0001047469-04-033235 Sample Contracts

SEALED AIR CORPORATION Amendment to Contingent Stock Plan August 4, 2004
Sealed Air Corp/De • November 5th, 2004 • Converted paper & paperboard prods (no contaners/boxes)
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FORM OF CONTINGENT STOCK PURCHASE AGREEMENT—OFFICER
Stock Purchase Agreement—officer • November 5th, 2004 • Sealed Air Corp/De • Converted paper & paperboard prods (no contaners/boxes) • Delaware

The Employee is now an officer of the Corporation and has been selected by the Organization and Compensation Committee (the "Committee") of the Board of Directors of the Corporation as one who is in a position to make a significant contribution to the growth and success of the Corporation. Pursuant to the Contingent Stock Plan of Sealed Air Corporation (the "Plan"), the Corporation desires to provide an incentive to the Employee which will permit him to share directly in the growth of the Corporation and to further identify his interests with those of the stockholders of the Corporation.

FORM OF CONTINGENT STOCK PURCHASE AGREEMENT—SECTION 162(m) OFFICER
Sealed Air Corp/De • November 5th, 2004 • Converted paper & paperboard prods (no contaners/boxes) • Delaware

The Employee is now an officer of the Corporation and has been selected by the Organization and Compensation Committee (the "Committee") of the Board of Directors of the Corporation as one who is in a position to make a significant contribution to the growth and success of the Corporation. Pursuant to the Contingent Stock Plan of Sealed Air Corporation (the "Plan"), the Corporation desires to provide an incentive to the Employee which will permit him to share directly in the growth of the Corporation and to further identify his interests with those of the stockholders of the Corporation.

FORM OF AMENDMENT TO EXISTING CONTINGENT STOCK PURCHASE AGREEMENT—OFFICER
Sealed Air Corp/De • November 5th, 2004 • Converted paper & paperboard prods (no contaners/boxes)

As of the date or each of the dates set forth below, SEALED AIR CORPORATION (the "Corporation") and (the "Employee") entered into a Contingent Stock Purchase Agreement (the "Agreement") providing for the sale to the Employee of the number of shares indicated of the $0.10 par value Common Stock of the Corporation for a purchase price of $1.00 per share under the Contingent Stock Plan of Sealed Air Corporation:

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