Louisiana Municipal Police Employees Retirement System_ et al. v by yaosaigeng

VIEWS: 5 PAGES: 33

									    Case 2:03-cv-04372-DMC-MF Document 209 Filed 08/26/2009 Page 1 of 33




                                 UNITED STATES DISTRICT COURT
                                    DISTRICT OF NEW JERSEY

     LOUISIANA MUNICIPAL POLICE
     EMPLOYEES RETIREMENT SYSTEM,
     Individually And On Behalf of All Others 	         Civil Action No.: 03-CV-4372 (DMC)
     Similarly Situated,
                          Plaintiffs,

           V.
                                                              dtOSED] ORDER PRELIMINARILY
     SEALED AIR CORPORATION 	                                APPROVING SETTLEMENT AND
     and T_ J. DERMOT DUNPHY, 	                           PROVIDING NOTICE TO THE CLASS

                               Defendants.


             WHEREAS, a class action is pending before the Court entitled Louisiana Municipal

     Police Employees Retirement System v. Sealed Air Corp., et al., Civil Action No. 03-CV-4372

     (DMC) (the "Litigation"); and

             WHEREAS, the Court has received the Stipulation of Settlement dated as of July 27,

     2009 (the "Stipulation"), that has been entered into by Plaintiff and the Defendants, and the

     Court has reviewed the Stipulation and its attached Exhibits; and

             WHEREAS, the parties having made application, pursuant to Federal Rule of Civil

     Procedure 23(e), for an order preliminarily approving the settlement of this Litigation, in

     accordance with the Stipulation which, together with the Exhibits annexed thereto, sets forth the

     terxis and conditions for the proposed settlement ofthe Litigation and for dismissal of the

     Litigation with pre,iudice upon the terms and conditions set forth therein; and

             WHEREAS, the Court having read and considered the Stipulation and the Exhibits

     annexed thereto; and

             WHEREAS, all defined terns contained herein shall have the same meanings as set forth

     in the Stipulation;



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         NOW, THEREFORE, IT IS HEREBY ORDER-ED:

          1.   The Court does hereby preliminarily approve the Stipulation and the settlement set

 forth therein, subject to further consideration at the Settlement I tearing described below.

          2.   A hearing (the "Settlement Hearing") shall be held before this Court on

 Du C-, ?—,     2009, at   (^ . ^^;.   'A.m,   in Courtroom 4 of the United States District Court for

 the District of New Jersey, Martin Luther King, Jr. Federal Building & U.S_ Courthouse, 50

 Walnut Street, Newark, New Jersey 07101, to determine: (l) whether the settlement of the

 Class's claims against the Defendants for $20,000,000, should be approved as fair, just,

 reasonable and adequate; (2) whether the proposed Plan of Allocation is fair, just, reasonable,

 and adequate; (3) whether the application of Class Counsel for an award of attorneys' fees and

 expenses should be approved; (4) whether the Class Representative should be granted a

 compensatory award; and (5) whether the Litigation should be dismissed with prejudice as set

 forth in the Stipulation filed with the Court.

          3.   The Court approves, as to form and content, the Notice of Pendency and Proposed

 Settlement of Class Action (the "Notice"), the Proof of Claim and Release form (the "Proof of

 Claim"), and the Summary Notice of Pendency and Proposed Settlement of Class Action and

 Settlement Thereon for publication (the "Publication Notice" or "Summary Notice") annexed as

 Exhibits A-1, A-2 and A-3 hereto, and finds that the mailing and distribution of the Notice and

 publishing of the Summary Notice substantially in the manner and form set forth in ¶!^4-5 of this

 Order meet the requirements of Federal Rude of Civil Procedure 23 and due process, and is the

 best notice practicable under the circumstances and shall constitute due and sufficient notice to

 all Persons entitled thereto.

          4.   The firm of Berdon Claims Administration LLC (the "Claims Administrator") is

 hereby appointed to supervise and administer the notice procedure, as well as the processing of


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claims as more fully set forth below:

               (a)     Class Counsel shall make reasonable efforts to identify all Persons who

are Members of the Settlement Class, and not later than fourteen (14) days after the date of this

Order (the "Notice Date"), Class Counsel shall cause a cop) , of the Notice and the Proof of

Claim, substantially in the forms annexed as Exhibits A-1 and A-2 hereto, to be mailed by first-

class mail to all Class Members who can be identified with reasonable effort;

               (b)     Not later than twenty-one (21) calendar days after the Notice Date, Class

Counsel shall cause the Summary Notice to be published in Globe Newswire; and

               (c)     At least seven (7) calendar- days prior to the Settlement Hearing, Class

Counsel shall cause to be served on Defendants' Counsel and filed with the Court proof, by

affidavit or declaration, of such mailing and publishing,

         5.   Nominees who purchased the publicly traded Sealed Air common stock for the

beneficial ownership of Class Members during the Class Period shall send the Notice and the

Proof of Claim to all beneficial owners of such Sealed Air securities within ten (10) calendar

days after receipt thereof, or send a list of the names and addresses of such beneficial owners to

the Claims Administrator within ten (1.0) calendar days of receipt thereof, in which event the

Claims Administrator shall promptly mail the Notice and Proof of Claim to such beneficial

owners. Class Counsel shall, if requested, reimburse banks, brokerage houses or other nominees

solely for their reasonable out-of-pocket expenses incurred in providing notice to beneficial

owners who are Class Members out of the Settlement Fund, which expenses would not have

been incurred except for the sending of such Notice.. subject to further order of this Court with

respect to any dispute concerning such compensation.

        6.    All members of the Class, who do not submit a timely and valid request for

exclusion in accordance with ^9 below, shall be bound by all determinations and judgments in
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     the Litigation concerning the settlement, whether favorable or unfavorable to the Class.

             7.    Class .Members who do not timely and validly effect their exclusion from the Class,

     and who wish to participate in the Settlement, shall complete and submit Proof of Claim forms in

     accordance with the instructions contained therein. Unless the Court orders otherwise, all Proof

     of Claim forms must be postmarked no later than forty-five days after the Settlement Hearing.

     An y Class Member who does not submit a Proof of Claim within the time provided for, shall be

     barred from sharing in the distribution of the proceeds of the Settlement Fund, unless otherwise

     ordered by the Court. Notwithstanding the foregoing, Class Counsel shall have the discretion to

     accept late-submitted claims for processing by the Claims Administrator so long as the

     distribution of the Net Settlement Fund is not materially delayed thereby.

              8.   Any Member of the Class may enter an appearance in the litigation, at their own

     expense. individually or through counsel of their own choice, in which case such counsel must

     file with the Clerk of the Court and deliver to Class Counsel and Defendants' Counsel a notice of

     such appearance. If they do not enter an appearance, they will be represented by Class Counsel.

             9.    Any Person falling within the definition of the Class may ; upon request, be

     excluded from the Class. Any such Person must submit to the Claims Administrator a request

     for exclusion ("Request for Exclusion"), postmarked no later than fourteen (14) calendar days

     prior to the Settlement Hearing. A Request for Exclusion must: (a) state the name, address, and

     telephone number of the Person requesting exclusion; (b) identify each of the Person's purchases

     and sales of Sealed Air Securities made during the Class Period ; including the dates of purchase

     or sale, the number of shares purchased and/or sold, and the price paid or received per share for

     each such purchase or sale; (c) provide proper evidence of the Person`s purchases and sales of

     Sealed Air securities during the Class Period; and (d) state that the Person wishes to be excluded

     from the Class. All Persons who submit valid and timely Requests for Exclusion in the manner


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set forth in this paragraph shall have no rights under the Stipulation, shall not share in the

distribution of the Net Settlement Fund, and shall not be bound by the Stipulation or the Final

Judgment and Order of Dismissal with Prejudice entered in the Litigation.

        10.   Any Member of the Class may appear in person or by counsel and show cause, if

he, she or it has any, why the proposed settlement of the Litigation should or should not be

approved as fair, reasonable and adequate, why a judgment should or should not be entered

thereon, why the Plan of Allocation should or should not be approved, or why attorneys' fees and

expenses should or should not be awarded to Class Counsel, provided, however, that no Class

Member or any other Person shall be heard or entitled to contest such matters, unless that Class

Member has delivered by hand or sent by first-class mail written objections and copies of any

papers and briefs such that they are postmarked fourteen (14) calendar days prior to the

Settlement Hearing, on (a) Pomerantz Haudek Grossman & Gross LLP, Attn: Patrick V.

Dahlstrom, Ten South LaSalle Street, Suite 3505, Chicago, Illinois 60603; (b) Glancy Binkow &

Goldberg LLP, Attn: Lionel I. Glancy, 1801 Avenue of the Stars, Suite 311, Los Angeles,

California 40067; and (c) Paul, Weiss, Riaind. Wharton & Garrison JA,P, Attn: Daniel J.

Kramer, 1.285 Avenue of the Americas, New York, New York 10019, and filed said objections,

papers and briefs with the Clerk of the United States District Court for the District of New

Jersey, on or before fourteen (14) calendar days prior to the Settlement Hearing. Any Member of

the Class who does not make his, her or its objection in the manner provided shall be deemed to

have waived such objection and shall forever be foreclosed from making any objection to the

fairness or adequacy of the proposed settlement as set forth in the Stipulation, to the Plan of

Allocation, or to the award of attorneys' fees and expenses to Class Counsel, unless otherwise

ordered by the Court.

       11.    The passage of title and ownership of the Settlement Fund to the Escrow Agent in


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      accordance with the terms and obligations of the Stipulation is approved. No Person that is not a

      member of the Class, the Class Representative or Class Counsel shall have any right to any

      portion of. or in the distribution of, the Settlement Fund unless otherwise ordered by the Court or

      otherwise provided in the Stipulation.

               12.   All funds held by the Escrow Agent shall be deemed and considered to be in

     cuslodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such

     time as such funds shall he distributed pursuant to the Stipulation and/or further order(s) of the

      Court.

               13.   Any application by Class Counsel for attorneys' fees or reimbursement of expenses

      or by the Class Representative for reimbursement of its time and expenses shall be filed and

      thirty (30) days prior to the Settlement Hearing, and all papers in support of the settlement and

      the Plan of Allocation shall be filed no later than three (3) days prior to the Settlement Hearing.

               14.   Defendants, Defendants' Corresponding Released Parties, and Defendants' Counsel

      shall have no responsibility for the Plan of Allocation or any application for attorneys' fees or

      reimbursement of expenses submitted by Class Counsel or the Class Representative, and such

      matters will be considered separately from the fairness, reasonableness and adequacy of the

      settlement.

               15.   At or after the Settlement Hearing, the Court shall determine whether the Plan of

      Allocation proposed by Class Counsel, and any application for attorneys' fees or reimbursement

     of expenses shall be approved.

               16.   All reasonable expenses incurred in identifying and notifying Class Members, as

     well as administering the Settlement Fund, shall be paid as set forth in the Stipulation. In the

     event the Settlement is not approved by the Court, or otherwise fails to become effective, neither

     the Plaintiff nor any of its counsel shall have any obligation to repay any amounts incurred or


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properly disbursed pursuant to ¶7.6 of the Stipulation.

        17.   Neither the Stipulation, nor any of its terms or provisions, nor any of the

negotiations or proceedings connected with it, shall be construed as: (1) an admission or

concession by Defendants of the truth of any of the allegations in the Litigation, or of any

liability, fault, or wrongdoing of any kind; or (2) an admission or concession by Plaintiff and/or

the Class of any infirmity in the claims asserted in the Litigation.

        18.   Pending final determination of whether the Settlement should be approved,

Plaintiff, all Class Members, and each of them, and anyone who acts or purports to act on their

behalf, shall not institute, commence or prosecute any action which asserts Released Claims

against any Released Party.

        19.   Pending final determination of whether the Settlement should be approved, al I

proceedings and all discovery are stayed pending further order of the Court.

       20.    The Court reserves the right to adjourn the date of the Settlement Hearing without

further notice to the Class Members, and retains jurisdiction to consider all further applications

arising out of or connected with the proposed settlement. The Court may approve the

Settlement, with such modifications as may be agreed to by the settling Parties, if appropriate,

without further notice to the Class.

        IT IS SO ORDERED.

Dated: 91z	                   2009


                                                       Honrrable Dennis M. Cavanau•
                                                       United States District Judge




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                               UNITED STATES DISTRICT COURT
                                     DISTRICT OF NEW JERSEY
    LOUISIANA MUNICIPAL POLICE
    EMPLOYF S RETIREMENT SYSTEM,
    Individually And On Behalf of All Others	    Civil Action No.: 03-CV-4372 (DMC)
    Similarly Situated,
                         Plaintiffs,

          V.
                                                        NOTICE OF PROPOSED SETTLEMENT
     SEABED AIR CORPORATION	                               OF CLASS ACTION, HEARING
    and T. J..DERMOT DUNPHY, 	                            THEREON, RIGHT TO APPEAR,
                                                             AND RELATED MATTERS
                              Defendants.


    TO: ALL PERSONS OR ENTITIES THAT PURCHASED SEALED AIR
         CORPORATION ("SEALED AIR") SECURITIES DURING THE PERIOD
            FROM MARCH 27, 2000 THROUGH JULY 30, 2002, BOTH DATES
            INCLUSIVE (THE "CLASS PERIOD").

            EXCLUDED FROM THE CLASS ARE DEFENDANTS, THE OFFICERS
            AND DIRECTORS OF SEALED AIR, AND THEIR FAMILIES AND
            AFFILIATES.

           PLEASE READ THIS NOTICE CAREFULLY. YOUR RIGHTS MAY BE
           AFFECTED BY LEGAL PROCEEDINGS IN THIS LITIGATION. IF YOU ARE A
           MEMBER OF TIIE CLASS DESCRIBED HEREIN, YOU MAYBE ENTITLED TO
           RECEIVE A PAYMENT PURSUANT TO 7HE PROPOSED SI:TTI EMENT
           DESCRIBED BELOW.

            YOU ARE HEREBY NOTIFIED that Class Counsel and .Defendants Sealed Air and T.J.
    Dermot Dunphy have entered into a Stipulation of Settlement (the "Stipulation") to settle the
    claims of the Class in this Litigation. All capitalized terms in this Notice are defiled as referenced
    in the Stipulation,

             YOU ARE FURTHER NOTIFIED that a hearing (tile `Settlement Hearing") shall be
    held before the Honorable Dennis M. Cavanaugh, on 	                  . 2009, at 	           . in
    Courtroom 4 of the United States District Court for the District of New Jersey, Martin Luther King
    Building and Federal Courthouse, 50 Walnut Street, Newark 07102 ; to determine: (1) whether the
    settlement of the Class's claims against Sealed Air f'or $20,000,000, should be approved as fair,
    just, reasonable and adequate; (2) whether the proposed Plan of Allocation is fair, just, reasonable,
    and adequate; (3) whether the application of Class Counsel for an award of attorneys' fees and
    expenses should be approved; (4) whether the Class Representative should he granted a
Case 2:03-cv-04372-DMC-MF Document 209 Filed 08/26/2009 Page 10 of 33




 compensatory award; and (5) whether the Litigation should be dismissed with prejudice as set
 forth in the Stipulation filed with the Court.

                   SUMMARY DISCLOSURE OF SETTLEMENT TERMS

          CLASS RECOVERY: The proposed Settlement is $20,000,000 (the "Settlement Fund'').
 Plaintiffs estimate that there were approximatei y 40.6 million allegedly damaged shares of Sealed
 Air common stock purchased during the period of March 27, 2000 through July 20, 2002.
 Pursuant to the Plan of Allocation (see Section III herein) allotting the Settlement Fund among the
 Class Members, and based on assumptions and calculations made by experts, the average per share
 recovery kvil l depend upon, among other things, the number of Class Members submitting valid
 claims. The average per share recovery, before the deduction of any Court awarded attorneys'
 fees and expenses is $0.49 per share. Please be advised that the foregoing average per share
 recovery is an estimate. An explanation of how a Class Member's claim will be calculated is set
 forth in Section 111.

         POTENTIAL OUTCOME OF THE CASE: Plaintiffs and Defendants disagree as to the
 average amount per share that would be recoverable if Plaintiffs prevailed on each claim alleged
 under the Securities Exchange Act of 1934. Plaintiffs and Defendants disagree on, among other
 things, the amount of damages per share, if any, Plaintiffs would be able to prove at trial, the
 methodology used to determine any such damages ; and whether there were any mitigating
 circumstances which would reduce any or all of the damages alleged by Plaintiffs.

         REASONS FOR SETTLEMENT: Plaintiffs believe that the Settlement is fair,
 reasonable, and adequate to the members of the Class_ Plaintiffs and their counsel have reached
 this conclusion after investigating and considering, among other things, the strengths and
 weaknesses of Plaintiffs' claims against Defendants, including the Defendants' contentions that
 the Class's claims are without merit, the uncertainties in this complex litigation, and the concrete
 benefits provided by the Settlement to the members of the Class. Without admitting any
 wrongdoing or liability on their part whatsoever, .Defendants are nevertheless willing to agree to
 make the payment provided for by the Stipulation provided that all of the claims of the Class are
 settled and compromised, in order to avoid the continuing burden, expense, inconvenience and
 distraction to Defendant in this Litigation.

         ATTORNEYS' FEES AND COSTS SOUGHT: Class Counsel intend to apply to the
 Court for an award of attorneys' fees and reimbursement of expenses frorn the Settlement Fund_
 Class Counsel will see p no more than 33-1i3 percent of the Settlement Fund as fees
 (approximately $0.16 of claimants' recovery per share), plus an additional amount not to exceed S
 million as reimbursement for the expenses and costs actually incurred (approximately on a "per
 share" basis) in prosecuting this Litigation. Class Counsel believe their intended fee request to be
 fair and reasonable in light of the amount of time expended on the Litigation, the risks of
 proceeding with the Litigation, and the recovery obtained for the Class.



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Case 2:03-cv-04372-DMC-MF Document 209 Filed 08/26/2009 Page 11 of 33




         IDENTIFICATION OF PLAINTIFFS' LAWYERS' REPRESENTATIVES:
 [questions concerning this proposed Settlement may be directed to Class Counsel:

         Patrick V. Dahlstrom	                         Lionel Z. Glancy
         Pomerantz Haudek	                             Glancy Binkow & Goldberg LLP
          Grossman & Gross LLP	                         1801 Avenue of the Stars, Suite 311
         Ten South La Salle Street, Suite 3503 	       Los Angeles, California 90067
         Chicago, Illinois 60603	                      Telephone: (310) 201-9150 or
         Telephone_ (312) 377-1181	                    toll free (888) 773-9224
         pdahlstromCOi pomlaw.com 	                    info(a^glancvlaw.com .

              L THE CLASS INVOLVED IN THE PROPOSED SETTLEMENT

         The proposed Settlement affects the rights of the members of the Class as heretofore
 certified by the Court. The Class consists of;

         All persons or entities that purchased Sealed Air Corporation securities during the
         period from March 27, 2000 through July 30, 2002, both dates inclusive. Excluded
         from the class are Defendants, the officers and directors of Sealed Air, and their
         families and affiliates.

         Neither the certification of the Class, nor the sending of this Notice, should he construed
 as any indication of the Court's view as to the merits of any claims or defenses asserted by tiny
 party to the Litigation.

                                      11. THE LITIGATION

 Summary of the Liirp_ation

        The Class Representative in this action is the Municipal Police F.,mployees Retirement
 System of Louisiana ("MPERS"), a Sealed Air shareholdcr. MPERS has been appointed by the
 Court to represent the Class.

        The Defendants in this Action are Sealed Air and T, J. Dermot Dunphy (collectively,
 "Defendants"). William Hickey, Daniel Van Riper, David Kelsey, and Jeffery S. Warren were
 dismissed from the Action on December 14, 2005.

         Plaintiffs in this case allege that Defendants made false and/or misleading statements in
 violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 1 Ob-5
 promulgated thereunder, relating to liability stemming from a 1998 transaction whereby: (1) the
 corporation formerly known as W.R. Grace spun off its specialty chemicals and container
 businesses; (2) the corporation formerly known as W.R. Grace acquired Sealed Air Corporation
 and changed its name to Sealed Air Corporation; and (3) the spun off specialty chemicals and
 container businesses were renamed "W.R. Grace & Co."

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              Specifically, Plaintiffs assert that Defendants: (a) misrepresented that the transaction
     effectively shifted all asbestos liabilities away froth the corporation into which they had merged;
     (b) misrepresented the likelihood that the new Sealed Air Corporation would, as a result of this
     transaction, face liability for asbestos claims arising from prior Grace operations; (c)
     misrepresented the likelihood that the transaction would be found to be a fraudulent transfer, even
     after the new W.R. Grace & Co. declared bankruptcy; (d) misrepresented the viabilit y of purported
     defenses to a fraudulent transfer action, including Defendants' assertion that reports from persons
     held out as experts purporting to quantify Grace's future asbestos liability and/or solvency shielded
     Defendants from fraudulent transfer liability; and (e) failed to properly reserve for the contingent
     liabilities arising from the transaction in their reported financial statements.

              The Defendants have denied all claims and wrongdoing asserted in the Complaint and any
     liability arising out of the conduct alleged therein. No trial has occurred in this Action and no
     findings of fault or liability have been made as to any of the parties.

     Prosecution of the Action

           The Action was commenced by the filing of an initial complaint on September 15, 2003.
     An Amended Complaint thereafter was filed on December 1, 2004, which became the operative
     complaint for the Action.

            The Defendants filed motions to dismiss the Amended Complaint on March 14, 2005,
     which the Court granted in part and denied in part on December 19, 2005. Defendants moved for
     reconsideration of the Court's dismissal on December 28, 2005, which the Court granted in part
     and denied in part on July 10, 2006.

             Prior to the Court's determination of the motion for reconsideration, Defendants filed their
     Answer to the Complaint on February 13, 2006 ; and denied all claims and wrongdoing asserted, as
     well as any liability arising out of the conduct alleged in the Complaint. The Defendants also
     asserted certain affirmative defenses to the claims made in the Complaint.

            The Defendants filed a motion for judgment on the pleadings on July 25, 2007, which the
     Court denied on March 17, 2008.

              By an Order and an Opinion dated March 12, 2008, the Court granted plaintiff's motion for
     class certification, certifying the Class, as defined above, appointing MPERS as the Class
     Representative, and appointing Pomerantz Haudek Grossman & Gross LLP and Glancy Binkow &
     Goldberg LLP as Co-Lead Counsel for the Class. Certification of the Class means that the Action
     is legally recognized as a Class Action pursuant to Rule 23 of the Federal Rules of Civil
     Procedure.

             Defendants thereafter Filed a petition for interlocutory appeal under Fed. R. Civ. P. 23(f) to
     the Third Circuit Court of Appeals challenging the Court's Order certifying the Class, which was
     denied by the Third Circuit on May I4, 2008.

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 Discovers, InvestiLyation, and Research Conducted by Class Counsel

          Before agreeing to the Settlement, Class Counsel conducted extensive discovery and
 investigation during the prosecution of the Litigation. This discovery and investigation has
 included: (l ) consultation with an expert concerning the amount of damages suffered by the Class;
 (2) detailed reviews of'Scaled Air's public filings, annual reports, press releases, other public
 statements, and the over 48,000 documents produced by Defendants through the discovery
 process; (3) review of related court filings; (4) review of analyst reports and articles in the
 financial press relating to Sealed Air; (5) depositions of key Sealed Air and W.R. Grace & Co.
 executives, experts who authored critical opinions at-issue in the litigation, and research analysts
 that followed Sealed Air securities during the Class Period; and (6) research of the applicable law
 with respect to the claims asserted in the complaints filed in the Litigation, and the potential
 defenses thereto.

 Proposed Settlement

          The Class Representative's and Defendants' respective counsel participated in protracted
 negotiations. During these negotiations, the parties discussed, among other things, the respective
 claims and defenses, damages analyses, legal analyses, the discovery and motion practice
 conducted and expected to be conducted in the action, the evidence to be offered by the parties at
 trial, and other important factual and legal issues and matters.

         These negotiations resulted in the agreement to settle all claims of the Class against the
 Defendants, i.e., the Stipulation, entered into on June , 2009. Class Counsel believe that the
 claims asserted in the Litigation have merit and that the evidence developed to date in the action
 supports the claims asserted. Class Counsel assert, and believe the Class would present supporting
 evidence at trial establishing Iiability against the Defendants under Sections 10(b) and 20(a) of the
 Securities Exchange Act of 1924.

          However, Class Counsel recognize and acknowledge the expense and length of continued
 proceedings, trial, and appeals. Class Counsel have taken into account the uncertain outcome and
 the risk of any litigation; especially complex actions such as here, and are also mindful of the
 inherent problems of proof under — and defenses to — the federal securities law violations asserted
 in this action, including the defenses asserted by Defendants.

         In light of the foregoing, Class Counsel believe that the Settlement set forth in the
 Stipulation confers a meaningful benefit upon the Class. Based on its evaluation_, Class Counsel
 have determined that the Settlement is in the best interests of the Class.

 The Release

         In return for the payment of the Settlement Fund, Class Members who do not file for
 exclusion from the Class will release, discharge and dismiss with prejudice all Released Claims as
 against each and all of the Released Parties, without costs to any party except as provided herein,

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        upon the Effective Date. Class Representative and all Class Members, whether or not any such
        Person submits a Proof of Claim and Release or shares in the Net Settlement Fund, and Named
        Plaintiffs and Class Representative, on behalf of themselves and each of their predecessors,
        successors, parents, subsidiaries, affiliates, custodians, agents, assigns, representatives, heirs,
        executors, trustees and administrators, will be deemed by this Settlement on the Effective Date to
        release and forever discharge the Released Panics from any and all of the Released Claims.
               Oil
                       	 Effective Date, all Class Members and anyone claiming through or on behalf of any
        of them, will be forever barred and enjoined from commencing, instituting, prosecuting or
        continuing to prosecute any action or other proceeding in any court of law or equity, arbitration
        tribunal, or administrative forum, asserting the Released Claims against any of the Released
        Parties,

                                 III. PROPOSED PLAN OF ALLOCATION

               The $20,000,000 settlement amount and the interest earned thereon shall be the Gross
        Settlement Fund. The Gross Settlement Fund less taxes, approved costs, fees and expenses (the
        "Net Settlement Fund") shall be distributed to members of the Class who submit valid Proofs of
        Claim ("Authorized Claimants").

               The Claims Administrator shall determine each Authorized Claimant's pro rata share of
       the Net Settlement Fund based upon each Authorized Claimant's "Recognized Loss." The
       Recognized Loss formula is not intended to be an estimate of the amount of what a Class Member
       lost or might have been able to recover after a trial; nor is it an estimate of the amount that will be
       paid to Authorized Claimants pursuant to the Settlement. The Recognized Loss formula is simply
       the basis upon which the Net Settlement Fund will be proportionately allocated to Authorized
       Claimants,

               The Plan of Allocation has taken into consideration the Limitation of Damages provision
       of the Private Securities Litigation Reform Act of 1995 (§ 21 D(e) of the Exchange Act, 15 U_S.C.
       § 78u-4(e)), by providing for the reduction of the associated Eligible Amounts in the
       circumstances described above, as well as the decision by the Supreme Court in Dura
       Phai,m aceuticals, Inc. v. Broudo, 125 S. Ct. 1627 (2005).

       For the purposes of this Settlement, the Recognized Losses shall be calculated as follows:

       For each share of Sealed Air common stock purchased during the period March 27, 2000 through
       July 30, 2002. and:

               (a) sold prior to the close of trading on July 30, 2002, the Recognized Loss is zero;

               (b) sold during the period July 31, 2002 through November 29, 2002, the Recognized loss
               is $5.17;


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            (c) held at the close of trading on November 29, 2002, the Recognized Loss is zero.

      General Provisions:

     1.   'There shall be no Recognized loss attributed to any Sealed Air securities other than
     common stock_

     2.      The date of a purchase or sale of Sealed Air common stock is the "trade" date, and not the
     "settlement" date.

     3.     The first-in, first-out basis ("FIFO") will be applied to both purchases and sales.

     4.     Exercises of option contracts will be considered to be purchases or sales of common stock.

     5.   The date of covering a "short sale" is deemed to be the date of purchase of Sealed Air
     common stock: and the date of a "short sale" is deemed to be the date of sale of Sealed Air
     common stock.

     6.      No cash payment will be trade on a claim where the potential distribution amount is less
     than $10. Please be advised that if you did not incur a Recognized Loss as defined in the Plan of
     Allocation you will not receive a cash distribution from the Net Settlement Fund, but you will be
     bound by all determinations and judgments of the Court in connection with the Settlement,
     including being barred from asserting any of the Released Claims against the Released Parties.

     7.   The Court has reserved jurisdiction to allow, disallow or adjust the claim of any glass
     Member on equitable grounds.

     8.     No person shall have any claim against Plaintiffs' Counsel, the Claims Administrator or
     other agent designated by Plaintiffs' Counsel, or any defendant or any defendant's counsel based
     on the distribution made substantially in accordance with the Stipulation and this Plan of
     Allocation, or further orders of the Court.

     9.     Class members who do not submit valid Proofs of Claim will not share in the settlement
     proceeds. Class members who do not either submit a request for exclusion or submit a valid Proof
     of Claim will nevertheless be bound by the settlement and the Order and Final .Judgment of the
     Court dismissing this Action.

                       IV. REQUESTING EXCLUSION FORM THE CLASS

            IF YOU ARE A MEMBER OF THE CLASS, YOU MAY 13E ELIGIBLE TO
            SHARE IN THE BENEFITS OF THIS SETTLEMENT AND WILL BE BOUND BY
            ITS TERMS UNLESS YOU EXCLUDE YOURSELF FROM THE CLASS_

            Each member of the Class shall be bound by all determinations and judgments of the Court

                                                      7
Case 2:03-cv-04372-DMC-MF Document 209 Filed 08/26/2009 Page 16 of 33




  in connection with the Settlement, whether favorable or unfavorable, unless such Class member
  shall mail, by first class mail, sufficient postage prepaid; a written request for exclusion fro gs the
  Class, postmarked no later than 	                       , 2009, addressed to the Claims Administrator
  at: Sealed .Air Corporation Securities Litigation -- Exclusions, c/o Berdon Claims Administration
  LLC, P.Q. Box 9014, Jericho, NY 11753-8914. Such request for exclusion shall be in a form that
  sufficiently identifies (1) the name and address of the person(s) or entity seeking exclusion, and
  (2) a list of all transaction(s) involving Sealed Air common stock during the period March 27,
  2000 through July 30, 2002, including the number of shares, principal amount and trade date of
  each purchase and sale. A request for exclusion shall not be effective unless submitted within the
  time and in the farm and manner provided for herein. You cannot exclude yourself by
  telephone, email or fax.

         If a person or entity who is a member of the Class duly requests to be excluded from
  the Class, such person or entity will not be bound by any orders or judgments entered in
  respect of the Settlement and shall not he entitled to receive any benefits provided by the
  Settlement in the event it is finally approved by the Court.

         If a judgment approving the Settlement provided for in the Stipulation is finally entered, all
  members of the Class who have not requested exclusion shall conclusively be deemed to have
  released and shall thereafter be barred from asserting any of the Released Claims against the
  Released Parties.

              V. STATEMENT OF ATTORNEYS' FEES AND COSTS SOUGHT

          If the proposed Settlement is approved, Class Counsel intend to apply to the Court for an
  award of attorneys' fees and reimbursement of expenses from the Settlement Fund. Class Counsel
  will seek no more than 33 113 percent of the Settlement Fund as fees, plus an additional amount
  not to exceed $ million as reimbursement for the expenses and costs actually incurred, in
  prosecuting the action_ Class Counsel relieve their intended fee request to be fair and reasonable.
  Class Counsel have litigated this case on a wholly contingent basis and have received no
  compensation during the period the case has been pending. Class Counsel expended considerable
  time and expense during the Litigation. Had the case not been successful, Class Counsel would
  have sustained a considerable financial loss.

          In addition, Class Counsel intend to apply to the Court on behalf of the Court appointed
  Class Representative for reimbursement of their reasonable time, costs and expenses, directly
  relating to their representation of the Class. Class Counsel will seek no more than $25,000 for the
  Class Representative.

                           VI. THE FINAL SETTLEMENT HEAKING

          The Final Settlement I leaning shall be held before Honorable Dennis M. Cavanaugh on
  2009, at	        , in Courtroom 4 of the United States District Court for the District of New
  Jersey, Martin .Luther King Building and Federal Courthouse, 50 Walnut Street, Newark 07102, to

                                                     8
Case 2:03-cv-04372-DMC-MF Document 209 Filed 08/26/2009 Page 17 of 33




  determine: (1) whether the settlement of the Class's claims against Sealed Air for $20,000,000,
  should be approved as fair, just, reasonable and adequate; (2) whether the proposed Plan of
  Allocation is fair, just, reasonable, and adequate; (3) whether the application of Class Counsel for
  an award of attorneys' fees and expenses should be approved; (4) whether the Class
  Representative should be granted a compensatory award; and (5) whether the Class Action should
  be dismissed with prejudice as set forth in the Stipulation filed with the Court.

        The Final Settlement Hearing may be adjourned or continued from time to time by the
  Court withoutfurther notice to the Class other titan an announcement at such Final Settlement
  Hearing or at any adjournment or continuance thereof.

           Any member of the Class who does not timely and validly request exclusion from the
  Class and who objects to the Settlement, the adequacy of the representation provided by Lead
  Plaintiff or the Class Representative and Class Counsel, the proposed Plan of Allocation of the Net
  Settlement Fund, the Final Order and Judgment contemplated by the Stipulation, the application
  for attorneys' fees and reimbursement of expenses, and/or the application for the reimbursement of
  the reasonable costs and expenses of the Lead Plaintiff and Class Representative, or who
  otherwise wishes to be heard with respect to any of the foregoing, may appear in person or by
  attorney at the Final Settlement Hearing, at their own expense, and present any evidence or
  argument that may be proper and relevant. However, no person shall be heard, and no papers,
  briefs, pleadings or other documents submitted by any such person shall be considered by the
  Court unless, no later than	                     , 2009, (1) a notice of the person's intention to
  appear, (2) a statement of such person's objections to any matter before the Court, and (3) the
  grounds for such objections or the reason for such person's request to appear and to he heard ; as
  well as the information requested in Section IV herein and all other documents and writings which
  such person desires the Court to consider, shall be filed by such person with the Clerk of the
  Court, and, on or before such filing, shall be delivered by hand, overnight mail or by certified
  mail, return-receipt requested, sufficient postage prepaid, upon the following counsel of record:

         Counsel for Defendants:	                       Class Counsel:

         Daniel J. Kramer, Esq.	                        Patrick V. Dahlstrom, Esq.
         Andrew Gordon, Esq.	                           POMERANTZ, HAUDEK,
         PAUL, WEISS, RIFKIND,	                         GROSSMAN & GROSS LLP
         WHARTON & GARRISON LLP	                        Ten South 1,aSalle Street Suite 3505
         1285 Avenue of the Americas	                   Chicago, IL 60603
         New York, NY 10019-6064	                       Telephone: (312) 377-1181
         Telephone: (212) 373-3000	                      Facsimile: (3l 2) 377-1194
         Facsimile: (212) 757-3990	                      Email: pdahlstrom@pomlaw.com
         Email: dkramer@paulweiss.com
                agordon(apaulweiss.com	                     --and--


                                                        Lionel Z. Glancy, Esq.

                                                   9
Case 2:03-cv-04372-DMC-MF Document 209 Filed 08/26/2009 Page 18 of 33




                                                        GLANCY BINKOW & GOLDBERG LLP
                                                        1801 Avenue of the Stars Suite 311
                                                        Los Angeles, CA 90057
                                                        Telephone: (310) 201-9150
                                                        Facsimile: (310) 201-9160
                                                        Email : lglancy(ctglancylaw.com

          Any person or entity, who fails to object in the manner prescribed in the paragraph
  immediately above shall be deemed to have waived any objections that person may have and shall
  be barred from raising such objections in this or any other action or proceeding. Objections
  directed solely to the proposed Plan of Allocation, attorneys" fees and expenses, or awards to the
  Lead Plaintiff and Class Representative will not affect the finality of either the Settlement or the
  Judgment to be entered thereto, if the Settlement is approved by the Court.

          All members of the Class who do not request exclusion therefrom, in the manner provided
  herein, will be represented by Plaintiffs' Counsel in connection with the Settlement, but may, if
  they so desire, also enter an appearance through counsel of their own choice and at their own
  expense.

                        VII. PROOF OF CLAIM AND RELEASE FORM

         To be eligible to receive a cash distribution from the Settlement Fund you must timely
  complete, execute and file a Proof of Claim and Release Form ("Proof of Claim"). A Proof of
  Claim is annexed to this Notice. You may receive more than one copy of this Notice and the
  Proof of Claim, but you should submit only one Proof oif'Claim.

          The Proof of Claim (1) must be completed in accordance with the Instructions on the
  Proof of Claim, (2) must enclose all documentation required by the Instructions, and (3) must be
  filed with the Court-appointed Claims Administrator at the following address on or before


                           Sealed Air Corporation Securities Litigation
                             c/o Berdon Claims Administration LLC
                                          P_0. Box 9014
                                     Jericho, NY 11753-8914
         A Proof of Claim will be deemed filed when mailed, via first-class mail sufficient postage
  prepaid.

        Members of the Class who do not exclude themselves from the Class and who fail to
 submit a valid and timely Proof of Claim will nevertheless be bound by the Settlement if finally
 approved, and all orders and judgments entered by the Court in connection thcrcvvith.




                                                  10
Case 2:03-cv-04372-DMC-MF Document 209 Filed 08/26/2009 Page 19 of 33




          By Order of the Court, the Proof of Claim provides for and requires a Release of all
  Released Claims as defined in Section 11, Subsection F, above, by all members of the Class who
  file Proofs of Claim. The Release will become effective on the Effective Date of the Settlement.

          Each person or entity submitting a Proof of Claim thereby submits to the jurisdiction of the
  Court for purposes of the Litigation, the Settlement and any proceedings relating to such Proof of
  Claim, and agrees that such a filed Proof of Claim will be subject to review and further inquiry as
  to such person's or entity's status as a member of the Class and the allowable amount of the claim.

          If you would like acknowledgment of the receipt of your Proof of Claim by the Claims
  Administrator, please send it by certified mail, return requested, or its equivalent_ No other
  formal acknowledgment will be provided, and you will bear all risks of delay or non -delivery
  of y our claim.

             17111. SPECIAL NOTICE TO BROKERS AND OTHER NOMINEES

          Brokerage firms, banks, financial institutions and other nominees ("Nominees") who,
  during the Class Period, purchased or sold Scaled Air common stock, CUSIP 4 81211 K 100 in the
  name of the Nominees on behalf of beneficial owners of such securities who may be members of
  the Class, are requested to provide the Claims Administrator with the name and last known
  address of each such person or entity for whom the Nominee executed such transactions,
  preferably in an MS Excel data table setting forth: (1) titlelregistration, (2) street address,
  (3) city/state/zip; electronically in MS Word or WordPerfect files (label size Avery 45162); or
  on computer-generated mailing labels. The Claims Administrator will then cause the Notice
  and the Proof of Claim to be mailed promptly to said beneficial owners. Alternatively, Nominees
  may request additional copies of this Notice and the Proof of Claim from the Claims
  Administrator, in which case the Nominees are required to promptly mail the Notice and the Proof
  of Claim directly to the persons for whom the transactions were made and provide the Claims
  Administrator with written confirmation of having done so. For either alternative, contact the
  Claims Administrator.

      After receipt of a timely request for reimbursement and supporting documentation, the Claims
  Administrator will reimburse the Nominee for all costs reasonably incurred in gathering and
  forwarding the names and addresses of beneficial owners to the Claims Administrator, or
  forwarding the Notice and the Proof of Claim to beneficial owners, as the case may be.

                                 IX. FURTHER INFORMATION

           This Notice merely provides a brief summary of the litigation and the proposed ,Settlement
  and is qualified by and subject in all respects to the full terms and conditions in the Stipulation.
  For a more detailed statement of the platters involved in the litigation, you should refer to the
  pleadings, the Stipulation, and the orders entered by the Court and to the other papers filed in the
  litigation. These papers may be inspected at the Office of the Clerk of the United States District
  Court for District of New Jersey, Martin Luther King Building and Federal Courthouse, 50 Walnut

                                                   11
Case 2:03-cv-04372-DMC-MF Document 209 Filed 08/26/2009 Page 20 of 33




  Street, Room 4015, Newark 07101 If you have any questions regarding the information
  contained in this Notice, you may contact Plaintiffs' Counsel in writing at the addresses specified
  in Section VI, above.

          You may also visit the Claims Administrator's website at www.berdonclaims.cojn to find
  the Stipulation and/or download copies of the Notice and Proof of Claim.

          In addition, you may request additional copies of the Notice and Proof of Claim by
  contacting the Claims Administrator at;

                            Sealed Air Corporation Securities Litigation
                              c/o Berdon Claims Administration LLC
                                           P.O. Box 9014
                                  Jericho, Ncw York 11753-8914
                                    Telephone: (800) 766-333-
                                        Fax: (516) 93 l -0810
                                 Website: www.berdonclairns.com

             INQUIRIES SHOULD NOT BE DIRECTED 'I -O THE COURT, THE
             CLERK'S OFFICE, DEFENDANTS, OR DEFENDANTS' COUNSEL


  Dated:	               , 2009
                                                       UNITED STATES DISTRICT COURT
                                                       DISTRICT OF NEW JERSEY




                                                  12
Case 2:03-cv-04372-DMC-MF Document 209 Filed 08/26/2009 Page 21 of 33
Case 2:03-cv-04372-DMC-MF Document 209 Filed 08/26/2009 Page 22 of 33




                             UNITED STATES DISTRICT COURT
                                DISTRICT OF NEW JERSEY


   LOUISIANA MUNICIPAL POLICE
   EMPLOYEE'S RETIREMENT SYSTEM,
   Individually And On Behalf of All Others
   Similarly Situated,	                                  Civil Action No. 03-ev -4372 (DMC}

                                 Plaintiff,
          -against-

   T. J. DERMOT DUNPHY and	                                     PROOF OF CLAIM
   SEALED AIR CORPORATION,	                                    AND RELEASE FORM

                                 Defendants.



          You are urged to read carefully the accompanying Notice of Proposed Settlement Of
  Class Action, Hearing Thereon and Right to Appear, and Related Matters (the "Notice"). To file
  a claim and recover under the Settlement of this Litigation, you must submit this Proof of Claim
  and Release Form. However, such filing is not a guarantee that you will share in the proceeds of
  the Settlement in the Litigation.

        You Must Mail Your Completed And Signed Proof Of Claim And Release Form
  Postmarked On Or Before	            , 2009 , Addressed To:

                            Sealed Air Corporation Securities Litigation
                              c/o Berdon Claims Administration LLC
                                           P.O. Box 9014
                                  Jericho, New York 11753-89I4

           If you are a Class Member and you do not timely request exclusion, you will be bound by
  the terins of any judgment entered in the Litigation.

         If you are not a Class Member, do not submit a Proof of Claim and Release Form.

          All capitalized terms used in this Proof of Claim and Release Form are the same as used
  in the Notice.

        If you need assistance filling out this Proof of Claim Form, please contact the
  Claims Administrator.
Case 2:03-cv-04372-DMC-MF Document 209 Filed 08/26/2009 Page 23 of 33




  A. INSTRUCTIONS FOR FILLING OUT THE PROOF OF CLAIM FORM

  .Important additional information regarding the Settlement and this Proof of claim is contained
  in the accompanying Notice. Please refer to the Plan of Allocation setforth in the accompanying
  Notice . for a detailed explanation of how a Claimant's Recognized Loss will be calculated.

   1.	   In order to be eligible to participate in the distribution of the Settlement Fund, a Claimant
         must have:

                 (a)     purchased or otherwise acquired the common stock of Scaled Air
                         Corporation ("Sealed Air") during the period from March 27, 2000 through
                         July 30, 2002;
                 (b)     held those Sealed Air shares through July 30, 2002; and
                 (c)     subsequently sold those Sealed Air shares prior November 30, 2001

  2. The submission of a Proof of Claim does not ensure that your claim will be upheld or that
         you will share in any recovery. All claims are subject to verification and investigation. You
         may be requested to provide further information.

  3. All claims must be made by persons or entities who were beneficial owners (as opposed to
          record holders or nominees) of shares of Sealed Air common stocks. (Brokerage firms, banks
          and other nominees are requested to transmit copies of the Notice and Proof of Claim to their
          present or former customers who were such beneficial owners). If shares of Sealed Air
          common stock were owned jointly, all joint owners must complete and sign the Proof of
          Claim.

  4. Executors, administrators, guardians, conservators and trustees may complete and sign the
         Proof of Claim on behalf of persons or entities represented by them, but they must identify
         such persons or entities and provide proof of their authority (e.g., powers of attorney or
         currently effective letters testamentary or letters of administration) to do so.

  S. You must file a separate Proof of Claim Form for each differently named account or
        ownership, such as an individual account, an IRA account, a joint account, a custodial
        account, etc. Joint tenants, co-owners or custodians UGMA should file a single claim.
        Claimants who file one or more claims (e.g., one in Claimant's name and one for an IRA or
        joint ownership) must identify the other claims filed.

  6.     There shall be no Recognized Loss attributed to any Sealed Air securities other than
         common stock.

  7.     The date of purchase and/or sale of shares of Sealed Air common stock is the "trade" date
         and not the "settlement" date.

  8.     The first-in, first-out basis ("FIFO") will be applied to both purchases and sales.

                                                   2
Case 2:03-cv-04372-DMC-MF Document 209 Filed 08/26/2009 Page 24 of 33




  9.     Exercises of option contracts will be considered to be purchases or sales of common stock.

   10.   The date of covering a `'short sale" is deemed to be the date of purchase of sealed Air
         common stock; and the date of a "short sale" is deemed to be the date of sale of Sealed Ait
         common stock.

   11.   No cash payment will be made on a claim where the potential distribution amount is less
         than $10.

  12.    You must attach to your claim form copies of brokerage confirmations ; monthly statements
         or other documentation of vour transactions in Sealed Air common stock in order for your
         claim to be valid. If such documents are not available, a complete list of acceptable
         supporting documentation can be found on the Claims Administrator's website:
         www.berdonclaims.com (click on "Supporting Documentation" Lander Questions and
         Procedures). Failure to provide this documentation could delay verification of your claim
         or could result in rejection of your claim.

  13.    If your trading activity during the Class Period exceeds 50 transactions, you must provide
         all purchase and sale information required in the Schedule of Transactions in an electronic
         file. For a copy of instructions and the parameters concerning an electronic submission,
         contact the Claims Administrator by phone: (800) 766-3330; by fax: (516) 931-0810; or via
         the website: www.berdonclaims.com .

  14.    If you have any questions or need additional Proofs of Claim, contact the Claims
         Administrator by phone: (800) 766-3330; by fax: (516) 931-0810; or via the website:
         www.berdonclaims_com. You may make photocopies of this form.




                                                 3
Case 2:03-cv-04372-DMC-MF Document 209 Filed 08/26/2009 Page 25 of 33




                                            UNITED STATES DISTRICT COtJR'I'
                                               DISTRICT OF NEW JERSEY
                                          Sealed Air Corporeation ,Securities Litigation
                                                                                                      SEALED AIR
       B.	       CLAIMANT IDENTIFICATION

                                                      Please Type or Print


       Beneficial Owner's Name (as it appears on your brokerage stotement)


       Joint Beneficial Owner's Name (as it apj)ears on your brokerage slatement)


       Street Address


       City	                                                                     State	               Zip Code


       Foreign Province	                                                         Forcign Country

                                                               or
       Social Security Number	                                                   Taxpayer Identification Number

       Specify one of the following:
   	             Individual(s)	       	       Corporation	          	            UGMA Custodian	         	       IRA

             	   Partnership	     	         Estate	       	             Trust	             Other; 	


              	                                       (Day)	                                 	          (Evening)
   Area Code Telephone Number 	                                              Area Code Telephone Number


   Facsimile Number	                                                         E-Mail Address


   Record Owner's Narne and Address (if'different ftorn bewficial owner listed above)




                                                                    4
Case 2:03-cv-04372-DMC-MF Document 209 Filed 08/26/2009 Page 26 of 33



   C. SCHEDULE OF TRANSACTIONS IN SEALED AIR. COMMON STOCK


      1. State the total number of shares of Sealed Air common stock owned at the close of trading
         on Friday, March 24, 2000, long or short (if none, enter "0"; if other than zero, must be
         doczanentecl :

      2. Separately list each and every purchase of Sealed Air common stock during the period
         March 27, 2000 through July 30, 2002, and provide the following information (must be
         documented:


           Date of Purchase	                 Number of Shares	           Documentation Enclosed
           Month/DaylYear	                     Purchased	                       Yes/No




      3. State the total number of shares of Sealed Air acquired during the period July 31, 2002
         through November 29, 2002, inclusive (must be documented): 	

      4. Separately list each and every stile of Sealed Air common stock during the period March 27,
         2000 through November 29, 2002, and provide the following information (must be
         documentea):

          Date of Sale	                                                  Documentation Enclosed
         Month/Day/Year	                 Number of Shares Sold	                 Yes/No




      5, State the total number of shares of Sealed Air Corporation common stock owned at the close
          of trading on November 29, 2002, long or short (if none, enter "0"; if other than Zero, must
         be documenteo: 	


   If you need additional space, attach the required information on separate, numbered sheets
        in the same format as above, and print your name and Social Security or Taxpayer
                     Identification number at the top of each additional sheet.

                     YOU MUST ALSO READ TnE RELEASE AND SIGN
                          THE CERTIFICATION ON PAGE _.

                                                   5
Case 2:03-cv-04372-DMC-MF Document 209 Filed 08/26/2009 Page 27 of 33



   D. SUBMISSION TO JURISDICTION OF THE COURT

       By submitting this Proof of Claim and Release Form, I/we, and every Class member 1/we
   represent, submit to the jurisdiction of the United States District Court for the District ofNew Jersey
   for purposes of this Litigation and the Settlement of the Litigation, as reflected in the Stipulation of
   Settlement (the "Settlement"). I/We further agree to be bound by the orders of the Court, agree that
   this Proof of Claim Form, my/our status or the status of the Class member Uwe represent as a
   Claimant and the allowable amount of this claim will be subject to review and further inquiry, and
   that I/we will furnish such additional documentation with respect to this Proof'of Claim as may be
   required.

   E. RELEASE

       By signing this Proof Claim and Release Form, and in consideration of the establishment of the
   Settlement Fund pursuant to the Settlement, as of the Effective Date thereof, the undersigned
   claimant ("Claimant"), on behalf of Claimant and Claimant's predecessors, successors. parents,
   subsidiaries. affiliates, custodians, agents, assigns, representatives, heirs, executors, trustees and
   administrators, hereby releases and forever discharges Sealed Air Corporation, T.J. Dermot Dunphy,
   each and every past and current Defendant, each Defendant's past or present directors, officers,
   employees, partners, member firms or affiliates, principals, agents, predecessors, successors, parents,
   subsidiaries, divisions. joint ventures, attorneys, accountants, insurers, reinsurers, assigns ; spouses,
   heirs, associates, related or affiliated entities, or any members of their immediate families. or any
   trusts for which any of them are trustees, settlers or beneficiaries (the "Released Parties"), for al l
   claims (including "Unknown Claims" as defined below), demands, rights, actions or causes of
   action. liabilities, damages, losses, obligations, judgments, suits, fees, expenses, costs, matters and
   issues of any kind or nature whatsoever, that were alleged in the Action, or that could have been
   alleged in the Action, or any other proceeding (including, but not limited to, any claims arising
   under federal, state or common law, including the federal securities laws and any state disclosure
   law) relating to the purchase of Sealed Air securities during the Class Period.

       "Unknown Claims" means all claims, demands, ri g hts, liabilities, and causes of action of every
   nature and description which any Class Member does not know or suspect to exist in his, her or its
   favor at the time of the release of the Released Parties which, if known by him, her or it, might have
   affected his, her or its settlement with and release of the Released Parties, or might have affected
   his, her or its decision not to object to this Settlement. With respect to any and all Released Claims,
   the Parties stipulate and agree that, upon the Fffective Date, Class Members shall expressly waive,
   and each of the Class Members shall be deemed to have waived, and by operation of the Final
   Judgment and Order of Dismissal With Prejudice shall have waived, the provisions, rights and
   benefits of California Civil Code §1542, which provides:

                   A general release does not extend to claims which the creditor does
                   not know or suspect to exist in his or her favor at the time of
                   executing the release, which if known by him or her must have
                   materiall y affected his or her settlement with the debtor.

   each of the Class Members shall be deemed to have, and by operation of the Final Judgment and
   Order of Dismissal With Prejudice shall have, expressly waived any and all provisions, rights and
   benefits conferred by any law of any state or territory of the United States, or principle of common
   law, which is similar, comparable or equivalent to California Civil Code § 1542. Claimant and Class
   Members may hereafter discover facts in addition to or different from those which he, she or it now
   knows or believes to be true with respect to the subject matter of the Released Claims, but Claimant
   and Class Members shall expressly fully, finally and forever settle and release, and each Class

                                                      6
Case 2:03-cv-04372-DMC-MF Document 209 Filed 08/26/2009 Page 28 of 33



   member, upon the Effective Date, shall be deemed to have, and by operation of the Final Judgment
   and Order of Dismissal With Prejudice shall have, fully, finally, and forever settled and released,
   any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-
   contingent, whether or not concealed or hidden, which now exist, or heretofore have existed ; upon
   any theory' of law or equity now existing or coming into existence in the future, including, but not
   limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty,
   law or rule, without regard to the subsequent discovery or existence of such different or additional
   facts. Claimant acknowledges, and theClass Members shall be deemed by operation of the Final
   Judgment and Order of Dismissal With Prejudice to have acknowledged, that the foregoing waiver
   was separately bargained for and a key element of the Settlement of which this release is a part.

   F. REPRESENTATIONS

       I/We acknowledge that I/we have read the Notice of Proposed Settlement of Class Action,
   Hearing Thereon and Right to Appear, and Related Matters, and that pursuant thereto i/we file this
   claim to participate in the Settlement.

      I/We hereby warrant and represent that neither I/we, nor any person I/we represent, is a
   Defendant (as defined in the Notice) with respect to any of the claims asserted in the Litigation, a
   member of the immediate family ofany ofthe Individual Defendants, or a person or entity who has
   requested exclusion from the Class.

       I/We hereby warrant and represent that I am/we are authorized to execute and deliver this Proof
   of Claim and Release Form.

   G. CERTIFICATION

       I/We certify that I am/we are not subject to backup withholding. (If you have been notified by
   the IRS that you are subject to backup withholding, strike out the previous sentence.)

       I/We declare and affirm under penalties of perjury that the foregoing information and the
   documents attached hereto, including the Social Security or Taxpayer Identification Number shown
   on this Proof of Claim, are true, correct and complete to the best of my/our knowledge, information
   and belief, and that this Proof of Claim and Release Form was executed this 	                day of
     	               2009 in 	
                               (City)	                   (State/Country)




                                                 Signature of Claimant


                                                 (Print your name here)


                                                 Signature of Joint Claimant, if any


                                                 (Print your name here)



                                                     7
Case 2:03-cv-04372-DMC-MF Document 209 Filed 08/26/2009 Page 29 of 33



                                                     Signature of person signing on behalf of Claimant


                                                     (Print your name here)


                                                     Capacity of person signing on behalf of Claimant, if
                                                     other than an individual, (e.g., Executor, President,
                                                     Custodian, etc.)




        SUBSTITUTE FORM W-8: IF YOU ARE NOT A RESIDENT OR CITIZEN OF THE UNITED
        STATES, COMPLETE THE FOLLOWING-

    Permanent residence (principal office if a corporation) 	


        If your claim is connected with a trade or business conducted in the U.S., please provide the name
        and address of your U.S. business, the type of business, and the Federal Tax Identification Number
        of the U.S. business.


    	                                             Tax Identification Number 	

               W-8 Certification: Under the penalties of perjury, I certify that the information provided
        above is true, correct and complete.

               SIGNATURE(S) 	




                                                        8
Case 2:03-cv-04372-DMC-MF Document 209 Filed 08/26/2009 Page 30 of 33



                 ACCURATE. CLAIMS PROCESSING TAKES A SIGNIFICANT
                  AMOUNT OF TIME. THANK YOU FOR YOUR PATIENCE.

    Reminder Checklist:
       1, Remember to sign the above Release and Certification (or W-8 Certification).

          Rememberto attach only copies ofacceptable supporting documentation, a complete
          list of which can be found on the Claims Administrator's websitc.

       3. Do not send originals of securities certificates.

       4. Keep copies of the completed claim form and documentation for your own records.

       5. If you would like to have an acknowledgment of receipt of your claim form, please
          send it Certified Mail, Return Receipt Requested, or its equivalent. You will bear
          all risks of delay or Gaon-delivery of your claim.

       6. If your address changes in the future. or if these documents were sent to an old or
          incorrect address. please send us written notification of your new address.

       7. If you have any questions or concerns regarding your claim, please contact the
          Claims Administrator at:

                       Sealed Air Corporation Shareholders Securities Litigation
                               c/o Berdon Claims Administration LLC
                                            P.O. Box 9014
                                       Jericho, NY 11753-8914
                                     "Telephone: (800) 766-3330
                                         Fax: (516) 931-0810
                                   Website: www.berdoiiclaims.com




                                                     9
Case 2:03-cv-04372-DMC-MF Document 209 Filed 08/26/2009 Page 31 of 33
Case 2:03-cv-04372-DMC-MF Document 209 Filed 08/26/2009 Page 32 of 33




     SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT
         OF ACTION AND SETTLEMENT HEARING THEREON
           TO: ALL PERSONS OR ENTITIES THAT PURCHASED SEALED AIR
                CORPORATION ("SEALED AIR") SECURITIES FROM MARCH
                27, 2000 THROUGH JULY 30, 2002, BOTH DATES INCLUSIVE
                (THE "CLASS PERIOD").

           Excluded from the Class are defendants, officers and directors of Sealed Air,
           and their families and affiliates.

            YOU ARID HEREBY NOTIFIED, pursuant to Rule 23 of the Federal Rules of Civil
    Procedure and an Order of the United States District Court for the District of New Jersey, that a
    hearing will beheld on 	          , 2009, at 	    —.m., before the Honorable Dennis M.
    Cavanaugh in Courtroom 4 of the United States District Court for the District of New Jersey,
    Martin Luther King, Jr. Federal Building & U.S. Courthouse, 50 Walnut Street, Newark, New
    Jersey 07101, to determine: (1) whether the settlement of the Class's claims against the
    Defendants for $20,000,000, should be approved as fair, just; reasonable and adequate; (2)
    whether the proposed Plan of Allocation is fair, just, reasonable, and adequate; (3) whether the
    application of Class Counsel for an award of attorneys' fees and expenses should be approved;
    (4) whether the Class Representative should be granted a compensatory award; and (5) whether
    the Litigation should be dismissed with prejudice as set forth in the Stipulation filed with the
    Court.

            If you are a member of the Class, y our rights are affected by this action and you may
    have the right to participate in any recovery . You also have the right to exclude yourself from
    the Class in accordancc with the directions set forth in a mare detailed Notice of Pendency of
    Class Action, which was mailed to persons and entities identified from the records of defendant
    Sealed Air Corporation as members of the Class. That Notice of Pendency of Class Action
    describes the Class Action and your rights with respect thereto.

           If you have not received a more detailed Notice by mail, please contact in writing:

                                          Claims Administrator
                               Sealed Air Corporation Securities Litigation
                                 c/o Berdon Claims Administration LLC
                                              P.O. Sox 9014
                                     Jericho, New York 1] 753-8914
                                       Telephone: (800) 766-3330

           Inquiries, other than requests for the Notice, may be made to Co-Counsel for the Class:
u Case 2:03-cv-04372-DMC-MF Document 209 Filed 08/26/2009 Page 33 of 33




             Patrick V. Dahlstrom	          Lionel Z. Glancy
             Pomerantz Haudek	              Glancy Binkow & Goldberg i,LP
               Grossman & Gross I_ T	       1801 Avenue of the Stars
             'T'en South La Salle Street	   Suite 311
             Suite 3505	                    Los Angeles, California 90067
             Chicago, Illinois 60603	       Telephone, (310) 201-9150 or
             Telephone: (312) 377-1181	     toll free (888) 773-9224
             pdahlstrom r),i)amlaw.eom	     info 4rglancylmv.com .

                INQUIRIES SHOULD NOT BE DIRECTED TO THE COURT, THE
                CLERK'S OFFICE, DEFENDANTS, OR DEFENDANTS' COUNSEL

       Dated: Newark, New Jersey
                        .2009
                                            Bv Order of the Court
                                            United States District Court
                                            District of New Jersey

								
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