Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 11, 2009, Robert A. Pesci advised Sealed Air Corporation (the "Company") of his decision to retire from the Company later in 2009. Mr. Pesci is a Senior Vice President of the Company and is a "named executive officer" for whom disclosure was required by the Company in its most recent proxy statement pursuant to Item 402(c) of Regulation S-K.

No particular date has been set for Mr. Pesci's retirement, nor has a successor been named for his position as the President of the Company's Protective Packaging business unit. Until such time as a successor is named and a retirement date is set, Mr. Pesci will continue to lead that business for the Company. Although no formal terms have been agreed to, the Company expects that Mr. Pesci will serve as an advisor to the Company following his retirement.