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                                                                   Exhibit 10.22

[GRACE LOGO]

                                David B. Siegel
                                Senior Vice President, General Counsel
                                & Secretary

                                W. R. Grace & Co.
                                1750 Clint Moore Road
                                Boca Raton, FL 33487-2707

                                Phone:  (561) 362-1661

June 10, 1999


Mr. P. J. Norris
Chairman, President & CEO
W. R. Grace & Co.

Dear Paul,

Per our recent discussions, the following is a summary of the employment status,
compensation and other arrangements that we agreed to regarding my personal
situation in connection with the relocation of the Company's Headquarters to
Columbia, Maryland:

1.       I will remain with the Company in the position of Senior Vice President
         and General Counsel and resign from the position of Secretary in
         anticipation that Mark Shelnitz will be elected Secretary by the Board
         at its July 8, 1999 meeting.

2.       Under this arrangement I will receive a salary increase to $300,000 per
         year effective July 1, 1999 and agree to divide my working time
         approximately 50%/50% between Boca Raton, Florida and Columbia,
         Maryland, with the intention of remaining with the Company as Senior
         Vice President and General Counsel, at least through June 30, 2000.

         By March 31, 2000, we will reach mutual agreement for me to either stay
         with the Company or to resign as of June 30, 2000. In either case,
         however, voluntary termination or resignation at the Company's request,
         I will be eligible for all of the Productivity Effectiveness Program
         (PEP) separation arrangements including, but not limited to, severance
         pay, vesting of stock options and prorated restricted shares, etc.
         Further, in the event we mutually agree to extend my employment with
         the Company beyond June 30, 2000, I will remain eligible for the PEP
         separation arrangements, provided that I give the Company 90 days
         notice if I voluntarily resign at any time after that date. In turn, I
         understand and agree that the Company will give me at least 90 days
         notice in the event it decides to terminate my employment at any time
         after June 30, 2000 and that the PEP severance arrangement will also be
         provided to me in such a case. However, as of June 30, 2001, I will
         become an employee at will and not be eligible for the PEP severance
         arrangement, in the event of my voluntary resignation.

3.       If I become entitled to receive severance benefits under the Executive
         Severance Agreement between me and the Company (i.e., the "Golden
         Parachute"), then I will receive benefits under that Agreement and will
         not receive the benefits of the PEP separation arrangements. In
         addition, if I become eligible to receive severance pay under any other
         program or plan of the Company (other than the PEP separation
         arrangements), at the time I become entitled to receive benefits under
         the PEP separation arrangements, then I will not receive benefits under
         such other program or plan of the Company, and will only receive the
         benefits of the PEP separation arrangements; except that, if the
         benefits under such other program or plan are of greater cash value
         than the benefits of the PEP separation arrangements, I will only
         receive benefits under such other program or plan and not under the PEP
         separation arrangements.


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4.       I will not be eligible for the PEP relocation features such as, but not
         limited to, the Boca Raton home sale, home purchase in the Columbia,
         Maryland area, the miscellaneous allowance or the state income tax
         lump-sum payment. These features of the relocation program will be
         available to me if we mutually agree that I will relocate to Columbia
         after June 30, 2000.

5.       In connection with dividing my working time between Boca Raton and
         Columbia, the Company will provide the following:

         o        Availability of a furnished, one bedroom/den apartment in
                  Baltimore

         o        Midsize rental car while on business in Columbia

         o        Roundtrip coach airfare

         In recognition of the above, I agree to pay for all of my other
         individual expenses, including meals (except business meals) while in
         Columbia.

This letter constitutes all the employment status and compensation arrangements
agreed to regarding my personal situation in connection with to the relocation
of the Company's Headquarters to Columbia, Maryland.

Sincerely,

Agreed and Accepted:

--------------------------------
P. J. Norris

--------------------------------
Date

cc:   W. B. McGowan
      W. L. Monroe