0001104659-05-034178 Sample Contracts

CASH AWARD AGREEMENT
Cash Award Agreement • July 26th, 2005 • Sealed Air Corp/De • Converted paper & paperboard prods (no contaners/boxes) • Delaware

The Employee is now in the employ of the Corporation or one of its Subsidiaries and has been selected by the Organization and Compensation Committee (the “Committee”) of the Board of Directors of the Corporation as an employee who is in a position to make a significant contribution to the growth and success of the Corporation. Pursuant to the 2005 Contingent Stock Plan of Sealed Air Corporation, the Corporation desires to provide an incentive to the Employee which will permit him or her to share directly in the growth of the Corporation and to further identify his or her interests with those of the stockholders of the Corporation.

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • July 26th, 2005 • Sealed Air Corp/De • Converted paper & paperboard prods (no contaners/boxes) • Delaware

The Employee is now in the employ of the Corporation or one of its Subsidiaries and has been selected by the Organization and Compensation Committee (the “Committee”) of the Board of Directors of the Corporation as an employee who is in a position to make a significant contribution to the growth and success of the Corporation. Pursuant to the 2005 Contingent Stock Plan of Sealed Air Corporation, the Corporation desires to provide an incentive to the Employee that will permit him or her to share directly in the growth of the Corporation and to further identify his or her interests with those of the stockholders of the Corporation.

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • July 26th, 2005 • Sealed Air Corp/De • Converted paper & paperboard prods (no contaners/boxes) • Delaware

The Employee is now in the employ of the Corporation or one of its Subsidiaries and has been selected by the Organization and Compensation Committee (the “Committee”) of the Board of Directors of the Corporation as an employee who is in a position to make a significant contribution to the growth and success of the Corporation. Pursuant to the 2005 Contingent Stock Plan of Sealed Air Corporation, the Corporation desires to provide an incentive to the Employee which will permit him or her to share directly in the growth of the Corporation and to further identify his or her interests with those of the stockholders of the Corporation.

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