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Notice of Proposed Settlement of Class Action_ Hearing - Securities

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					                                      UNITED STATES DISTRICT COURT
                                         DISTRICT OF NEW JERSEY


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

SEALED AIR CORPORATION and
T. J. DERMOT DUNPHY,

                        Defendants.




             NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION,
          HEARING THEREON, RIGHT TO APPEAR, AND RELATED MATTERS

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 THE CLASS
        DESCRIBED HEREIN, YOU MAY BE ENTITLED TO RECEIVE A PAYMENT PURSUANT
        TO THE PROPOSED SETTLEMENT 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 defined as referenced in the Stipulation.
         YOU ARE FURTHER NOTIFIED that a hearing (the “Settlement Hearing”) shall be held before the
Honorable Dennis M. Cavanaugh, on December 2, 2009, at 10:00 a.m., 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 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.

                             SUMMARY DISCLOSURE OF SETTLEMENT TERMS

     CLASS RECOVERY: The proposed Settlement is $20,000,000 (the “Settlement Fund”). Plaintiffs estimate
that there were approximately 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 will 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 III.
    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 10b-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.”
    Specifically, Plaintiffs assert that Defendants: (a) misrepresented that the transaction effectively shifted all
asbestos liabilities away from 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 viability 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
14, 2008.
Discovery, Investigation, 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: (1) consultation with an expert
concerning the amount of damages suffered by the Class; (2) detailed reviews of Sealed 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.
                                                            3
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 August 5, 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 liability against the Defendants under
Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.
    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, 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 Parties from any and all of the Released Claims.
    On the 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 (§ 21D(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 Pharmaceuticals, Inc. v. Broudo, 125 S. Ct. 1627 (2005).




                                                          4
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;
    (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 made 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 Class 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 FROM THE CLASS
        IF YOU ARE A MEMBER OF THE CLASS, YOU MAY BE 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 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 from the Class, postmarked no later than November 18, 2009,
addressed to the Claims Administrator at: Sealed Air Corporation Securities Litigation — Exclusions, c/o Berdon
Claims Administration LLC, P.O. 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 form and manner provided for herein. You cannot
exclude yourself by telephone, email or fax.


                                                           5
    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 be 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 1/3 percent
of the Settlement Fund as fees, plus an additional amount not to exceed $500,000 as reimbursement for the expenses
and costs actually incurred, in prosecuting the action. Class Counsel believe 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 HEARING
     The Final Settlement Hearing shall be held before Honorable Dennis M. Cavanaugh on December 2, 2009, at
10:00 a.m., 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, NJ 07102, to 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 without further
notice to the Class other than 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 November 18, 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 be 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:




                                                           6
           Patrick V. Dahlstrom, Esq.	                – and –	        Lionel Z. Glancy, Esq.
           POMERANTZ, HAUDEK,	                                        GLANCY BINKOW
            GROSSMAN & GROSS LLP	                                      & GOLDBERG LLP
           Ten South LaSalle Street, Suite 3505	                      1801 Avenue of the Stars, Suite 311
           Chicago, IL 60603	                                         Los Angeles, CA 90067
           Telephone: (312) 377-1181	                                 Telephone: (310) 201-9150
           Facsimile: (312) 377-1184	                                 Facsimile: (310) 201-9160
           Email: pdahlstrom@pomlaw.com 	                             Email: lglancy@glancylaw.com
                                                    Class Counsel


                                          Daniel J. Kramer, Esq.
                                          Andrew Gordon, Esq.
                                          PAUL, WEISS, RIFKIND,
                                           WHARTON & GARRISON LLP
                                          1285 Avenue of the Americas
                                          New York, NY 10019-6064
                                          Telephone: (212) 373-3000
                                          Facsimile: (212) 757-3990
                                          Email: dkramer@paulweiss.com
                                          agordon@paulweiss.com
                                          Counsel for Defendants

     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, sign 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 of 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 postmarked on or before January 16, 2010 at the following address:

                                     Sealed Air Corporation Securities Litigation
                                       c/o Berdon Claims Administration LLC
                                                   P.O. 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 therewith.


                                                           7
    By Order of the Court, the Proof of Claim provides for and requires a Release of all Released Claims as defined
in Section II, 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 your claim.
                      VIII. SPECIAL NOTICE TO BROKERS AND OTHER NOMINEES
    Brokerage firms, banks, financial institutions and other nominees (“Nominees”) who, during the Class Period,
purchased or sold Sealed Air common stock, CUSIP # 81211K100 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) title/registration, (2) street address,
(3) city/state/zip; electronically in MS Word or WordPerfect files (label size Avery #5162); 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
matters 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, 1 Martin Luther King Building and Federal Courthouse, 50
Walnut Street, Room 4015, Newark, NJ 07102. 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.com 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, New York 11753-8914
                                         Telephone: (800) 766-3330
                                             Fax: (516) 931-0810
                                      Website: www.berdonclaims.com

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

Dated: September 9, 2009	                                                 UNITED STATES DISTRICT COURT
                                                                          DISTRICT OF NEW JERSEY
                                                          8
                            PROOF OF CLAIM AND RELEASE FORM

A. GENERAL INSTRUCTIONS & INFORMATION
   1. You are urged to carefully read the accompanying Notice of Proposed Settlement Of Class Action,
Hearing Thereon and Right to Appear, and Related Matters (the “Notice”).
     2. 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.
    3. You must mail your completed and signed Proof of Claim and Release Form postmarked on or
before January 16, 2010, addressed to:

                                 Sealed Air Corporation Securities Litigation
                                   c/o Berdon Claims Administration LLC
                                                P.O. Box 9014
                                       Jericho, New York 11753-8914

    4. If you are a Class Member and you do not timely request exclusion, you will be bound by the terms
of any judgment entered in the Litigation.
    5. If you are not a Class Member, do not submit a Proof of Claim and Release Form.
    6. All capitalized terms used in this Proof of Claim and Release Form are the same as used in the Notice.
  7. If you need assistance filling out this Proof of Claim Form, please contact the Claims
Administrator.

                B. 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 set forth 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 Sealed 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, 2002.
    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 stock. (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


                                                       9
   entities and provide proof of their authority (e.g., powers of attorney or currently effective letters
   testamentary or letters of administration) to do so.
 5. 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.
 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 Air 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 your 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” under 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.




                                                   10
                                      Sealed Air Corporation Securities Litigation 	     SEALED AIR
                                                PROOF OF CLAIM

              Must be received by Claims Administrator postmarked no later than January 15, 2010

      C. CLAIMANT IDENTIFICATION
                                                  Please Type or Print

      _______________________________________________________________________________________
      Beneficial Owner’s Name (as it appears on your brokerage statement)


      _______________________________________________________________________________________
      Joint Beneficial Owner’s Name (as it appears on your brokerage statement)


      _______________________________________________________________________________________
LU	   Street Address
W
2
2
    _________________________________________
Q	__________________ _____________________
      City	                                                      State	                 Zip Code
c	


      _________________________________________ 	                _________________________________________
      Foreign Province	                                          Foreign 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 Name and Address (if different from beneficial owner listed above)


      _______________________________________________________________________________________

                                                            11
D. 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 documented):
      ______________

   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/Day/Year	                         Purchased	                             Yes/No




                                                                                                             W
                                                                                                             cc
   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): ______________
                                                                                                             v
                                                                                                             W
   4. Separately list each and every sale of Sealed Air common stock during the period March 27, 2000
      through November 29, 2002, and provide the following information ( must be documented):


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




   5. State the total number of shares of Sealed Air 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 documented):
      ______________

  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 THE RELEASE AND SIGN
                            THE CERTIFICATION ON PAGE 14.




                                                   12
      E. SUBMISSION TO JURISDICTION OF THE COURT
           By submitting this Proof of Claim and Release Form, I/we, and every Class member I/we represent, submit
      to the jurisdiction of the United States District Court for the District of New 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 I/we 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.

      F. 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
cc	   immediate families, or any trusts for which any of them are trustees, settlers or beneficiaries (the “Released
=	    Parties”), for all claims (including “Unknown Claims” as defined below), demands, rights, actions or causes
=	
v     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,
0     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, rights, 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
      Effective 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 materially affected his or her settlement with the debtor;
      and 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 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

                                                              13
regard to the subsequent discovery or existence of such different or additional facts. Claimant acknowledges,
and the Class 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.

G. 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 of any of the 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.

H. 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.) 	                                  w
                                                                                                                  o^
    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 	         v
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 	             c
___________________, ________________.
         (City)	            (State/Country)

                                                       ____________________________________________
                                                       Signature of Claimant

                                                       ____________________________________________
                                                       (Print your name here)

                                                       ____________________________________________
                                                       Signature of Joint Claimant, if any

                                                       ____________________________________________
                                                       (Print your name here)

                                                       ____________________________________________
                                                       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.)	

                                                       14
                                                                                                                  X
                                              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) ––––––––––––––––––––––––––––––––––––––––––	                          ______/______/______


           ––––––––––––––––––––––––––––––––––––––––––
     	______/______/______



W
cc
W
2
2
                             ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT
w	                            AMOUNT OF TIME. THANK YOU FOR YOUR PATIENCE.
0
       Reminder Checklist:
           1. Remember to sign the above Release and Certification (or W-8 Certification).
           2. Remember to attach only copies of acceptable supporting documentation, a complete list of which can
              be found on the Claims Administrator’s website.
           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 non-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 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.berdonclaims.com




                                                              15

				
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