Forms of Agreement relating to 2009 Performance Share Units Awards

As set forth in the proxy statement of Sealed Air Corporation (the "Company") for its upcoming 2009 annual meeting of stockholders, the Organization and Compensation Committee (the "Compensation Committee") of the Company's Board of Directors decided to make awards of performance share units under the 2005 Contingent Stock Plan of Sealed Air Corporation (the "Contingent Stock Plan") for the two-year and three-year performance periods beginning January 1, 2009.

On April 16, 2009, the Compensation Committee approved the following forms of agreement in connection with those awards: (i) Form of Sealed Air Corporation Performance Share Units Award Grant 2009-2010 (attached hereto as Exhibit 10.1 and incorporated herein by reference); (ii) Form of Sealed Air Corporation Performance Share Units Award Grant 2009-2011 (attached hereto as Exhibit 10.2 and incorporated herein by reference); and (iii) Form of Waiver and Release of Sealed Air Corporation Performance Share Units 2008 Two Year Award and 2008 Three Year Award (attached hereto as Exhibit 10.3 and incorporated herein by reference). The forms of award grants specify the recipient, target award, performance goals, and other information regarding the performance share unit awards. The performance goals and their relative weightings are attached as Appendix B to each of the forms of award grants. The forms of award grants contain two-year and three-year vesting periods, respectively. During the vesting periods, the awards granted under these agreements shall be forfeited on termination of employment with the Company, other than as a result of the employee's death, disability or retirement. Other special rules apply in case of termination of employment following a change in control. The purpose of the form of waiver and release was described in the Company's Current Report on Form 8-K, Date of Report March 24, 2009, under the caption "Two-Year Long Term Incentive Awards," which information is incorporated herein by reference.

The Company's principal executive officer, principal financial officer and other individuals included in the Summary Compensation Table of the Company's 2009 proxy statement, referred to as "named executive officers," as well as other key employees of the Company, are eligible to receive performance share units awards under the Contingent Stock Plan.

(d) Exhibits.

Exhibit
Number                                    Description
  10.1      Form of Sealed Air Corporation Performance Share Units Award Grant
            2009-2010.
  10.2      Form of Sealed Air Corporation Performance Share Units Award Grant
            2009-2011.
  10.3      Form of Waiver and Release of Sealed Air Corporation Performance Share
            Units 2008 Two Year Award and 2008 Three Year Award.