or in the Chapter 11 Cases, the negotiation, formulation, or preparation of
the Plan and the Disclosure Statement, or related agreements, instruments, or
other documents, involving any act, omission, transaction, agreement,
occurrence, or event taking place on or before the Effective Date, other than
any act or omission of a Released Party that constitutes willful
misconduct.  Any act or omission taken
with the approval of the Bankruptcy Court will be conclusively deemed not to
constitute willful misconduct.  8.8.9Indemnification
of Representatives of the Debtors and Non-Debtor Affiliates.  The
Reorganized Debtors will defend, indemnify, and hold harmless to the fullest
extent permitted by applicable law, all Representatives of the Debtors, and all
Representatives of the Non-Debtor Affiliates, on and after the Effective Date
for all claims, obligations, rights, suits, damages, causes of action,
remedies, and liabilities whatsoever that are purported to be released pursuant
to Sections 8.8.7 and 8.8.8 herein. 
Nothing herein is intended to, and shall not, alter in any way the
rights of the present and/or former officers and/or directors of the Debtors
and the Non-Debtor Affiliates, under the Debtors By-Laws and/or Certificate of
Incorporation, and the Non-Debtor Affiliates applicable bylaws and/or
certificates of incorporation, whatever those rights may be.  8.8.10Indemnification of
Reorganized Debtors and Their Representatives by the Asbestos PI Trust.  From and after
the Effective Date, the Asbestos PI Trust shall protect, defend, indemnify and
hold harmless, to the fullest extent permitted by applicable law each of the
Reorganized Debtors and their Representatives from and against: (a) any
and all Asbestos PI Claims or  103


Successor Claims arising out of
or based on any Asbestos PI Claim to the extent they are subject to the
Asbestos PI Channeling Injunction, together with any and all related Damages, (b) any
and all Damages relating to Asbestos PI Claims or Successor Claims purported to
be covered by the Asbestos PI Channeling Injunction, to the extent that such
Asbestos PI Claims or Successor Claims are brought in jurisdictions outside of
the United States of America or are not otherwise, for any reason, subject to
the Asbestos PI Channeling Injunction, (c) any and all claims or Damages
arising out of, resulting from, or attributable to, directly or indirectly, the
assignment, transfer or other provision to the Asbestos PI Trust of the
Asbestos Insurance Rights, and (d) any and all claims or Damages arising
out of Asbestos PI Claims, to the extent such Claims or Damages are based upon
claims brought by, on behalf of or in the name of the Asbestos PI Trust on
account of or derived from the Asbestos PI Trust Assets; provided however, that notwithstanding the
foregoing, none of the Reorganized Debtors nor any of their Representatives
shall be entitled to be protected, defended, indemnified or held harmless from
any criminal proceeding or any claims or Damages arising out of, resulting
from, or attributable to, directly or indirectly, the criminal proceeding
styled United States v. W. R. Grace &
Co., et al.,Case No. CR-05-07-M-DWM (D. Mont.) or any similar
or related proceeding or any settlement thereof.  If there shall be pending any claim against
the Asbestos PI Trust for indemnification under this Section 8.8.10, the
Asbestos PI Trust shall maintain sufficient assets (as determined in good faith
by the Asbestos PI Trustees of the Asbestos PI Trust) to fund any payments in
respect of that claim for indemnification. 
For purposes of this Section only, Damages to any Entity covered
by the indemnity in this Section 8.8.10 shall mean any cost, damage
(including any consequential, exemplary, punitive, or treble damage) or expense
(including reasonable fees and actual disbursements by attorneys, consultants,
experts, or other Representatives and costs of litigation) imposed upon that
Entity.  The Reorganized Debtors shall provide
prompt notice to the Asbestos PI Trust upon becoming aware of the basis for any
claim for indemnification under this Section 8.8.10.  8.8.11Indemnification of
the Reorganized Debtors and Their Representatives by the Asbestos PD Trust.  From and after
the Effective Date, the Asbestos PD Trust shall protect, defend, indemnify and
hold harmless, to the fullest extent permitted by applicable law each of the
Reorganized Debtors and their Representatives from and against: (a) any
and all Asbestos PD Claims or Successor Claims arising out of or based on any
Asbestos PD Claim to the extent they are subject to the Asbestos PD Channeling
Injunction, together with any and all related Damages, (b) any and all
Damages relating to Asbestos PD Claims or Successor Claims purported to be
covered by the Asbestos PD Channeling Injunction, to the extent that such
Asbestos PD Claims or Successor Claims are brought in jurisdictions outside of
the United States of America (other than Canada) or are not otherwise, for any
reason, subject to the Asbestos PD Channeling Injunction, and (c) any and
all claims or Damages arising out of Asbestos PD Claims, to the extent such
Claims or Damages are based upon claims brought by, on behalf of or in the name
of the Asbestos PD Trust on account of or derived from the Asbestos PD Trust
Assets; provided however, that
notwithstanding the foregoing, none of the Reorganized Debtors nor any of their
Representatives shall be entitled to be protected, defended, indemnified or
held harmless from any criminal proceeding or any claims or Damages arising out
of, resulting from, or attributable to, directly or indirectly, the criminal
proceeding styled United States v. W. R.
Grace & Co., et al.,Case No. CR-05-07-M-SWM (D.
Mont.) or any similar or related proceeding or any  104


settlement thereof.  If there shall be pending any claim against
the Asbestos PD Trust for indemnification under this Section 8.8.11, the
Asbestos PD Trust shall maintain sufficient assets (as determined in good faith
by the Asbestos PD Trustees of the Asbestos PD Trust) to fund any payments in
respect of that claim for indemnification. 
For purposes of this Section only, Damages to any Entity covered
by the indemnity in this Section 8.8.11 shall mean any cost, damage (including
any consequential, exemplary, punitive, or treble damage) or expense (including
reasonable fees and actual disbursements by attorneys, consultants, experts, or
other Representatives and costs of litigation) imposed upon that Entity.  The Reorganized Debtors shall provide prompt
notice to the Asbestos PD Trust upon becoming aware of the basis for any claim
for indemnification under this Section 8.8.11.  ARTICLE 9
EXECUTORY CONTRACTS, UNEXPIRED
LEASES, LETTERS OF CREDIT, SURETY BONDS,
COMPENSATION, INDEMNITY AND BENEFIT PROGRAMS  9.1ASSUMPTION
OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES  9.1.1Assumption
Generally.  Except for (i) executory
contracts and unexpired leases that the Debtors reject prior to the Effective
Date or designate (on a list set forth in Exhibit 18 in the Exhibit Book)
as being subject to rejection in connection with the Effective Date; (ii) the
TSIA which shall be terminated (except for Section 4.04) upon the
effective date of the Fresenius Settlement Agreement; and (iii) agreements,
to the extent executory, that create an obligation of the Debtors to reimburse
or indemnify third parties with respect to Asbestos PI Claims, Asbestos PD
Claims or CDN ZAI PD Claims (other than all Asbestos Insurance Policies,
Asbestos Insurance Settlement Agreements, and Asbestos In-Place Insurance
Coverage, Asbestos Insurance Reimbursement Agreements, to the extent they are
executory, and the 1998 Tax Sharing Agreement), all executory contracts and
unexpired leases (including all Asbestos Insurance Policies, Asbestos Insurance
Settlement Agreements, and Asbestos In-Place Insurance Coverage, Asbestos
Insurance Reimbursement Agreements, to the extent they are executory; the 1998
Tax Sharing Agreement; and the cost sharing agreement between the Debtors, Unifirst
Corporation, and Beatrice Company, dated November 16, 1990 and described
at Section 2.8.2 of the Disclosure Statement) not previously assumed by
the Debtors pursuant to Bankruptcy Code § 365 shall be deemed to have been
assumed by the Reorganized Debtors on the Effective Date, and this Plan shall
constitute a motion to assume such executory contracts and unexpired leases as
of the Effective Date.  9.1.2Assumption
Procedures.  Subject to the occurrence of the Effective
Date, entry of the Confirmation Order shall constitute express approval of the
assumption of the executory contracts and unexpired leases described in Section 9.1.1
pursuant to Bankruptcy Code § 365(a) and a finding by the Bankruptcy Court
that each such assumption is in the best interests of the Debtors, their
estates, and all parties in interest in the Chapter 11 Cases.  105


Not later than twenty (20) days after entry
of the Confirmation Order, the Debtors will File with the Bankruptcy Court an
exhibit (the Cure Exhibit)
setting forth those executory contracts and unexpired leases which are being
assumed by the Debtors and as to which the Debtors believe that cure amounts
are owing, together with the respective cure amounts due for each such
executory contract or assumed lease.  The
Debtors shall serve the Cure Exhibit on each non-Debtor party to an
executory contract or unexpired lease being assumed pursuant to the Plan,
including those listed on such exhibit. 
If there is a dispute regarding (i) the nature or amount of any
cure, (ii) the ability of a Reorganized Debtor or assignee to provide adequate
assurance of future performance (within the meaning of section 365 of the
Bankruptcy Code) under the contract or lease to be assumed or (iii) any
other matter pertaining to assumption, cure will occur following the entry of a
Final Order resolving the dispute and approving the assumption.  With respect to any executory contracts or
unexpired leases which are being assumed by the Debtors but as to which the
Debtors contend that no cure amounts are due, such executory contracts and
unexpired leases will not be included on the Cure Exhibit.  Not later than
twenty (20) days after the Filing and service of the Cure Exhibit, the
non-Debtor party to any executory contract or unexpired lease that the Debtors
propose to assume, whether or not listed on the Cure Exhibit, may dispute the
cure amount, if any, set forth by the Debtors on the Cure Exhibit pursuant
to Section 9.1.1 of the Plan, assert that a cure amount should be owing
with respect to any executory contract or unexpired lease that is being
assumed, or otherwise object to the assumption of the executory contract or
unexpired lease indicated in Section 9.1.1 of the Plan by Filing a written
objection with the Bankruptcy Court and serving such objection on counsel for
the Debtors.  If no
objection to the cure amount or the proposed assumption is properly Filed and
served within twenty (20) days after the Filing and service of the Cure Exhibit then
(i) the proposed assumption of the executory contract or unexpired leases
shall be deemed approved without further action of the Bankruptcy Court in
accordance with the Plan and the Confirmation Order, effective as of the
Effective Date, and (ii) the cure amount, if any, identified by the
Debtors in the Cure Exhibit shall be fixed and shall be paid in full in
Cash on the Effective Date or on such other terms as are agreed to by the
parties to such executory contract or unexpired lease.  If an objection
to the cure amount or the proposed assumption is properly Filed and served
within twenty (20) days after the Filing and service of the Cure Exhibit, then
the Debtors or Reorganized Debtors, as applicable, and the objecting party may
resolve such objection by stipulation, without further action of the Bankruptcy
Court.  If the parties are unable to
resolve such objection, then: (i) the Debtors or Reorganized Debtors may
file a reply to such objection no later than thirty (30) days after the Filing
and service of such objection and ask the Bankruptcy Court to schedule a
hearing on the particular objection and the related reply at an appropriate
time; or (ii) the Debtors or Reorganized Debtors, as applicable, may
designate the executory contract or unexpired lease underlying such objection
for rejection pursuant to Section 9.1.3 of the Plan.  106


Executory contracts and unexpired leases
previously assumed by the Debtors during the case pursuant to Bankruptcy Code §
365 shall be governed by and subject to the provisions of the order of the
Court authorizing the assumption thereof.  9.1.3Rejection of
Certain Executory Contracts and Unexpired Leases.  On the
Effective Date, each executory contract and unexpired lease listed on Exhibit 18
in the Exhibit Book shall be rejected pursuant to section 365 of the
Bankruptcy Code.  Each contract and lease
listed on Exhibit 18 shall be rejected only to the extent that such
contract or lease constitutes an executory contract or unexpired lease.  Listing a contract or lease on Exhibit 18
shall not constitute an admission by the Debtors or Reorganized Debtors that
such contract or lease is an executory contract or unexpired lease or that the
Debtors or Reorganized Debtors have any liability thereunder.  Subject to the occurrence of the Effective
Date, entry of the Confirmation Order shall constitute an order of the
Bankruptcy Court approving such rejection pursuant to section 365 of the Bankruptcy
Code and a finding by the Bankruptcy Court that each such rejection is in the
best interests of the Debtors, their estates, and all parties in interest in
the Chapter 11 Cases.  The Debtors
shall have the right until ten (10) days prior to the Effective Date to
modify the list of rejected contracts included in Exhibit 18 in the Exhibit Book
to add executory contracts or leases (but not the 1998 Tax Sharing Agreement or
any Asbestos Insurance Policy, Asbestos Insurance Settlement Agreement,
Asbestos In-Place Insurance Coverage, or Asbestos Insurance Reimbursement
Agreements) or remove executory contracts or leases (but not Section 4.04
of the TSIA addressed in Section 8.8.4(b) of this Plan), provided that the Debtors shall file a notice with the
Bankruptcy Court and serve each affected party with such notice.  Notwithstanding the foregoing, such affected
parties shall not be entitled to any Administrative Expense Claim for any
executory contracts or leases added to the list of rejected contracts and will
only be entitled to a Claim for rejection damages.  To the extent
executory, all agreements that create an obligation of the Debtors to reimburse
or indemnify third parties (other than the Sealed Air Indemnified Parties or
the Fresenius Indemnified Parties) with respect to Asbestos PI Claims, Asbestos
PD Claims or CDN ZAI PD Claims (other than Asbestos Insurance Policies,
Asbestos Insurance Settlement Agreements, Asbestos In-Place Insurance Coverage,
Asbestos Insurance Reimbursement Agreements, or the 1998 Tax Sharing Agreement
to the extent any are executory) shall be deemed rejected by operation of entry
of the Confirmation Order, subject to the occurrence of the Effective Date,
unless expressly identified and assumed pursuant to the Plan, a Plan Document,
or an order of the Bankruptcy Court.  Pursuant to the terms of the March 2003
Bar Date Order and Bankruptcy Rule 3002(c)(4), and except as otherwise
ordered by the Bankruptcy Court, a proof of claim for each Claim arising from
the rejection of an executory contract or unexpired lease pursuant to this Plan
shall be Filed with the Bankruptcy Court within thirty (30) days of the later
of: (i) the date of service of the Notice of Confirmation Date, or (ii) the
Effective Date.  Any Claims not Filed
within such applicable time period shall be forever barred from assertion.  Except with respect to Claims arising from
the rejection of an executory contract or unexpired lease that creates an  107


obligation of the Debtors to reimburse or
indemnify third parties with respect to Asbestos PI Claims, Asbestos PD Claims
or CDN ZAI PD Claims, all Claims for damages arising from the rejection of an
executory contract or unexpired lease shall be included in Class 9 and
shall be treated in accordance with Article 3 herein.  All Claims for damages arising from the
rejection of an agreement that creates an obligation of the Debtors to
reimburse or indemnify third parties with respect to Asbestos PI Claims,
Asbestos PD Claims or CDN ZAI PD Claims shall be included in Class 6, Class 7
or Class 8, respectively, and shall be treated in accordance with Article 3
herein.  9.2LETTERS
OF CREDIT AND SURETY BONDS  Letters of credit related to the Debtors post-petition credit
facilities will be refinanced upon emergence from the Chapter 11 Cases.  All other letters of credit and surety bonds
on account of non-asbestos claims will remain in place and become obligations
of the Reorganized Debtors.  Claims
arising under letters of credit and surety bonds issued or provided on account
of Asbestos PI Claims will be treated as Indirect PI Trust Claims and will be
channeled to the Asbestos PI Trust. 
Claims arising under letters of credit and surety bonds issued or
provided on account of Asbestos PD Claims will be treated as Indirect PD Trust
Claims and will be channeled to the Asbestos PD Trust.  Notwithstanding any other provision in this
Plan, the Disclosure Statement or any other document prepared in connection
with the Chapter 11 Cases, nothing shall affect the right of the plaintiffs in Sheldon H. Solow v. W. R. Grace & Co.,
No. 2453/88 (NY Sup. Ct.) to execute on and recover in satisfaction of the
judgment in that case in accordance with state law against any entity that
issued a surety bond to secure payment of that judgment, or any successor to
such entity.  Nothing in Article 9
shall (i) constitute a reinstatement, continuation, or assumption of any
warranty provision, guaranty, or any other contractual or other obligation,
Demand, or Plan Claim by the Reorganized Debtors to the extent that the Plan
Claim, Demand, or obligation constitutes an Asbestos PI Claim, or (ii) limit,
restrict, or otherwise impair the releases afforded to the Sealed Air
Indemnified Parties and the Fresenius Indemnified Parties that are granted
elsewhere in this Plan or Plan Documents.  9.3COMPENSATION,
INDEMNITY AND BENEFIT PROGRAM  9.3.1Employee
Benefits.  From and after
the Effective Date, the Reorganized Debtors intend to continue their existing
employee compensation, indemnity agreements, and benefit plans, programs, and
policies, and to cure any defaults that may exist under such agreements, plans,
programs, and policies, including payment of the Debtors voluntary
supplemental pension payments which were limited during the pendency of these
Chapter 11 Cases, subject to any rights to amend, modify, or terminate such
benefits under the terms of the applicable compensation and benefit plan, other
agreement, or applicable nonbankruptcy law.  It is also
anticipated that after the Effective Date, the Reorganized Debtors may award
special cash bonuses of up to an aggregate of $6 million to a select group of
key executives in recognition of their contributions during the Chapter 11
Cases, including substantially  108


increasing the revenues and enterprise value
of the Grace group and successfully leading the Debtors reorganization
efforts.  The amount and allocation of
such bonus awards will be determined after the Effective Date by the Board of
Directors of the Reorganized Parent.  In addition,
on the Effective Date, the Reorganized Parents Board of Directors will have
the authority to grant stock incentive awards to the management of the
Reorganized Debtors and to other key employees, and to the Board of Directors
of the Reorganized Debtors pursuant to the Stock Incentive Plan.  9.3.2Retiree
Benefits.  From and after
the Effective Date, the Reorganized Debtors intend to continue to pay retiree
benefits (as defined in section 1114(a) of the Bankruptcy Code) and any
similar health, disability, or death benefits in accordance with the terms of
the retiree benefit plans or other agreements governing the payment of such
benefits, subject to any rights to amend, modify, or terminate such benefits
under the terms of the applicable retiree benefits plan, other agreement, or
applicable nonbankruptcy law.  9.3.3Workers
Compensation Benefits.  From and after
the Effective Date, the Reorganized Debtors, in their sole discretion, may
continue to pay valid Workers Compensation Claims, subject to any rights to
amend, modify, or terminate such benefits pursuant to applicable nonbankruptcy
law.  ARTICLE 10
RETENTION OF JURISDICTION  Pursuant to
Bankruptcy Code §§ 105(a), 524(a), 1141(d), and 1142,the
Bankruptcy Court shall retain and shall have exclusive jurisdiction over any
matter (i) arising under the Bankruptcy Code, (ii) arising in or
related to the Chapter 11 Cases or this Plan, or (iii) that relates to the
following, provided that the District Court shall retain jurisdiction for such
matters to which the automatic reference to the Bankruptcy Court has been
withdrawn or to the extent required by law:  10.1PLAN
DOCUMENTS  To interpret,
enforce, and administer the terms of the Plan Documents and all annexes and
exhibits thereto.  10.2EXECUTORY
CONTRACTS AND UNEXPIRED LEASES  To hear and
determine any and all motions or applications for the assumption and/or
assignment or rejection of (i) executory contracts, (ii) unexpired
leases, (iii) letters of credit, (iv) surety bonds, (v) guaranties
(which for purposes of this Section include contingent liabilities arising
in connection with assigned executory contracts and unexpired leases), or (vi) written
indemnity agreements with respect to letters of credit, surety bonds or guaranties
existing as of  109


the Effective Date to which the Debtors are
parties or with respect to which the Debtors may be liable that are: (A) pending
on the Confirmation Date or (B) within the time period described in Section 9.1
of this Plan, and to review and determine all Claims resulting from the
expiration or termination of any executory contract or unexpired lease prior to
the Confirmation Date.  10.3DISPUTED
CLAIMS ALLOWANCE/DISALLOWANCE  To hear and
determine any objections to: (i) the allowance of Plan Claims (other than
Asbestos PI Claims and any Successor Claims arising out of or based on any
Asbestos PI Claims), including any objections to the classification of any
Claim; and (ii) the allowance or disallowance of any Disputed Claim in
whole or in part, including Asbestos PD Claims pursuant to the Class 7A
Case Management Order contemplated by Section 3.1.7 of this Plan.  10.4ENFORCEMENT/MODIFICATION
OF THIS PLAN AND THE RELEASES, INJUNCTIONS AND DISCHARGE PROVIDED UNDER THE
PLAN  (a)           To enforce the discharge, releases,
and injunctions provided under the Plan, including with respect to the
assertion by any Entity after the Effective Date of claims or causes of action
that are discharged, released, or enjoined pursuant to the Plan and the
Confirmation Order;  (b)           To make all determinations or rulings
as to whether claims or causes of action asserted after the Effective Date in
any forum have been discharged, released, or enjoined pursuant to the Plan and
the Confirmation Order;  (c)           To allow and
disallow Asbestos PD Claims as contemplated by the Class 7A Case
Management Order;  (d)           To issue such orders in aid of
execution of this Plan to the extent authorized or contemplated by Bankruptcy
Code § 1142;  (e)           To consider and approve any
modifications of this Plan or Plan Documents, remedy any defect or omission, or
reconcile any inconsistency in any order of the Court, including the
Confirmation Order;  (f)            To hear and determine all
controversies, suits, and disputes that may relate to, impact upon, or arise in
connection with this Plan or any other Plan Documents or their interpretation,
implementation, enforcement, or consummation;  (g)           To hear and determine all objections
to the termination of the Asbestos PI Trust or the Asbestos PD Trust;  (h)           To determine such other matters that
may be set forth in, or that may arise in connection with, this Plan, the
Confirmation Order, the Asbestos PI Channeling Injunction, the Asbestos PD
Channeling Injunction, the Successor Claims Injunction, the Asbestos Insurance
Entity Injunction, the Asbestos PI Trust Agreement, or the Asbestos PD Trust
Agreement;  110


(i)            To hear and determine any proceeding
that involves the validity, application, construction, enforceability, or
request to modify the Asbestos PI Channeling Injunction, the Asbestos PD
Channeling Injunction, the Successor Claims Injunction, or the Asbestos
Insurance Entity Injunction;  (j)            To enter an order or final decree
closing the Chapter 11 Cases;  (k)           To hear and determine any other
matters related hereto, including matters related to the implementation and
enforcement of all orders entered by the Court in the Chapter 11 Cases;  (l)            To enter such orders as are
necessary to implement and enforce the injunctions described herein; and  (m)          To enter orders authorizing immaterial modificationsto this Plan and to hear and
determine any issue involving the Asbestos PI Trust or the Asbestos PD Trust in
orderto comply with section 468B
of the IRC.  10.5COMPENSATION
OF PROFESSIONALS  To hear and determine all applications for allowance of compensation
and reimbursement of expenses of Professionals under Bankruptcy Code §§ 327,
328, 329, 330, 331, and 363 and any other fees and expenses authorized to be
paid or reimbursed under this Plan.  10.6SETTLEMENTS  To the extent that Court approval is required, to consider and act on
the compromise and settlement of any Plan Claim or cause of action by or
against the Debtors or Reorganized Debtors estates, the Asbestos PI Trust, or
the Asbestos PD Trust.  10.7TAXES  To hear and determine matters concerning state, local, and federal
taxes (including the amount of net operating loss carryforwards), fines,
penalties, or additions to taxes for which the Debtors or Debtors in Possession
may be liable, directly or indirectly, in accordance with Bankruptcy Code §§
346, 505, and 1146.  10.8SPECIFIC
PURPOSES  To hear and determine such other matters and for such other purposes as
may be provided in the Confirmation Order.  10.9INSURANCE
MATTERS  To hear and determine matters concerning the Asbestos Insurance
Policies, Asbestos In-Place Insurance Coverage, Asbestos Insurance
Reimbursement Agreements, and Asbestos  111


Insurance
Settlement Agreements; provided, however,
that the Court shall have nonexclusive jurisdiction over such matters.  ARTICLE 11
MISCELLANEOUS PROVISIONS  11.1AUTHORITY
OF THE DEBTORS  On the
Confirmation Date, the Debtors shall be directed and authorized to take or
cause to be taken, prior to the Effective Date, all actions necessary to enable
them to implement effectively the provisions of this Plan, the other Plan
Documents (including the Sealed Air Settlement Agreement and the Fresenius
Settlement Agreement), and the creation of the Asbestos PI Trust and the
Asbestos PD Trust, and to cooperate with the Plan Proponents as provided herein
and with respect to matters related to the Plan generally.  11.2AUTHORITY
OF THE REORGANIZED DEBTORS TO GRANT NEW STOCK INCENTIVE PLAN AND IMPOSE STOCK
TRADING RESTRICTIONS  On the
Effective Date, the Reorganized Parents Board of Directors shall have the
authority to grant stock incentive awards to the management of the Reorganized
Debtors and to other key employees, and to the Board of Directors of the
Reorganized Debtors pursuant to the Stock Incentive Plan and as described more
fully in the Disclosure Statement. Also on the Effective Date, the Board of
Directors of the Reorganized Parent shall be authorized, in certain
circumstances, to impose trading restrictions on Parent Common Stock pursuant
to the Stock Trading Restrictions Term Sheet, and as described more fully in
the Disclosure Statement.  11.3PAYMENT OF
STATUTORY FEES  All fees
payable pursuant to section 1930 of title 28 of the United States Code, as
determined by the Court at the hearing on confirmation of this Plan, shall be
paid by the Debtors on or before the Effective Date.  11.4RETAINED
CAUSES OF ACTION  11.4.1Maintenance of
Causes of Action  Nothing in
this Section 11.4 of this Plan shall be deemed to be a transfer by the
Debtors and the Reorganized Debtors of any claims, causes of action, or defenses
relating to assumed executory contracts or otherwise which are required by the
Reorganized Debtors to conduct their businesses in the ordinary course
subsequent to the Effective Date. 
Moreover, except as otherwise expressly contemplated by this Plan, the
Sealed Air Settlement Agreement, the Fresenius Settlement Agreement or other
Plan Documents, and except for the Asbestos PI Trust Causes of Action and the
Asbestos PD Trust Causes of Action, from and after the Effective Date, the
Reorganized Debtors shall have and retain any and all rights to commence and
pursue any and all claims, causes of action, including the Retained Causes of Action,
or defenses against any  112


parties, other Claimants and
Holders of Equity Interests, whether such causes of action accrued before or
after the Petition Date.  The
Reorganized Debtors shall retain and may exclusively enforce any and all such
claims, rights, or causes of action, including Retained Causes of Action, and commence,
pursue, and settle the causes of action in accordance with this Plan.  The Reorganized Debtors shall have the
exclusive right, authority, and discretion to institute, prosecute, abandon,
settle, or compromise any and all such claims, rights, and causes of action,
including Retained Causes of Action, without the consent or approval of any
third party and without any further order of the Court.  11.4.2Preservation of All
Causes of Action not Expressly Settled or Released  Unless a claim
or cause of action against a Claimant or other Entity is expressly waived,
relinquished, released, compromised, or settled in this Plan or any Final
Order, the Debtors expressly reserve such claim or Retained Cause of Action
(including any unknown causes of action) for later adjudication by the
Reorganized Debtors, the Asbestos PD Trust Causes of Action related to Claims
in Class 7A for later adjudication by the Reorganized Debtors on behalf of
the Asbestos PD Trust pursuant to the Class 7A CMO, the Asbestos PD Trust Causes
of Action related to Claims in Class 7B for later adjudication by the
Asbestos PD Trust, and the Asbestos PI Trust Causes of Action for later
adjudication by the Asbestos PI Trust. 
Therefore, no preclusion doctrine, including the doctrines of res judicata,
collateral estoppel, issue preclusion, claim preclusion, waiver, estoppel
(judicial, equitable, or otherwise), or laches shall apply to such claims,
Retained Causes of Action, Asbestos PI Trust Causes of Action, or Asbestos PD
Trust Causes of Action upon or after the Confirmation Date or Effective Date of
this Plan based on the Disclosure Statement, this Plan or the Confirmation
Order, except where such claims or Retained Causes of Action have been released
in this Plan or other Final Order.  In addition,
the Debtors, the Reorganized Debtors, and the successor entities under this
Plan expressly reserve the right to pursue or adopt any claim alleged in any
lawsuit in which the Debtors are defendants or an interested party, against any
Entity, including the plaintiffs or co-defendants in such lawsuits.  Any Entity to
whom the Debtors have incurred an obligation (whether on account of services,
purchase or sale of goods or otherwise), or who has received services from the
Debtors or a transfer of money or property of the Debtors, or who has
transacted business with the Debtors, or leased equipment or property from the
Debtors should assume that such obligation, transfer, or transaction may be
reviewed by the Debtors or the Reorganized Debtors, and may, if appropriate, be
the subject of an action after the Effective Date, whether or not (i) such
Entity has filed a proof of claim against the Debtors in the Chapter 11 Cases; (ii) such
Claimants proof of claim has been objected to; (iii) such Claimants Claim
was included in the Debtors Schedules; or (iv) such Claimants scheduled
Claim has been objected to by the Debtors or has been identified by the Debtors
as a Disputed Claim, a Contingent Claim, or an Unliquidated Claim.  113


11.5THIRD-PARTY
AGREEMENTS  The
Distributions to the various Classes of Plan Claims hereunder will not affect
the right of any Entity to levy, garnish, attach, or employ any other legal
process with respect to such Distributions by reason of any claimed
subordination rights or otherwise.  All
of such rights and any agreements relating thereto will remain in full force
and effect.  11.6REQUIREMENTS
OF THE FRESENIUS SETTLEMENT AGREEMENT  Except as
expressly waived in writing by Fresenius in its absolute discretion, each of
the provisions to be included in the Plan to satisfy the preconditions to the
payment of the Fresenius Payment set forth in the Fresenius Settlement
Agreement and the other requirements of the Fresenius Settlement Agreement, to
the extent not already included herein or waived pursuant to the terms of the
Fresenius Settlement Agreement, shall be included in Exhibit 13 in the Exhibit Book
and are hereby expressly incorporated herein by reference and made a part
hereof as if the same were fully set forth in this Plan.  11.7REQUIREMENTS
OF THE SEALED AIR SETTLEMENT AGREEMENT  Except as
expressly waived in writing by each of Sealed Air Corporation and Cryovac,  Inc. in its absolute discretion, each of the
provisions to be included in the Plan to satisfy the preconditions to the
payment of the Cryovac Payment set forth in the Sealed Air Settlement Agreement
and the other requirements of the Sealed Air Settlement Agreement, to the
extent not already included herein or waived pursuant to the terms of
the Sealed Air Settlement Agreement, shall be included in Exhibit 22
in the Exhibit Book and are hereby expressly incorporated herein by
reference and made a part hereof as if the same were fully set forth in this
Plan.  11.8DISSOLUTION
OF THE UNSECURED CREDITORS COMMITTEE, THE ASBESTOS PI COMMITTEE, THE ASBESTOS
PD COMMITTEE AND THE EQUITY COMMITTEE; CONTINUED RETENTION OF THE ASBESTOS PI
FUTURE CLAIMANTS REPRESENTATIVE AND THE ASBESTOS PD FUTURE CLAIMANTS
REPRESENTATIVE  The Debtors shall pay the reasonable fees and
expenses incurred by the Asbestos PI Committee, the Asbestos PD Committee, the
Unsecured Creditors Committee, the Equity Committee, the Asbestos PI Future
Claimants Representative, and the Asbestos PD Future Claimants Representative
through the Effective Date in accordance with the fee and expense procedures
promulgated during the Chapter 11 Cases. 
On the Effective Date, except as set forth below, the Asbestos PI
Committee, the Asbestos PD Committee, the Unsecured Creditors Committee, and
the Equity Committee shall thereupon be released and discharged of and from all
further authority, duties, responsibilities, and obligations relating to or
arising from or in connection with the Chapter 11 Cases, and those committees
shall be deemed dissolved.  After the
Effective Date, the rights, duties, and responsibilities of the Asbestos PI
Future Claimants Representative shall be as set forth in the Asbestos PI Trust
Agreement, and the rights, duties, and responsibilities of the Asbestos PD
Future Claimants Representative shall be as set forth in the Asbestos PD Trust
Agreement.  114


Notwithstanding
the foregoing, if the Effective Date occurs prior to the entry of a Final Order
with respect to final fee applications of Professionals retained by order of
the Bankruptcy Court during the Chapter 11 Cases, the Unsecured Creditors
Committee, the Asbestos PI Committee, the Asbestos PD Committee, and the Equity
Committee may, at their option, continue to serve until a Final Order is
entered with respect to such proceedings. 
Further, after the Effective Date, the Unsecured Creditors Committee,
the Asbestos PI Committee, the Equity Committee, the Asbestos PI Future
Claimants Representative, and the Asbestos PD Future Claimants Representative
shall continue in existence and have standing and capacity to (i) object
to any proposed modification of the Plan, (ii) object to or defend the
Administrative Expense Claims of Professionals employed by or on behalf of the
Debtors or their estates, (iii) participate in any appeals of the
Confirmation Order (if applicable), (iv) prepare and prosecute
applications for the payment of fees and reimbursement of expenses, and (v) continue
any adversary proceeding (but not the Sealed Air Action or the Fresenius
Action, each of which shall be dismissed with prejudice as a condition to the
Effective Date), claim objection, appeal, or other proceeding that was in
progress prior to the Effective Date.  Nothing
in section (v) of the foregoing sentence shall be deemed to confer
standing and capacity on the Unsecured Creditors Committee, the Asbestos PI
Committee, the Equity Committee, the Asbestos PI Future Claimants
Representative, or the Asbestos PD Future Claimants Representative to provide
services or take action in connection with an adversary proceeding, claim
objection, appeal or other proceeding that was in progress prior to the
Effective Date where such services are for the benefit of an individual creditor
or creditors and do not serve the direct interests of the creditor or equity
interest class which such Entity is appointed to represent.The Reorganized Debtors shall pay the
reasonable fees and expenses incurred by the Unsecured Creditors Committee,
the Asbestos PI Committee, Equity Committee, the Asbestos PI Future Claimants
Representative, and the Asbestos PD Future Claimants Representative relating
to any post-Effective Date activities authorized hereunder without further
order of the Bankruptcy Court.  Nothing
in this Section 11.8 shall purport to limit or otherwise affect the rights
of the United States Trustee under section 502 of the Bankruptcy Code or
otherwise to object to Claims or requests for allowances of Administrative
Expense Claims.  11.9EXCULPATION  None of the
Reorganized Debtors, the Debtors, the Non-Debtor Affiliates, the Sealed Air
Indemnified Parties, the Fresenius Indemnified Parties, the Asbestos PI
Trustees of the Asbestos PI Trust, the Asbestos PI Trust Advisory Committee,
the Asbestos PD Trustees of the Asbestos PD Trust, the Asbestos PD Trust
Advisory Committee, Asbestos PI Committee, the Asbestos PD Committee, the
Unsecured Creditors Committee, the Equity Committee, the Asbestos PI FCR, the
Asbestos PD FCR, or any of their respective Representatives are to have or
incur any liability to any Entity for any act or omission in connection with or
arising out of the Chapter 11 Cases, including the negotiation of this Plan or
the settlements provided in the Sealed Air Settlement Agreement and the
Fresenius Settlement Agreement, the pursuit of confirmation of this Plan, the
consummation of this Plan or the settlements provided in the Sealed Air
Settlement Agreement or Fresenius Settlement Agreement, or the administration
of this Plan or the property to be distributed under this Plan so long as, in
each case such action, or failure to act, did not constitute gross negligence
or willful misconduct.  In all respects,
they will be entitled to rely upon the advice of counsel with respect to their
duties and responsibilities under this Plan. Any act or omission taken with the
approval of the Bankruptcy Court will be conclusively deemed not to  115


constitute gross negligence or
willful misconduct.  This section is not
intended to preclude a governmental entity from enforcing its police and
regulatory powers.  11.10TITLE TO ASSETS;
DISCHARGE OF LIABILITIES  Upon the
transfer of the Asbestos PI Trust Assets into the Asbestos PI Trust, such
Asbestos PI Trust Assets shall be indefeasibly vested in the Asbestos PI Trust
free and clear of all claims, Equity Interests, Encumbrances, and other
interests of any Entity.  Notwithstanding
the foregoing, or anything else in this Plan to the contrary, the Asbestos PI
Trust Assets shall remain subject to any and all restrictions imposed by
applicable securities laws and the Sealed Air Common Stock transferred to the
Asbestos PI Trust shall remain subject to any and all restrictions imposed by
the Sealed Air Settlement Agreement (including any rights of Sealed Air under
the Sealed Air Settlement Agreement) and applicable securities laws.  Upon the transfer of the Asbestos PD Trust
Assets into the Asbestos PD Trust, such Asbestos PD Trust Assets shall be indefeasibly
vested in the Asbestos PD Trust free and clear of all claims, equity interests,
Encumbrances, and other interests of any Entity.  Except as otherwise provided in this Plan and
in accordance with Bankruptcy Code § 1123(b)(3), on the Effective Date, title
to all of the Debtors assets and properties and interests in property,
including the Retained Causes of Action, shall vest in the Reorganized Debtors
free and clear of all claims, Equity Interests, Encumbrances, and other
interests, and the Confirmation Order shall be a judicial determination of
discharge of the liabilities of the Debtors.  11.11ENTIRE AGREEMENT  Except
as otherwise indicated, the Plan and the Plan Documents supersede all prior
negotiations, promises, covenants, agreements, understandings, and
representations on such subjects, including all plans of reorganization
previously filed by any party in interest with the Court in these Chapter 11
Cases.  11.12NOTICES  Any notices,
statements, requests, and demands required or permitted to be provided under
this Plan, in order to be effective, must be: (i) in writing (including by
facsimile transmission), and unless otherwise expressly provided herein, shall
be deemed to have been duly given or made (A) if personally delivered or
if delivered by facsimile or courier service, when actually received by the
Entity to whom notice is sent, (B) if deposited with the United States
Postal Service (but only when actually received), at the close of business on
the third business day following the day when placed in the mail, postage
prepaid, certified or registered with return receipt requested, or (C) one
(1) Business Day after being sent to the recipient by reputable overnight
courier service (charges prepaid) (but only when actually received) and (ii) addressed
to the appropriate Entity or Entities to whom such notice, statement, request
or demand is directed (and, if required, its counsel), at the address of such
Entity or Entities set forth below (or at such other address as such Entity may
designate from time to time by written notice to all other Entities listed
below in accordance with this Section 11.12):  116


If to the Debtors:
  
  W. R. Grace & Co.7500 Grace DriveColumbia, MD 21044Attn: General CounselTelephone:
  (410) 531-4000Facsimile:
  (410) 531-4545With a copy to:
  
  Kirkland & Ellis LLPCitigroup Center153 East 53rd StreetNew York, NY 10022Attn: David M. Bernick, P.C./Theodore L. FreedmanTelephone
  (212) 446-4800Facsimile:
  (212) 446-4900andPachulski, Stang, Ziehl, & Jones LLP919 North Market Street, 17th FloorP.O. Box 8705Wilmington, Delaware 19899-8705 (Courier 19801)Attn: Laura Davis Jones/James E. ONeillTelephone :
  (302) 652-4100Facsimile:
  (302) 652-4400If to the Asbestos PI Committee:
  
  Caplin & Drysdale, CharteredOne Thomas Circle, NW, Suite 1100Washington, DC 20005Attn: Peter Lockwood/Ronald ReinselTelephone:
  (202) 862-5000Facsimile:
  (202) 862-3301andCaplin & Drysdale, Chartered375 Park Avenue, 35th FloorNew York, NY 10152Attn: Elihu InselbuchTelephone:
  (212) 319-7125Facsimile:
  (212) 644-6755If to the Asbestos PD Committee:
  
  Bilzin Sumberg Baena Price & Axelrod LLP200 South Biscayne Blvd., Suite 2500Miami, FL 33131-5340Attn: Scott L. Baena/Jay M. Sakalo/Mindy A. MoraTelephone:
  (305) 374-7580Facsimile:
  (305) 374-7593  117


If to the Asbestos PI Future Claimants Representative:
  
  David T. Austern3110 Fairview Park DriveSuite 200Falls Church VA 22042-0683Telephone:
  (703) 205-0835Facsimile:
  (703) 205-6249With a copy to:
  
  Orrick, Herrington & Sutcliffe LLP1152 15th Street, N.W.Washington, D.C. 20005-1706Attention: Roger FrankelTelephone:
  (202) 339-8400Facsimile:
  (202) 339-8500If to the Asbestos PD Future Claimants Representative:
  
  Alexander M. Sanders, Jr.19 Water StreetCharleston, South Carolina
  29401Telephone:
  (843) 953-5755Facsimile:
  (843) 953-7570With a copy to:
  
  Alan B. RichAttorney and Counselor1401 Elm Street, Suite 4620Dallas, Texas 75202-3909Telephone:
  (214) 532-4437Facsimile:
  (214) 749-0325If to the Unsecured Creditors Committee:
  
  Stroock & Stroock & Lavan LLP180 Maiden LaneNew York, NY 10038-4982Attn: Lewis Kruger/Arlene
  Krieger/Kenneth PasqualeTelephone:
  (212) 806-5400Facsimile:
  (212) 806-6006If to Sealed Air:
  
  Sealed Air Corporation200 Riverfront BoulevardElmwood Park, NJ 07407Attn: General CounselTelephone:
  (201) 791-7600Facsimile:
  (201) 703-4113  118


With a copy to:
  
  Skadden, Arps, Slate, Meagher & Flom LLPFour Times SquareNew York, NY 10036Attn: D. J. BakerTelephone:
  (212) 735-3000Facsimile:
  (212) 735-2000If to Fresenius:
  
  Fresenius Medical Care North AmericaCorporate HeadquartersCorporate Law Department95 Hayden AvenueLexington, MA 02420-9192Attn: General CounselTelephone:
  (781) 402-9000Facsimile:
  (781) 402-9700With a copy to:
  
  McDermott, Will & Emery227 W. Monroe, Suite 4400Chicago, IL 60606Attn: David S. RosenbloomTelephone:
  (312) 372-2000Facsimile:
  (312) 984-7700If to the Equity Committee:
  
  Kramer Levin Naftalis & Frankel LLP1177 Avenue of the AmericasNew York, NY 10036Attn: Phillip BentleyTelephone:
  (212) 715-9100Facsimile:
  (212) 715-8000  119


11.13HEADINGS  The headings used in this Plan are inserted for
convenience only and neither constitute a portion of this Plan nor in any
manner affect the construction of the provisions of this Plan.  11.14GOVERNING LAW  Unless a rule of law or procedure is supplied
by federal law (including the Bankruptcy Code and Bankruptcy Rules), the laws
of the State of Delaware, without giving effect to any conflicts of law
principles thereof that would result in the application of the laws of any
other jurisdiction, shall govern the construction of this Plan and any
agreements, documents, and instruments executed in connection with this Plan,
except as otherwise expressly provided in such instruments, agreements, or
documents.  11.15FILING OF ADDITIONAL DOCUMENTS  On or before the Effective Date, the Plan Proponents
shall File with the Court such agreements and other documents, including the
Plan Supplement, as may be necessary or appropriate to effectuate and further
evidence the terms and conditions of this Plan.  11.16COMPLIANCE WITH TAX REQUIREMENTS  In connection with this Plan, the Debtors, the
Reorganized Debtors, the Asbestos PI Trust, and the Asbestos PD Trust will
comply with all applicable withholding and reporting requirements imposed by
federal, state, and local taxing authorities, and all Distributions hereunder
or under any Plan Document shall be subject to such withholding and reporting
requirements, if any.  Notwithstanding
any other provision of this Plan, each Entity receiving a Distribution pursuant
to this Plan, or any other Plan Document, will have sole and exclusive
responsibility for the satisfaction and payment of any tax obligations imposed
by any Governmental Unit, including income tax and other obligations, on
account of that Distribution.  11.17EXEMPTION FROM TRANSFER TAXES  Pursuant to Bankruptcy Code § 1146(a), the issuance,
transfer, or exchange of notes or equity securities under this Plan, the
creation of any mortgage, deed of trust, or other security interest, the making
or assignment of any lease or sublease, or the making or delivery of any deed
or other instrument of transfer under, in furtherance of, or in connection with
this Plan shall be exempt from all taxes as provided in Bankruptcy Code §
1146(a).  11.18FURTHER ASSURANCES  The Debtors, the Reorganized Debtors, the Non-Debtor
Affiliates, the Asbestos Protected Parties, the Asbestos Insurance Entities,
the Asbestos PI Trust, the Asbestos PD Trust and all Holders of Plan Claims
receiving Distributions under this Plan and all other parties in interest
shall, and shall be authorized to, from time to time, prepare, execute, and
deliver any agreements or documents and take any other action consistent with
the terms of this Plan as may be  120


necessary to effectuate the provisions and intent of this Plan, with
each such Entity to bear its own costs incurred in connection therewith.  11.19FURTHER AUTHORIZATIONS  The
Plan Proponents, and, after the Effective Date, the Reorganized Debtors, the
Asbestos PI Trust, and the Asbestos PD Trust if and to the extent necessary,
may seek such orders, judgments, injunctions, and rulings that any of them deem
necessary to carry out further the intentions and purposes of, and to give full
effect to the provisions of, this Plan, with each such Entity to bear its own
costs in connection therewith.  [The remainder of this page has been left blank intentionally]  121


Respectfully submitted,W. R.
  GRACE  & CO. (on behalf of itself and the other Debtors and Debtors
  In Possession)By:
  /s/Name:
  Mark A. ShelnitzTitle:
  Vice President, General
  Counsel & SecretaryOFFICIAL
  COMMITTEE OF ASBESTOS PERSONAL INJURY CLAIMANTSBy:
  /s/Name:
  Elihu InselbuchTitle:
  Counsel to the Asbestos PI
  CommitteeASBESTOS
  PI FUTURE CLAIMANTS REPRESENTATIVEBy:
  /s/Name:
  David T. Austern by
  counselOFFICIAL
  COMMITTEE OF EQUITY SECURITY HOLDERSBy:
  /s/Name:
  Philip BentleyTitle:
  Counsel to the Equity
  Committee


Annex I  Pursuant to Section 7.7(nn) of the Plan,
and not by way of limitation of the Sealed Air Settlement Agreement, each of
the SA Debtors and the SA Non-Debtors Affiliates shall:  a.use its best efforts tocause each of the Asbestos
PI Trust and the Asbestos PD Trust (each, for purposes of this Annex I, a Trust
and, collectively, the Trusts) to qualify, and to maintain its status, as a
Qualified Settlement Fund (as defined in the Sealed Air Settlement Agreement), provided, however, that nothing herein
shall in any way be construed as a representation, warranty, or covenant
concerning the treatment for federal income tax purposes of the transfer by
Cryovac, Inc. of the Cryovac Payment (reduced by the amount of the
Asbestos PD Initial Payment) to the Asbestos PI Trust pursuant to Section 7.2.2
of the Plan and the Asbestos PD Initial Payment to the Asbestos PD Trust
pursuant to Section 7.3.2 of the Plan and the Confirmation Order,  b.use its best
efforts to cause the constitutive document(s) (including the Asbestos PI
Trust Agreement and the Asbestos PD Trust Agreement) of each of the Asbestos PI
Trust and the Asbestos PD Trust to contain provisions, reasonably satisfactory
to Cryovac, Inc., qualifying and maintaining its status as a Qualified
Settlement Fund (as defined in the Sealed Air Settlement Agreement) and
providing that Cryovac, Inc. or its designee shall be a Transferor (as
defined in the Sealed Air Settlement Agreement) to each Trust,  c.promptly
provide to Cryovac, Inc. all Material Drafts (as defined in the Sealed Air
Settlement Agreement) of each Asbestos PI Trust Agreement, Asbestos PD Trust
Agreement and each Trust Document (as defined in the Sealed Air Settlement
Agreement) (but excluding or redacting the Asbestos PI TDP and ZAI TDP), provided, however, that Cryovac, Inc.
shall keep any such Material Draft (as defined in the Sealed Air Settlement
Agreement) confidential and shall disclose any such Material Draft (as defined in
the Sealed Air Settlement Agreement) only to Sealed Air Corporation, and
officers, employees, and advisors of Cryovac, Inc., Sealed Air
Corporation, or its Affiliates, and only after such Entity agrees to keep such
Material Draft (as defined in the Sealed Air Settlement Agreement) confidential
but may disclose to any and all Entities, without limitation of any kind, the
tax treatment and any facts that may be relevant to the tax structure of the
transactions contemplated by the Sealed Air Settlement Agreement,  d.incorporate
promptly, if it is the party drafting such document, or if otherwise, urge the
party drafting such document promptly to incorporate, into any such document
each provision with respect to the subject matter set forth or referred to in
paragraphs II(c)(ix), (x), and (xi), paragraph VI(g), clauses (i)(A) through
(C) of paragraph VI(c) of the Sealed Air Settlement Agreement and
clauses o. and p. and sub-clauses h(1) through (3) of this Annex I,
as the case may be, that are reasonably requested by Cryovac, Inc.,  e.take all
Defined Actions (as defined in the Sealed Air Settlement Agreement) required to
be taken pursuant to, or that are reasonably requested by Sealed Air
Corporation and consistent with the provisions of, paragraphs II(c)(ix), (x),
or (xi), or VI(g), of the Sealed Air Settlement Agreement and clauses o. and p.
of this Annex I, as the case may be, provided,
however, that it shall not be required to take a Defined Action (as
defined in the


Sealed
Air Settlement Agreement) as required pursuant to this clause e. if each of the
following four requirements has been previously satisfied (1) it has fully
performed all of its obligations set forth in paragraph VI(f) of the
Sealed Air Settlement Agreement or clause n. of this Annex I, (2) it has
received a Contrary Opinion (as defined in the Sealed Air Settlement Agreement)
with respect to such Defined Action (as defined in the Sealed Air Settlement
Agreement) required or prohibited pursuant to paragraph VI(b) of the
Sealed Air Settlement Agreement or clauses e., f. and g. of this Annex I, as
the case may be, (3) it has provided a copy of such Contrary Opinion (as
defined in the Sealed Air Settlement Agreement) to Sealed Air Corporation, and (4) within
forty-five days of the receipt by Sealed Air Corporation of such Contrary
Opinion (as defined in the Sealed Air Settlement Agreement), Sealed Air
Corporation has not provided it with a Sealed Air Opinion (as defined in the
Sealed Air Settlement Agreement),  f.be prohibited
from taking any Defined Action (as defined in the Sealed Air Settlement
Agreement) prohibited from being taken pursuant to, or that is  inconsistent with the provisions of,
paragraphs II(c)(ix), (x), or (xi), or VI(g), of the Sealed Air Settlement
Agreement and clauses o. and p. of this Annex I, provided, however, that it shall not be prohibited from
taking a Defined Action (as defined in the Sealed Air Settlement Agreement) as
required pursuant to this clause f. if each of the following four requirements
has been previously satisfied (1) it has fully performed all of its
obligations set forth in paragraph VI(f) of the Sealed Air Settlement
Agreement or clause n. of this Annex I, (2) it has received a Contrary
Opinion (as defined in the Sealed Air Settlement Agreement) with respect to
such Defined Action (as defined in the Sealed Air Settlement Agreement)
required or prohibited pursuant to paragraph VI(b) of the Sealed Air
Settlement Agreement or clauses e., f. and g. of this Annex I, as the case may
be, (3) it has provided a copy of such Contrary Opinion (as defined in the
Sealed Air Settlement Agreement) to Sealed Air Corporation, and (4) within
forty-five days of the receipt by Sealed Air Corporation of such Contrary
Opinion (as defined in the Sealed Air Settlement Agreement), Sealed Air
Corporation has not provided it with a Sealed Air Opinion (as defined in the
Sealed Air Settlement Agreement),  g.use its best
efforts not to make any statement in a court document filed in the SA Debtors
Chapter 11 Cases or in any oral statement to the court in the SA Debtors
Chapter 11 Cases that is prohibited by, or 
inconsistent with the provisions of, paragraphs II(c)(ix), (x), or (xi),
or VI(g), of the Sealed Air Settlement Agreement or clauses o. and p. of this
Annex I, as the case may be, provided,
however, that it shall not be required to take, or be prohibited
from taking, as the case may be, a Defined Action (as defined in the Sealed Air
Settlement Agreement) as required pursuant to this paragraph g. if each of the
following four requirements has been previously satisfied (1) it has fully
performed all of its obligations set forth in paragraph VI(f) of the
Sealed Air Settlement or clause n. of this Annex I Agreement, as the case may
be, (2) it has received a Contrary Opinion (as defined in the Sealed Air
Settlement Agreement) with respect to such Defined Action (as defined in the
Sealed Air Settlement Agreement) required or prohibited pursuant to this
sentence, (3) it has provided a copy of such Contrary Opinion (as defined
in the Sealed Air Settlement Agreement) to Sealed Air Corporation, and (4) within
forty-five days of the receipt by Sealed Air Corporation of such Contrary
Opinion (as defined in the Sealed  2


Air
Settlement Agreement), Sealed Air Corporation has not provided it with a Sealed
Air Opinion (as defined in the Sealed Air Settlement Agreement),  h.promptly notify
Cryovac, Inc. and Sealed Air Corporation upon receipt by any of them or
any of their Affiliates of any notice of any pending or threatened audit or
assessment, suit, litigation, proposed adjustment, deficiency, dispute,
administrative or judicial proceeding or other similar Claim (as defined in the
Sealed Air Settlement Agreement) involving any of them or any of their
Affiliates from any Tax authority or any other Entity challenging (1) the
qualification of the Asbestos PI Trust or the Asbestos PD Trust as a Qualified
Settlement Fund (as defined in the Sealed Air Settlement Agreement), (2) the
qualification of Cryovac, Inc. as a Transferor (as defined in the Sealed
Air Settlement Agreement) to the Asbestos PI Trust or the Asbestos PD Trust, (3) the
transfer by Cryovac, Inc. of the Cryovac Payment (reduced by the amount of
the Asbestos PD Initial Payment) to the Asbestos PI Trust pursuant to Section 7.2.2
of the Plan or the Confirmation Order and the Asbestos PD Initial Payment to
the Asbestos PD Trust pursuant to Section 7.3.2 of the Plan or the
Confirmation Order as a direct payment by Cryovac, Inc. to the Asbestos PI
Trust or the Asbestos PD Trust for Asbestos Claims that constitutes an ordinary
and necessary expense of Cryovac, Inc. (for purposes of this Annex I, any
such audit or assessment, suit, litigation, proposed adjustment, deficiency,
dispute, administrative or judicial proceeding or other similar Claim (as
defined in the Sealed Air Settlement Agreement), for purposes of this Annex I a
Tax Claim),  i.permit, and
cause their respective Affiliates to permit, Cryovac, Inc. and Sealed Air
Corporation to participate at their expense in the defense or prosecution of
any Tax Claim (including to participate in all discussions with the Tax
authorities regarding any Tax Claim and to be allowed to provide affirmative
suggestions or comments with respect to any written submissions or
communications to the Tax authorities regarding any Tax Claims, which comments
and suggestions shall be incorporated into such written submissions or
communications with the consent of the SA Debtors, such consent not to be unreasonably
withheld),  j.consult with
Cryovac, Inc. and Sealed Air Corporation in connection with the defense or
prosecution of any Tax Claim and provide such cooperation and information as
Cryovac, Inc. and Sealed Air Corporation shall reasonably request with
respect to any Tax Claim,  k.agree to use
its best efforts to attempt to sever any Tax Claim from other issues raised in
any audit or assessment, suit, litigation, proposed adjustment, deficiency,
dispute, administrative or judicial proceeding or other similar Claim (as
defined in the Sealed Air Settlement Agreement) and shall instruct their, and
their Affiliates, respective Chief Executive Officer, Chief Financial Officer,
and Director of Taxes to deliver, and shall cause each of their Affiliates, to
deliver to Cryovac, Inc. and Sealed Air Corporation:  1.promptly after
the receipt of any document received from the IRS relating to a Tax Claim, a
copy of such document;  2.any document
delivered to the IRS with respect to a Tax Claim promptly after such document
is delivered to the IRS, provided, however,
that, if such document  3


was
prepared in response to a request by the IRS, then prior to the delivery of
such document to the IRS, Cryovac, Inc. and Sealed Air Corporation shall
be allowed to provide affirmative suggestions or comments with respect to any
such document, as provided in paragraph VI(c)(ii) of the Sealed Air
Settlement Agreement and clauses i. and j. of this Annex I;  3.at least five
days prior to any meeting or conference (whether in person or by
teleconference) scheduled with the IRS during which a Tax Claim may be
discussed, with written notice of such scheduled meeting or conference, and an
opportunity to attend the portions of such meeting or conference during which
any Tax Claim is discussed; and  4.with
cooperation and information reasonably requested by Cryovac, Inc. or
Sealed Air Corporation in connection with any Tax Claim, including, at Cryovac, Inc.s
or Sealed Air Corporations request, status updates with respect to all Tax
Claims.  l.be entitled to
redact any document to be provided to Cryovac, Inc. or Sealed Air
Corporation in furtherance of the obligations set forth in clause k. of this
Annex I to exclude information not pertinent to the Tax Claim,  m.settle or
otherwise dispose of any Tax Claim unless otherwise required by a Final
Determination (as defined in the Sealed Air Settlement Agreement),  n.if any of the
SA Debtors or the SA Non-Debtor Affiliates has determined that an issue (for
the purposes of this Annex I such issue, a Paragraph VI(f) Issue) may
exist with respect to its taking, or the failure to take, a Defined Action (as
defined in the Sealed Air Settlement Agreement) as required pursuant to
paragraph II(c)(ix), (x), or (xi), or VI(b) or VI(g), of the Sealed Air
Settlement Agreement or clauses e., f., g., o., and p., of this Annex I, as the
case may be, then, prior to delivering a Contrary Opinion (as defined in the
Sealed Air Settlement Agreement) to Sealed Air Corporation with respect to such
Defined Action (as defined in the Sealed Air Settlement Agreement) in
accordance with the provisos set forth in paragraph II(c)(ix), (x), or (xi), VI(b) or
VI(g) of the Sealed Air Settlement Agreement, or clauses e., f., g., o.,
and p., of this Annex I, as the case may be, (1) provide to Sealed Air
Corporation, as promptly as practicable, a written notice identifying such
Defined Action (as defined in the Sealed Air Settlement Agreement) and
describing in detail the Paragraph VI(f) Issue and (2) consult and
act (and cause its advisors to, consult and act) in good faith to determine and
resolve (i) if such issue relates to a Tax issue, whether, as a result of
a Change in Circumstances, there is no reasonable basis, as defined in IRC
section 6662 (or successor provision thereof), for the taking of, or the
failure to take, such Defined Action (as defined in the Sealed Air Settlement
Agreement) by such Entity or (ii) if such issue relates to an accounting
issue, whether, as a result of a Change in Circumstances, the taking, or the
failure to take, such Defined Action (as defined in the Sealed Air Settlement
Agreement) is inconsistent with generally accepted accounting principles.  For purposes of this Annex I, Change in Circumstances
shall mean (i) for U.S. federal income tax purposes, (x) any
amendment to the IRC or the final or temporary regulations promulgated under
the IRC, (y) a decision by any federal court, or (z) a Revenue
Ruling, Notice, Revenue Procedure, or  4


Announcement,
which amendment is enacted, promulgated, issued, or announced, or which
decision, Revenue Ruling, Notice, Revenue Procedure, or Announcement is issued
or announced, in each case, after the Effective Date, and (ii) for
financial accounting purposes, any amendment to or change in generally accepted
accounting principles, which amendment is issued or announced or, which change
occurs, in each case, after the Effective Date.  o.unless
otherwise required by a Final Determination (as defined in the Sealed Air
Settlement Agreement), (1) file all Tax Returns required to be filed by
such Entity, if any, consistent with the provisions of paragraph II(c)(ix) of
the Sealed Air Settlement Agreement and take all other Defined Actions (as
defined in the Sealed Air Settlement Agreement) that are reasonably requested
by Sealed Air Corporation and consistent with the provisions of paragraph II(c)(ix) of
the Sealed Air Settlement Agreement, and (2) be prohibited, from taking
any Defined Action (as defined in the Sealed Air Settlement Agreement) that may
result in the disqualification of the Asbestos PI Trust or the Asbestos PD
Trust as a Qualified Settlement Fund (as such term is defined in the Sealed Air
Settlement Agreement) or be inconsistent with Cryovac, Inc. being treated
as a Transferor (as defined in the Sealed Air Settlement Agreement) of the
Cryovac Payment (reduced by the amount of the Asbestos PD Initial Payment)
directly to the Asbestos PI Trust pursuant to Section 7.2.2 of the Plan
and the Confirmation Order and the Asbestos PD Initial Payment directly to the
Asbestos PD Trust pursuant to Section 7.3.2 of the Plan and the
Confirmation Order; provided, however,
that it shall not be required to take, or be prohibited from taking, as the
case may be, a Defined Action (as defined in the Sealed Air Settlement
Agreement) as required pursuant to this clause o. if each of the following four
requirements has been previously satisfied: (1) it has fully performed all
of its obligations set forth in paragraph VI(f) of the Sealed Air
Settlement Agreement and clause n. of this Annex I, as the case may be, (2) it
has received a Contrary Opinion (as defined in the Sealed Air Settlement
Agreement) with respect to such Defined Action (as defined in the Sealed Air
Settlement Agreement) required or prohibited pursuant to this clause o., (3) it
has provided a copy of such Contrary Opinion (as defined in the Sealed Air
Settlement Agreement) to Sealed Air Corporation, and (4) within forty-five
days of the receipt by Sealed Air Corporation of such Contrary Opinion (as
defined in the Sealed Air Settlement Agreement), Sealed Air Corporation has not
provided it with a Sealed Air Opinion (as defined in the Sealed Air Settlement
Agreement),  p.treat for all
Tax purposes any and all payments by Cryovac, Inc. of the Cryovac Payment
(reduced by the amount of the Asbestos PD Initial Payment) to the Asbestos PI
Trust pursuant to Section 7.2.2 of the Plan and the Confirmation Order and
the Asbestos PD Initial Payment to the Asbestos PD Trust pursuant to Section 7.3.2
of the Plan and the Confirmation Orderas a direct
payment by Cryovac, Inc. to the Asbestos PI Trust or the Asbestos PD Trust
for Asbestos Claims that constitutes an ordinary and necessary expense of
Cryovac, Inc., and, unless otherwise required by a Final Determination (as
defined in the Sealed Air Settlement Agreement):  1.for financial
accounting or any other regulatory purpose, be prohibited from treating any
payment by Cryovac, Inc. to the Asbestos PI Trust or the Asbestos PD Trust
pursuant to the Plan or the Confirmation Order as a payment by  5


Cryovac, Inc.
to any of the SA Debtors or SA Non-Debtor Affiliates, or as a payment by any SA
Debtor or SA Non-Debtor Affiliate to any Entity (including to the Asbestos PI
Trust or the Asbestos PD Trust) (or treating such payment as, or resulting in,
an expense or deduction of any Debtor or Non-Debtor Affiliate),  2.for Tax
purposes, be prohibited from claiming that any payment by Cryovac, Inc.  to the Asbestos PI Trust or the Asbestos PD
Trust pursuant to the Plan or the Confirmation Order results in or gives rise
(directly or indirectly) to the accrual or allowance of a deduction or expense,
or income to, or any other transfer of any type to, any SA Debtor or SA
Non-Debtor Affiliate,  3.take all
Defined Actions (as defined in the Sealed Air Settlement Agreement) that are
reasonably requested by Sealed Air Corporation and consistent with the
provisions of this clause p.,  4.not take any
position inconsistent with the foregoing on any Tax Return or with any Tax
authority, and  5.not make any
statement in any public or regulatory filing or release or otherwise, or take
any other Defined Action (as defined in the Sealed Air Settlement Agreement),
that is inconsistent with the obligations of such Entity pursuant to this
clause p.,  provided, however, that with respect to
sub-clauses p.3 and p.5 above, it shall not be required to take, or be prohibited
from taking, as the case may be, a Defined Action (as defined in the Sealed Air
Settlement Agreement) as required pursuant to this clause p. if each of the
following four requirements has been previously satisfied: (1) it has
fully performed all of its obligations set forth in paragraph VI(f) of the
Sealed Air Settlement Agreement and clause n. of this Annex 1, as the case may
be, (2) it has received a Contrary Opinion (as defined in the Sealed Air
Settlement Agreement) with respect to such Defined Action (as defined in the
Sealed Air Settlement Agreement) required or prohibited pursuant to this clause
p., (3) it has provided a copy of such Contrary Opinion (as defined in the
Sealed Air Settlement Agreement) to Sealed Air Corporation, and (4) within
forty-five days of the receipt by Sealed Air Corporation of such Contrary
Opinion (as defined in the Sealed Air Settlement Agreement), Sealed Air
Corporation has not provided it with a Sealed Air Opinion (as defined in the
Sealed Air Settlement Agreement),  q.be entitled to
prepare and execute (but not file) a Protective Claim (as defined in the Sealed
Air Settlement Agreement and, for purposes of this Annex I, with respect toeach of the SA Debtors and the SA Non-Debtors
Affiliates,a Grace Protective Claim), (which filing shall be effected only by
Cryovac, Inc. pursuant to, and in accordance with, the provisions of the
Settlement Agreement) for the taxable year of the SA Debtors in which thetransfers by Cryovac, Inc. of the Cryovac Payment
(reduced by the amount of the Asbestos PD Initial Payment) to the Asbestos PI
Trust pursuant to Section 7.2.2 of the Plan or the Confirmation Order and
the Asbestos PD Initial Payment to the Asbestos PD Trust pursuant to Section 7.3.2
of the Plan or the Confirmation Order(for purposes
of  6


this
Annex I, the Transfer) are made, or for any other prior (solely with respect
to a carryback from the taxable year of the Transfer) or subsequent taxable
year in which the Tax Benefits (as defined in the Sealed Air Settlement
Agreement) realized as a result of such Transfer may be claimed by the SA
Debtors (for purposes of this Annex I any such taxable year, a Relevant Tax
Year), and require Cryovac, Inc. to file such Grace Protective Claim with
the IRS or other governmental authority for and on behalf of the SA Debtors;
provided, however, that a Grace Protective Claim shall not be required to be
filed by Cryovac, Inc. at any time prior to 15 days before the expiration
(taking into account all extensions thereof) of the applicable statute of
limitations for the SA Debtors to file an amended return (SOL) for the
Relevant Tax Year, and provided further that notwithstanding anything to the
contrary set forth in paragraph VI(h) of the Sealed Air Settlement
Agreement and clauses q., r., s., t. and u. of this Annex I, the Debtors may
prepare and execute a Grace Protective Claim, and require Cryovac, Inc. to
file such Grace protective Claim with the IRS or other governmental authority
for a Relevant Tax Year, only if each of the following requirements has been
previously satisfied:  1.the SA Debtors
have granted each extension (and each further extension) to the applicable SOL
for such Relevant Tax Year that has been requested by the IRS,  2.at the time of
each such request by the IRS referred to in sub-clause p.1, above, to extend
(or further extend) the applicable SOL for such Relevant Tax Year, the SA
Debtors shall have used their best efforts to extend (and cause the IRS to agree
to extend) such SOL for a period of two (2) years or longer;  3.in the event
that the IRS has not requested the SA Debtors to extend (or further extend) the
applicable SOL for such Relevant Tax Year prior to 180 days prior to the end of
such SOL, the SA Debtors shall have used their best efforts to extend (and
cause the IRS to agree to extend) such SOL for a period of two (2) years
or longer;  4.the SA Debtors
shall have provided to Cryovac, Inc. a written statement by their Chief
Financial Officer that each of the requirements set forth immediately above in
sub- clauses p.1, 2, and 3 has been satisfied in all respects; and  r.at the request
of Sealed Air Corporation, prepare and execute a Grace Protective Claim to be
filed by Sealed Air Corporation pursuant to paragraph VI(h)(ii) of the
Sealed Air Settlement Agreement or this clause r.  s.pay to Cryovac, Inc.
in immediately available funds fifty (50) percent of the amount of any Tax
Benefit (as defined in the Sealed Air Settlement Agreement) realized as a
result of the Transfer no later than ten (10) days after such Tax Benefit
(as defined in the Sealed Air Settlement Agreement) has been deemed to have
been Actually Realized (as defined in and determined pursuant to the Sealed Air
Settlement Agreement),  t.if requested by
Sealed Air Corporation, use their best efforts to extend (and cause the IRS to
agree to extend) the applicable SOL for any Relevant Tax Year,  7


u.include in Part II
of Form 1120X (or applicable section of any similar state or local tax
form) of any Grace Protective Claim the language set forth on Exhibit 7 of
the Sealed Air Settlement Agreement and only such other language as may be
mutually agreed to by the SA Debtors and Cryovac, Inc. (or Sealed Air
Corporation),  v.withdraw all Grace
Protective Claims upon a Cryovac Final Determination (as defined in the Sealed
Air Settlement Agreement) that the Transfer results in a Tax Benefit (as
defined in the Sealed Air Settlement Agreement) to Cryovac, Inc. (or the
affiliated group filing a consolidated Tax Return of which Sealed Air
Corporation is the common parent), and provide a written statement to Cryovac, Inc.
signed by the Chief Financial Officer of the SA Debtors stating that all Grace
Protective Claims have been withdrawn,  w.upon notice by Cryovac, Inc.
as provided in paragraph VI(i) of the Sealed Air Settlement Agreement, as
the case may be, or if otherwise requested in writing by Cryovac, Inc.,
use reasonable best efforts to pursue all Grace Protective Claims and keep
Cryovac, Inc. fully informed of, and permit Cryovac, Inc. to
participate in, all developments with respect to all such Grace Protective
Claims in a manner consistent with the provisions set forth in paragraphs VI(c)(ii) through
(vi) of the Sealed Air Settlement Agreement and clauses i., j., k., l.,
and m. of this Annex I, as the case may be,  x.no later than ten (10) days
after the SA Debtors shall have Actually Realized (as defined in the Sealed Air
Settlement Agreement) a Tax Benefit (as defined in the Sealed Air Settlement
Agreement) as a result of the Transfer, provide Cryovac, Inc. with a
detailed statement (for the purposes of this Annex I, the Tax Benefit
Statement) specifying (1) the amount of the Tax Benefit (as defined in
the Sealed Air Settlement Agreement) that was Actually Realized (as defined in
the Sealed Air Settlement Agreement) by the SA Debtors and any information
relevant to the computation thereof (including full access to any applicable
Tax Return, non-proprietary work papers and other materials and information of
the SA Debtors and their accountants), (2) the date that such Tax Benefit
(as defined in the Sealed Air Settlement Agreement) was Actually Realized (as
defined in the Sealed Air Settlement Agreement), (3) the amount of
deduction, loss, credit or exclusion initially claimed by the SA Debtors as a
result of the Transfer (for purposes of this Annex I, the Initial Tax Benefit
Item), (4) the amount of the Initial Tax Benefit Item that is utilized by
the SA Debtors to create such Tax Benefit (as defined in the Sealed Air
Settlement Agreement) Actually Realized (as defined in the Sealed Air
Settlement Agreement) (including as a result of all or a portion of the Initial
Tax Benefit Item being carried back or forward), and (5) the amount of the
Initial Tax Benefit Item not yet utilized by the SA Debtors (to create a Tax
Benefit (as defined in the Sealed Air Settlement Agreement) Actually Realized
(as defined in the Sealed Air Settlement Agreement)) that will be carried
forward,  y.no later than 30
days after the SA Debtors have filed their U.S. federal consolidated income Tax
Return for each year beginning the year that includes the Tax Benefit Start
Date (as defined in the Sealed Air Settlement Agreement), deliver to Cryovac, Inc.
an annual statement (for purposes of this Annex I, the CFO Annual Statement),
signed by their Chief Financial Officer under penalties of perjury, that sets
forth (1) the amount of the Tax Benefits (as defined in the Sealed Air
Settlement Agreement) Actually Realized  8


(as defined in the Sealed Air Settlement
Agreement), if any, by the SA Debtors as a result of the Transfer during the
preceding taxable year (including, without limitation, as a result of an
amended return for any taxable year, a loss or deduction being utilized for
such preceding taxable year, a loss or credit carryback from such preceding
taxable year, or a loss or credit carryforward to such preceding taxable year),
(2) the date (or dates) such Tax Benefits were Actually Realized (as
defined in the Sealed Air Settlement Agreement) during such taxable year, (3) the
amount of the Initial Tax Benefit Item, (4) the amount of the Initial Tax
Benefit Item that is utilized by the SA Debtors to create such Tax Benefit (as
defined in the Sealed Air Settlement Agreement) Actually Realized (as defined
in the Sealed Air Settlement Agreement), and (5) the amount of the Initial
Tax Benefit Item not yet utilized by the SA Debtors (to create a Tax Benefit
(as defined in the Sealed Air Settlement Agreement) Actually Realized (as
defined in the Sealed Air Settlement Agreement)) that will be carried forward,  z.provide Cryovac, Inc.
with all information relevant to the computation of such Tax Benefits (as
defined in the Sealed Air Settlement Agreement) Actually Realized (as defined
in the Sealed Air Settlement Agreement) by the SA Debtors set forth in clause
y.1 of this Annex 1 (including full access to any applicable Tax Return, the
non-proprietary work papers, and other materials and information of the SA
Debtors and their accountants),  aa.within fifteen (15) days
after the SA Debtors receipt of a Tax Benefit Dispute Notice (as defined in
the Sealed Air Settlement Agreement), unless the matters in the Tax Benefit
Dispute Notice (as defined in the Sealed Air Settlement Agreement) have
otherwise been resolved by mutual agreement of the parties, select, jointly
with Cryovac, Inc., a nationally-recognized independent certified public
accountant (for purposes of this Annex I, the Tax Benefit Accountant); provided, however, if the SA Debtors and
Cryovac, Inc. are unable to agree upon the Tax Benefit Accountant within
such fifteen (15) day period, then the SA Debtors and Cryovac, Inc. shall
each select a nationally-recognized independent certified public accountant
which shall then jointly choose the Tax Benefit Accountant within fifteen (15)
days thereafter, and the terms of the engagement of such Tax Benefit Accountant
shall require the Tax Benefit Accountant to comply with paragraph VI(j)(iv) of
the Sealed Air Settlement Agreement,  bb.pay to Cryovac, Inc.
in immediately available funds no later than five (5) days after delivery
of the Tax Benefit Report (as defined in the Sealed Air Settlement Agreement)
to the SA Debtors and Cryovac, Inc. the sum of (x) the excess, if
any, of fifty (50) percent of the amount of the Tax Benefit (as defined in the
Sealed Air Settlement Agreement) Actually Realized (as defined in the Sealed
Air Settlement Agreement) set forth in the Tax Benefit Report (as defined in
the Sealed Air Settlement Agreement) over the amount previously paid, if any,
by the SA Debtors to Cryovac, Inc. with respect thereto and (y) interest
with respect to any such excess, as provided for in paragraph VI(k) of the
Sealed Air Settlement Agreement,  cc.if a loss, deduction,
credit or exclusion that resulted in Tax Benefit that was Actually Realized (as
defined in the Sealed Air Settlement Agreement) by the SA Debtors is later
denied by a Taxing authority by (x) a decision, decree or other order by a
court of  9


competent jurisdiction, which has become
final and unappealable or (y) any other means (including a closing
agreement or accepted offer in compromise under section 7121 or 7122 of the
Internal Revenue Code) if Cryovac, Inc. has consented to such other means,
which consent shall not be unreasonably withheld or delayed, provide (1) a
written statement, signed under penalties of perjury by the Chief Financial
Officer of the SA Debtors, that states (i) the amount of such loss,
deduction, credit or exclusion that was denied, (ii) the amount of the Tax
Benefits (as defined in the Sealed Air Settlement Agreement) Actually Realized
(as defined in the Sealed Air Settlement Agreement) that was initially
determined and paid by the SA Debtors to Cryovac, Inc. for such taxable
period, and (iii) the revised amount of the Tax Benefit (as defined in the
Sealed Air Settlement Agreement) Actually Realized (as defined in the Sealed
Air Settlement Agreement) for such taxable period taking into account the
denial of such loss, deduction, credit or exclusion, and (2) provide to
Cryovac, Inc. any information relevant to the computation of such initial
and revised amount of the Tax Benefits (as defined in the Sealed Air Settlement
Agreement) Actually Realized (as defined in the Sealed Air Settlement
Agreement) by the SA Debtors (including full access to any applicable Tax
Return, the non-proprietary work papers, and other materials and information of
the SA Debtors and their accountants), and  dd.perform all other actions
required, and refrain from taking any other activities precluded, by the Sealed
Air Settlement Agreement.  10


Annex II  Pursuant to Section 7.7(oo)
of the Plan, and not by way of limitation of the Sealed Air Settlement
Agreement, unless indicated otherwise:  a.each
of the Plaintiffs, the Asbestos PI Trust and the Asbestos PD Trust shall,
unless otherwise required by a Final Determination, (1) file all Tax
Returns required to be filed by it, if any, consistent with the provisions of
this clause a. and shall take all other Defined Actions (as defined in the
Sealed Air Settlement Agreement) that are reasonably requested by Sealed Air
Corporation and consistent with the provisions of this clause a., and (2) be
prohibited from taking any Defined Action (as defined in the Sealed Air
Settlement Agreement) that may result in the disqualification of the Asbestos PI Trust or the
Asbestos PD Trust as a Qualified Settlement Fund (as defined in the
Sealed Air Settlement Agreement) or be inconsistent with Cryovac, Inc.
being treated as a transferor (as defined under Treasury Regulations section
1.468B-1(d)) (for purposes of this Annex II the Transferor) of the Cryovac
Payment (reduced by the amount of the Asbestos PD Initial Payment) directly to
the Asbestos PI Trust pursuant to Section 7.2.2 of the Plan and the
Confirmation Order and the Asbestos PD Initial Payment directly to the Asbestos
PD Trust pursuant to Section 7.3.2 of the Plan and the Confirmation Order,  provided, however, that it shall not be
required to take, or be prohibited from taking, as the case may be, a Defined
Action (as defined in the Sealed Air Settlement Agreement) as required pursuant
to this clause a. if each of the following four requirements has been
previously satisfied (i) it has fully performed all of its obligations set
forth in paragraph VI(f) of the Sealed Air Settlement Agreement, (ii) it
has received a Contrary Opinion (as defined in the Sealed Air Settlement
Agreement) with respect to such Defined Action (as defined in the Sealed Air
Settlement Agreement) required or prohibited pursuant to this clause a., (iii) it
has provided a copy of such Contrary Opinion (as defined in the Sealed Air
Settlement Agreement) to Sealed Air Corporation, and (iv) within
forty-five days of the receipt by Sealed Air Corporation of such Contrary Opinion
(as defined in the Sealed Air Settlement Agreement), Sealed Air Corporation has
not provided it with a Sealed Air Opinion (as defined in the Sealed Air
Settlement Agreement),  b.the Asbestos PI
Trust and the Asbestos PD Trust shall, unless otherwise required by a Final
Determination (as defined in the Sealed Air Settlement Agreement), treat for
all Tax purposes any and all payments by Cryovac Inc. pursuant to Sections
7.2.2 and 7.2.3 of the Plan and the Confirmation Order, as a direct payment by
Cryovac, Inc. to the Asbestos PI Trust or the Asbestos PD Trust, as
applicable, for Asbestos Claims that constitutes an ordinary and necessary
expense of Cryovac, Inc, and each of the Plaintiffs, the Asbestos PI Trust and
the Asbestos PD Trust shall, unless otherwise required by a Final Determination
(as defined in the Sealed Air Settlement Agreement): (1) be prohibited
from taking any Defined Action (as defined in the Sealed Air Settlement
Agreement) that is inconsistent with the foregoing provisions of this clause
b., and (2) take all Defined Actions (as defined in the Sealed Air
Settlement Agreement) that are


reasonably requested by Sealed Air Corporation and consistent with the
provisions of this clause b.; provided, however, that it shall
not be required to take, or be prohibited from taking, as the case may be, a
Defined Action (as defined in the Sealed Air Settlement Agreement) as required
pursuant to sub-clauses (1) and (2) of this clause b. if each of the
following four requirements has been previously satisfied (i) it has fully
performed all of its obligations set forth in paragraph VI(f) of the
Sealed Air Settlement Agreement, (ii) it has received a Contrary Opinion
(as defined in the Sealed Air Settlement Agreement) with respect to such
Defined Action (as defined in the Sealed Air Settlement Agreement) required or
prohibited pursuant to this clause b., (iii) it has provided a copy of
such Contrary Opinion (as defined in the Sealed Air Settlement Agreement) to
Sealed Air Corporation, and (iv) within forty-five days of the receipt by
Sealed Air Corporation of such Contrary Opinion (as defined in the Sealed Air
Settlement Agreement), Sealed Air Corporation has not provided it with a Sealed
Air Opinion (as defined in the Sealed Air Settlement Agreement),  c.if it has
determined that an issue (for the purposes of this Annex II such issue, a Paragraph
VI(f) Issue) may exist with respect to its taking, or the failure to
take, a Defined Action (as defined in the Sealed Air Settlement Agreement) as
required pursuant to paragraph II(c)(ix) or (x), of the Sealed Air
Settlement Agreement or clauses a. and b., of this Annex II, as the case may
be, then, prior to delivering a Contrary Opinion (as defined in the Sealed Air
Settlement Agreement) to Sealed Air Corporation with respect to such Defined
Action (as defined in the Sealed Air Settlement Agreement) in accordance with
the provisos set forth in paragraph II(c)(ix) or (x) of the Sealed
Air Settlement Agreement, or clauses a. and b., of this Annex II, as the case
may be, each of the Plaintiffs, the Asbestos PI Trust and the Asbestos PD
Trust, as the case may be, shall (1) provide to Sealed Air Corporation, as
promptly as practicable, a written notice identifying such Defined Action (as
defined in the Sealed Air Settlement Agreement) and describing in detail the
Paragraph VI(f) Issue and (2) consult and act (and cause its advisors
(including accountants and tax attorneys, as the case may be) to, consult and
act) in good faith to determine and resolve (i) if such issue relates to a
Tax issue, whether, as a result of a Change in Circumstances (as defined in the
Sealed Air Settlement Agreement), there is no reasonable basis, as defined in
IRC section 6662 (or successor provision thereof), for the taking of, or the failure
to take, such Defined Action (as defined in the Sealed Air Settlement
Agreement) by such Entity or (ii) if such issue relates to an accounting
issue, whether, as a result of a Change in Circumstances, the taking, or the
failure to take, such Defined Action (as defined in the Sealed Air Settlement
Agreement) is inconsistent with generally accepted accounting principles, and  d.perform all other
actions required, and refrain from taking any other activities precluded, by
the Sealed Air Settlement Agreement.  2