IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF DELAWARE



IN RE:                                      )        CHAPTER 11
                                            )
W. R. GRACE & CO., ET AL.(1)                )        CASE NO. 01-1139 (JKF)
                                            )
                           DEBTORS.         )        (JOINTLY ADMINISTERED)


                    GLOSSARY OF TERMS USED IN PLAN DOCUMENTS


Terms defined herein apply to the Plan, the Disclosure Statement and all other
Plan Documents except where specifically provided for otherwise.


(1) The Debtors consist of the following 62 entities: W. R. Grace & Co. (f/k/a
    Grace Specialty Chemicals, Inc.), W. R. Grace & Co. Conn., A-1 Bit & Tool
    Co., Inc., Alewife Boston Ltd., Alewife Land Corporation, Amicon, Inc., CB
    Biomedical, Inc. (f/k/a Circe Biomedical, Inc.), CCHP, Inc., Coalgrace,
    Inc., Coalgrace II, Inc., Creative Food `N Fun Company, Darex Puerto Rico,
    Inc., Del Taco Restaurants, Inc., Dewey and Almy, LLC (f/k/a Dewey and Almy
    Company), Ecarg, Inc., Five Alewife Boston Ltd., GC Limited Partners I,
    Inc., (f/k/a Grace Cocoa Limited Partners I, Inc.), GC Management, Inc.
    (f/k/a Grace Cocoa Management, Inc.), GEC Management Corporation, GN
    Holdings, Inc. GPC Thomasville Corp., Gloucester New Communities Company,
    Inc., Grace A-B Inc., Grace A-B II Inc., Grace Chemical Company of Cuba,
    Grace Culinary Systems, Inc., Grace Drilling Company, Grace Energy
    Corporation, Grace Environmental, Inc., Grace Europe, Inc., Grace H-G Inc.,
    Grace H-G II Inc., Grace Hotel Services Corporation, Grace International
    Holdings, Inc. (f/k/a Dearborn International Holdings, Inc.), Grace Offshore
    Company, Grace PAR Corporation, Grace Petroleum Libya Incorporated, Grace
    Tarpon Investors, Inc., Grace Ventures Corp., Grace Washington, Inc., W. R.
    Grace Capital Corporation., W. R. Grace Land Corporation, Gracoal, Inc.,
    Gracoal II, Inc., Guanica-Caribe Land Development Corporation, Hanover
    Square Corporation, Homco International, Inc., Kootenai Development Company,
    L B Realty, Inc., Litigation Management, Inc. (f/k/a GHSC Holding, Inc.,
    Grace JVH, Inc., Asbestos Management, Inc.), Monolith Enterprises,
    Incorporated, Monroe Street, Inc., MRA Holdings Corp. (f/k/a Nestor-BNA
    Holdings Corporation), MRA Intermedco, Inc. (F/k/a Nestor-BNA, Inc.), MRA
    Staffing Systems, Inc. (f/k/a British Nursing Association, Inc.), Remedium
    Group, Inc. (f/k/a Environmental Liability Management, Inc., E&C Liquidating
    Corp., Emerson & Cuming, Inc.), Southern Oil, Resin & Fiberglass, Inc.,
    Water Street Corporation, Axial Basin Ranch Company, CC Partners (f/k/a
    Cross Country Staffing), Hayden-Gulch West Coal Company, H-G Coal Company.






1.   "ADDITIONAL INDEMNITIES" shall have the meaning ascribed to it in Section
     3.5 of the Asbestos Trust Agreement.

2.   "ADMINISTRATIVE EXPENSE CLAIM" shall mean: (i) any Claim constituting a
     cost or expense of administration in the Chapter 11 Cases, on or after the
     Petition Date but prior to the Effective Date, under Bankruptcy Code ss.ss.
     503(b), 507(a)(1), 507(b) or 1114(e)(2), including: (a) any actual and
     necessary costs and expenses of preserving the estates of the Debtors, (b)
     any actual and necessary costs and expenses of operating the businesses of
     the Debtors, (c) any indebtedness or obligation incurred or assumed by the
     Debtors (including any executory contracts of the Debtors assumed pursuant
     to Bankruptcy Code ss. 365 by order of the Bankruptcy Court or the Plan) in
     connection with the conduct of their businesses or for the acquisition or
     lease of property or the rendition of services, and (d) any allowed
     compensation or reimbursement of expenses awarded or allowed under
     Bankruptcy Code ss.ss. 330(a), 331 or 503, and (ii) any fees or charges
     assessed against the estates of the Debtors under 28 U.S.C. ss. 1930.

3.   "AFFILIATE" shall mean as to any specified Entity: (i) any other Entity
     that, directly or indirectly through one or more intermediaries or
     otherwise, controls, is controlled by, or is under common control with, the
     specified Entity, and (ii) any Entity that is an "affiliate" (within the
     meaning of Bankruptcy Code ss. 101(2)) of the specified Entity. As used in
     clause (i) of this definition, "control" shall mean the possession,
     directly or indirectly, of the power to direct or cause the direction of
     the management or policies of an Entity (whether through ownership of
     Capital Stock of that Entity, by contract, or otherwise).

4.   "ALLOWED" shall mean:

     (a)  With respect to Asbestos Claims, in such amount as is determined
          pursuant to the procedures set forth in the respective TDPs or the
          CMO, as applicable.

     (b)  With respect to any Claim other than an Administrative Expense Claim
          or Asbestos Claim, as to which a proof of Claim was Filed within the
          applicable period of limitation fixed in accordance with Bankruptcy
          Rule 3003(c)(3) by the Court, (i) as to which no objection to the
          allowance thereof has been interposed within the applicable period of
          limitations fixed by the Plan, the Bankruptcy Code, the Bankruptcy
          Rules, or a Final Order of the Bankruptcy Court, or (ii) as to which
          an objection to the allowance thereof has been interposed within such
          time as is set by the Bankruptcy Court pursuant to the Plan, the
          Bankruptcy Code, the Bankruptcy Rules, or a Final Order of the
          Bankruptcy Court, such Claim to the extent that such objection has
          been (A) overruled in whole or in part by a Final Order of the
          Bankruptcy Court, or (B) resolved by agreement of the relevant
          parties, or (C) resolved via settlement, mediation, litigation, or
          otherwise pursuant to the terms of any alternative dispute resolution
          program that is implemented in the Chapter 11 Cases.

     (c)  With respect to any Claim other than an Administrative Expense Claim
          or Asbestos Claim, as to which no proof of Claim was Filed within the
          applicable period of limitation fixed by the Plan, the Bankruptcy
          Code, the Bankruptcy Rules, or a Final Order of the Bankruptcy Court,
          such Claim to the extent that it has been listed by the Debtors in
          their Schedules as liquidated in amount and not disputed or contingent
          and not otherwise subject to an objection Filed within such time as is
          set by the Bankruptcy Court pursuant to the Plan, the Bankruptcy Code,
          the Bankruptcy Rules, or a Final Order of the Bankruptcy Court;

     (d)  With respect to any Equity Interest in Parent, any Equity Interest
          registered in the stock register maintained by or on behalf of the
          Debtors as of the Voting Record Date; and

     (e)  With respect to any Claim that is asserted to constitute an
          Administrative Expense Claim:

          (i)  that represents a Claim of a Professional to the extent it is
               allowed in whole or in part by a Final Order of the Bankruptcy
               Court; or


                                       2



          (ii) other than with respect to a Claim of a Professional, (X) a Claim
               to the extent that the Debtors or the Reorganized Debtors
               determine it to constitute an Administrative Expense Claim, or
               (Y) a Claim to the extent it is allowed in whole or in part by a
               Final Order of the Bankruptcy Court and only to the extent that
               such allowed portion is deemed, pursuant to a Final Order of the
               Bankruptcy Court, to constitute a cost or expense of
               administration under Bankruptcy Code ss.ss. 503 or 1114.

5.   "ALLOWED AMOUNT" shall mean the lesser of: (i) the dollar amount of an
     Allowed Claim; or (ii) the Estimated Amount of a Claim, but only to the
     extent that the Court has expressly estimated such Claim for purposes of
     distribution.

6.   "ARTICLES OF INCORPORATION" shall mean Certificate of Incorporation.

7.   "ASBESTOS CHANNELING INJUNCTION" shall mean the order(s) entered or
     affirmed by the District Court, in accordance with and pursuant to
     Bankruptcy Code ss.ss. 524(g), 105(a) and/or 1141 or otherwise, permanently
     and forever staying, restraining, and enjoining any Entity from taking any
     action against any Asbestos Protected Party (except as may be specifically
     provided in such order(s)) for the purpose of, directly or indirectly,
     collecting, recovering, or receiving payment of, on, or with respect to any
     Asbestos Claims, all of which shall be channeled to the Asbestos Trust for
     resolution as set forth in the appropriate TDPs (other than actions brought
     to enforce any right or obligation under the Plan or any agreement or
     instrument between the Debtors or the Reorganized Debtors, on the one hand,
     and the Asbestos Trust, on the other hand, entered into pursuant to the
     Plan). The Asbestos Channeling Injunction is further described in Section
     8.2 of the Plan.

8.   "ASBESTOS CLAIMS" shall mean all Asbestos PI Claims and Asbestos PD Claims.

9.   "ASBESTOS INSURANCE ACTION" shall mean any claim, cause of action, or right
     of any Debtor or Reorganized Debtor, as the case may be, against any
     Asbestos Insurance Entity, arising from or related to: (i) any such
     Asbestos Insurance Entity's failure to provide coverage, pay or agree to
     pay a Claim under an Asbestos Insurance Policy; (ii) the refusal of any
     such Asbestos Insurance Entity to compromise or settle any Asbestos Claim
     under or pursuant to any Asbestos Insurance Policy; or (iii) the
     interpretation or enforcement of the terms of any Asbestos Insurance Policy
     with respect to any Asbestos Claim.

10.  "ASBESTOS INSURANCE ENTITY" shall mean any Entity (other than the Debtors
     and the Non-Debtor Affiliates), including any insurance company, broker, or
     guaranty association, that has issued, or that has actual or potential
     liability, duties or obligations with respect to, any Asbestos Insurance
     Policy.

11.  "ASBESTOS INSURANCE ENTITY INJUNCTION" shall mean the injunction described
     in Section 8.3 of the Plan.

12.  "ASBESTOS INSURANCE POLICY" shall mean any insurance policy, whether known
     or unknown, including the policies listed on the schedule attached as
     Exhibit 10 in the Exhibit Book, that actually or potentially provides
     insurance coverage for any Asbestos Claim; provided that an Asbestos
     Insurance Policy shall not include any rights or obligations under any
     insurance policy or settlement agreement to which any of the Debtors are a
     party insofar as the insurance policy or settlement agreement relates to
     Workers' Compensation Claims.

13.  "ASBESTOS INSURANCE RIGHTS" shall mean any and all rights, titles,
     privileges, interests, claims, demands or entitlements to any proceeds,
     payments, initial or supplemental dividends, scheme payments, supplemental
     scheme payments, causes of action, and choses in action related to any of
     the Asbestos Insurance Policies and/or the Asbestos Insurance Settlement
     Agreements, whether now existing or hereafter arising, accrued or
     unaccrued, liquidated or unliquidated, matured or unmatured, disputed or
     undisputed, fixed or contingent, including:


                                       3



     (a)  any and all rights to pursue or receive payments with respect to
          Asbestos Claims under any Asbestos Insurance Policy or any Asbestos
          Insurance Settlement Agreement, whether for liability, defense, or
          otherwise;

     (b)  any and all rights to pursue or receive payments related to any
          Asbestos Insurance Policy and/or any Asbestos Insurance Settlement
          Agreement that was entered into by any domestic or foreign insolvent
          insurance company, whether in receivership, liquidation,
          rehabilitation, run-off, scheme of arrangement, or any other form of
          proceeding; and

     (c)  any and all rights to pursue or receive payments related to any
          Asbestos Insurance Policy and/or any Asbestos Insurance Settlement
          Agreement from any insurance guaranty association of a Governmental
          Unit in connection with any insurance guaranty association statute of
          any Governmental Unit;

     provided that Asbestos Insurance Rights shall not include any rights or
     obligations under any insurance policy or settlement agreement to which any
     of the Debtors are a party insofar as the insurance policy or settlement
     agreement relates to Workers' Compensation Claims.

14.  "ASBESTOS INSURANCE SETTLEMENT AGREEMENT" shall mean any settlement
     agreement between or among any of the Debtors, the Reorganized Debtors, the
     Non-Debtor Affiliates, or any of them or their predecessors, and a Resolved
     Asbestos Insurance Company or a Settled Asbestos Insurance Company relating
     to any Asbestos Claim or any Asbestos Insurance Action.

15.  "ASBESTOS MEDICAL MONITORING CLAIM" shall mean: (i) a Claim, Demand, or
     remedy, including all related claims, debts, obligations, or liabilities
     for compensatory (including general, special, and consequential damages)
     and punitive damages, (ii) a cross-claim, contribution claim, subrogation
     claim, reimbursement claim or indemnity claim, or (iii) any debt,
     liability, or obligation of one or more of the Debtors or any other
     Asbestos Protected Party (whether or not such Claim, Demand, remedy, debt,
     liability, or obligation is reduced to judgment, liquidated, unliquidated,
     fixed, contingent, matured, unmatured, disputed, undisputed, legal,
     equitable, secured, or unsecured; whether or not the facts of or legal
     bases therefor are known or unknown; and whether in the nature of or
     sounding in tort, or under contract, warranty, guarantee, contribution,
     joint and several liability, subrogation, reimbursement or indemnity, or
     any other theory of law, equity, or admiralty), for, relating to, or
     arising out of, resulting from, or attributable to, directly or indirectly:

     (a)  personal injuries or damages by or on behalf of those who have not, as
          of the Petition Date, suffered any personal injury but who are
          alleging that:

          (i)  the Debtors (or any of their respective past or present
               Affiliates, any of the predecessors of any of the Debtors or any
               of their respective past or present Affiliates, or any other
               Entity for whose products or operations any of the Debtors
               allegedly has liability or is otherwise liable) wrongfully caused
               them to be significantly exposed to hazardous asbestos fibers,

          (ii) this exposure significantly increased the Claimant's risk of
               contracting a serious latent disease,

          (iii) medical monitoring could reasonably be expected to result in
               early detection of the onset and mitigation of the severity of
               such disease, and

          (iv) because of this exposure it is necessary for the Claimant to be
               examined by a physician or receive medical testing more often
               that he or she otherwise would.

Asbestos Medical Monitoring Claims are included within the Class of Asbestos
PI-AO Claims.


                                       4



16.  "ASBESTOS PD CLAIM" shall mean: (i) a Claim, Demand, or remedy, including
     all related claims, debts, obligations, or liabilities for compensatory
     (including general, special, and consequential damages) and punitive
     damages, (ii) a cross-claim, contribution claim, subrogation claim,
     reimbursement claim or indemnity claim, or (iii) any debt, liability, or
     obligation of one or more of the Debtors or any other Asbestos Protected
     Party (whether or not such Claim, Demand, remedy, debt, liability, or
     obligation is reduced to judgment, liquidated, unliquidated, fixed,
     contingent, matured, unmatured, disputed, undisputed, legal, equitable,
     secured, or unsecured; whether or not the facts of or legal bases therefor
     are known or unknown; and whether in the nature of or sounding in tort, or
     under contract, warranty, guarantee, contribution, joint and several
     liability, subrogation, reimbursement or indemnity, or any other theory of
     law, equity, or admiralty):

     (a)  arising directly from acts or omissions of one or more of the Debtors
          (or any of their respective past or present Affiliates, any of the
          predecessors of any of the Debtors or any of their respective past or
          present Affiliates, or any other Entity for whose products or
          operations any of the Debtors allegedly has liability or is otherwise
          liable); and

     (b)  for, relating to, or arising out of, resulting from, or attributable
          to, directly or indirectly, the cost of removal, abatement, diminution
          of property value, environmental damage, or economic loss caused or
          allegedly caused:

          (i)  by asbestos in products or materials manufactured, sold,
               supplied, produced, specified, selected, distributed or in any
               way marketed by one or more of the Debtors (or any of their
               respective past or present Affiliates, any of the predecessors of
               any of the Debtors or any of their respective past or present
               Affiliates, or any other Entity for whose products or operations
               any of the Debtors allegedly has liability or is otherwise
               liable); or

          (ii) from vermiculite mined, milled, or processed by the Debtors (or
               any of their respective past or present Affiliates, any of the
               predecessors of any of the Debtors or any of their respective
               past or present Affiliates, or any other Entity for whose
               products or operations any of the Debtors allegedly has liability
               or is otherwise liable).

     Notwithstanding anything to the contrary, Previously Settled/Adjudicated
     Asbestos Claims are not included within the Class of Asbestos PD Claims.
     ZAI Claims are included within the Class of Asbestos PD Claims.

17.  "ASBESTOS PD CLAIMANT" shall mean the Holder of an Asbestos PD Claim.

18.  "ASBESTOS PD CLASS FUND" shall mean the aggregate dollar amount, as
     determined by the Court in the Estimation Order, that must be funded into
     the Asbestos Trust (on or within thirty-one (31) days of the Effective
     Date) so as to enable all Allowed Claims in the Class of Asbestos PD Claims
     to be paid in full by the Asbestos Trust as, or as soon as practicable
     after, they become Allowed Claims.

19.  "ASBESTOS PD COMMITTEE" shall mean the Official Committee of Asbestos
     Property Damage Claimants appointed in the Chapter 11 Cases.

20.  "ASBESTOS PERSONAL INJURY CLAIM" shall mean an Asbestos PI Claim.

21.  "ASBESTOS PERSONAL INJURY-ASYMPTOMATIC / OTHER CLAIM" shall mean an
     Asbestos PI-AO Claim.

22.  "ASBESTOS PERSONAL INJURY-SYMPTOMATIC / ELIGIBLE CLAIM" shall mean an
     Asbestos PI-SE Claim.

23.  "ASBESTOS PI CLAIM" shall mean: (i) a Claim, Demand, or remedy, including
     all related claims, debts, obligations, or liabilities for compensatory
     (including general, special, and consequential damages) and punitive
     damages, (ii) a cross-claim, contribution claim, subrogation claim,
     reimbursement claim or indemnity claim, or (iii) any debt, liability, or
     obligation of one or more of the Debtors or any other Asbestos Protected
     Party (whether or not such Claim, Demand, remedy, debt, liability, or
     obligation is


                                       5



     reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
     unmatured, disputed, undisputed, legal, equitable, secured, or unsecured;
     whether or not the facts of or legal bases therefor are known or unknown;
     and whether in the nature of or sounding in tort, or under contract,
     warranty, guarantee, contribution, joint and several liability,
     subrogation, reimbursement or indemnity, or any other theory of law,
     equity, or admiralty), for, relating to, or arising out of, resulting from,
     or attributable to, directly or indirectly:

     (a)  death, wrongful death, personal or bodily injury (whether physical,
          emotional, or otherwise), sickness, disease, loss of consortium,
          survivorship, medical monitoring, or other personal injuries or other
          damages caused, or allegedly caused, and arising or allegedly arising,
          from acts or omissions of one or more of the Debtors (or any of their
          respective past or present Affiliates, any of the predecessors of any
          of the Debtors or any of their respective past or present Affiliates,
          or any other Entity for whose products or operations any of the
          Debtors allegedly has liability or is otherwise liable); and

     (b)  exposure to:

          (i)  any products or materials containing asbestos that were
               manufactured, sold, supplied, produced, specified, selected,
               distributed or in any way marketed by one or more of the Debtors
               (or any of their respective past or present Affiliates, or any of
               the predecessors of any of the Debtors or any of their respective
               past or present Affiliates, or any other Entity for whose
               products or operations any of the Debtors allegedly has liability
               or is otherwise liable); or

          (ii) vermiculite mined, milled or processed by the Debtors (or any of
               their respective past or present Affiliates, any of the
               predecessors of any of the Debtors or any of their respective
               past or present Affiliates, or any other Entity for whose
               products or operations any of the Debtors allegedly has liability
               or is otherwise liable).

     Notwithstanding anything to the contrary, neither Workers' Compensation
     Claims nor Previously Settled/Adjudicated Asbestos Claims are included
     within the Class of Asbestos PI Claims.

24.  "ASBESTOS PI CLAIMANT" shall mean the Holder of an Asbestos PI Claim.

25.  "ASBESTOS PI COMMITTEE" shall mean the Official Committee of Asbestos
     Personal Injury Claimants appointed in the Chapter 11 Cases.

26.  "ASBESTOS PI PRE-PETITION LITIGATION BAR DATE" shall mean the date that the
     Court establishes, by the Estimation Procedures Order or other order of the
     Court, as the last day for Filing Asbestos PI Pre-petition Litigation
     Claims.

27.  "ASBESTOS PI PRE-PETITION LITIGATION CLAIM" shall mean any Asbestos PI
     Claim that is based upon either (i) a Pre-petition Lawsuit for which no
     judgment or enforceable settlement was reached before the Petition Date, or
     (ii) to the extent that a final judgment was rendered or an enforceable
     settlement was reached, and the settlement or judgment, as applicable,
     places any obligation(s) upon any Debtor(s), such Debtor(s) has not
     satisfied its obligations pursuant to the judgment or settlement.

28.  "ASBESTOS PI PROOF OF CLAIM FORM" shall mean the proof of claim form, as it
     may be modified from time to time, that each Holder of an Asbestos PI Claim
     must file, either pursuant to the terms of the Debtors' proposed Estimation
     Procedures Order or pursuant to the Plan and the applicable TDP, in order
     to receive a distribution in these Chapter 11 Cases.

29.  "ASBESTOS PI QUESTIONNAIRE" shall mean the questionnaire, as it may be
     modified from time to time, that each Holder of an Asbestos PI Claim must
     complete and submit, either pursuant to the terms of the


                                       6



     Debtors' proposed Estimation Procedures Order or pursuant to the Plan and
     the applicable TDP, in order to receive a distribution in these Chapter 11
     Cases.

30.  "ASBESTOS PI-AO CASH-OUT CLAIM" shall mean an Asbestos PI-AO Claim that is
     eligible for the Cash-Out Option under the Plan and the Holder of which has
     elected such Cash-Out Option.

31.  "ASBESTOS PI-AO CLAIM" or "ASBESTOS PERSONAL INJURY-ASYMPTOMATIC / OTHER
     CLAIM" shall mean any Asbestos PI Claim that is not an Asbestos PI-SE Claim
     and is not a Previously Settled/Adjudicated Asbestos Claim.

32.  "ASBESTOS PI-AO CLAIMANT" shall mean the Holder of an Asbestos PI-AO Claim.

33.  "ASBESTOS PI-AO CLASS FUND" shall mean the aggregate dollar amount, as
     determined by the Court in the Estimation Order, that must be funded into
     the Asbestos Trust (on or within thirty-one (31) days of the Effective
     Date) so as to enable all Allowed Claims in the Class of Asbestos PI-AO
     Claims to be paid in full by the Asbestos Trust as, or as soon as
     practicable after, they become Allowed Claims.

34.  "ASBESTOS PI-SE CASH-OUT CLAIM" shall mean an Asbestos PI-SE Claim that is
     eligible for the Cash-Out Option under the Plan and the Holder of which has
     elected such Cash-Out Option.

35.  "ASBESTOS PI-SE CLAIM" or "ASBESTOS PERSONAL INJURY-SYMPTOMATIC ELIGIBLE
     CLAIM" shall mean an Asbestos PI Claim that is not a Previously
     Settled/Adjudicated Asbestos Claim, and whose Holder meets the Asbestos
     PI-SE Eligibility Requirements.

36.  "ASBESTOS PI-SE CLAIMANT" shall mean the Holder of an Asbestos PI-SE Claim.

37.  "ASBESTOS PI-SE CLASS FUND" shall mean the aggregate dollar amount, as
     determined by the Court in the Estimation Order, that must be funded into
     the Asbestos Trust (on or within thirty-one (31) days of the Effective
     Date) so as to enable all Allowed Claims in the Class of Asbestos PI-SE
     Claims to be paid in full by the Asbestos Trust as, or as soon as
     practicable after, they become Allowed Claims.

38.  "ASBESTOS PI-SE ELIGIBILITY REQUIREMENTS" shall mean the Medical/Exposure
     Criteria for any of Disease Levels I, II, III, IV, V or VI under the PI-SE
     TDP.

39.  "ASBESTOS PROPERTY DAMAGE CLAIM" shall mean an Asbestos PD Claim.

40.  "ASBESTOS PROTECTED PARTY" shall mean any of the following parties:

     (a)  the Debtors;

     (b)  the Reorganized Debtors;

     (c)  the Non-Debtor Affiliates;

     (d)  predecessors of the Debtors and the Non-Debtor Affiliates;

     (e)  the Resolved Asbestos Insurance Companies;

     (f)  the Sealed Air Indemnified Parties;

     (g)  the Fresenius Indemnified Parties;

     (h)  any Entity that, pursuant to the Plan or otherwise on or after the
          Effective Date, becomes a direct or indirect transferee of, or
          successor to, any of the Debtors, the Reorganized Debtors, the
          Non-Debtor Affiliates, the Sealed Air Indemnified Parties, or the
          Fresenius Indemnified Parties, or any


                                       7



          of their respective assets (but only to the extent that any liability
          is asserted to exist as a result of its becoming such a transferee or
          successor);

     (i)  any Entity that, pursuant to the Plan or otherwise on or after the
          Effective Date, makes a loan to any of the Reorganized Debtors, the
          Non-Debtor Affiliates, the Asbestos Trust, or to a successor to, or
          transferee of any of the respective assets of, the Debtors, the
          Reorganized Debtors, the Non-Debtor Affiliates, or the Asbestos Trust
          (but only to the extent that any liability is asserted to exist as a
          result of its becoming such a lender or to the extent any Encumbrance
          of assets made in connection with such a loan is sought to be
          invalidated, upset or impaired in whole or in part as a result of its
          being such a lender);

     (j)  each of the respective present and future Affiliates of each of the
          Debtors, the Reorganized Debtors, the Non-Debtor Affiliates, the
          Sealed Air Indemnified Parties, the Fresenius Indemnified Parties, and
          the Resolved Asbestos Insurance Companies (but only to the extent that
          any liability is asserted to exist as a result of its becoming such an
          Affiliate); or

     (k)  each of the respective Representatives of each of the Debtors, the
          Reorganized Debtors, the Non-Debtor Affiliates, the Sealed Air
          Indemnified Parties, the Fresenius Indemnified Parties, and the
          Resolved Asbestos Insurance Companies.

     41.  "ASBESTOS-RELATED LUNG CANCER 1" shall mean a Claim that meets the
          Medical/Exposure Criteria for Disease Level V under the PI-SE TDP.

     42.  "ASBESTOS-RELATED LUNG CANCER 2" shall mean a Claim that meets the
          Medical/Exposure Criteria for Disease Level IV under the PI-SE TDP.

     43.  "ASBESTOS-RELATED OTHER CANCER" shall mean a Claim that meets the
          Medical/Exposure Criteria for Disease Level III under the PI-SE TDP.

     44.  "ASBESTOS TRUST" shall mean the WRG Asbestos Trust, a Delaware
          statutory trust, established in accordance with the Asbestos Trust
          Agreement, created upon entry of the Confirmation Order and effective
          on the Effective Date.

     45.  "ASBESTOS TRUST ACCOUNTS" shall have the meaning ascribed to it in
          Section 4.1 of the Asbestos Trust Agreement.

     46.  "ASBESTOS TRUST AGGREGATE FUND" shall mean the sum of the Asbestos
          PI-SE Class Fund, the Asbestos PI-AO Class Fund, the Asbestos PD Class
          Fund, and the Asbestos Trust Expenses Fund.

     47.  "ASBESTOS TRUST AGREEMENT" shall mean the agreement, effective as of
          the Effective Date, substantially in the form of Exhibit 5 in the
          Exhibit Book, to be entered into by and among the Debtors, the Future
          Claimants' Representative, the TAC and the Trustees in connection with
          the formation of the Asbestos Trust.

     48.  "ASBESTOS TRUST ASSETS" shall mean the Debtors' Payment and the Sealed
          Air Payment, and any proceeds thereof.

     49.  "ASBESTOS TRUST EXPENSES" are all costs, tax obligations arising out
          of the assets comprising the Asbestos Trust Expenses Fund, and
          expenses of or imposed on the Asbestos Trust, including: (i)
          compensation of the Trustees, the FCR, the TAC and each of their
          professionals; (ii) insurance premiums; (iii) legal, accounting and
          other Professional fees and expenses; (iv) overhead; and (v)
          disbursements and expenses relating to the implementation of the TDPs,
          but excluding (A) payments to the Holders of Asbestos Claims on
          account of such Claims and (B) the cost of litigating any Asbestos
          PI-AO Claims whose Holders elect the Litigation Option.


                                       8



     50.  "ASBESTOS TRUST EXPENSES FUND" shall mean the aggregate dollar amount,
          as determined by the Court in the Estimation Order, that must be
          funded into the Asbestos Trust (on or within thirty-one (31) days of
          the Effective Date) so as to enable the Asbestos Trust Expenses to be
          paid in full as, or as soon as practicable after, they become due.

     51.  "ASBESTOSIS" shall mean a Claim that meets the Medical/Exposure
          Criteria for Disease Level I under the PI-SE TDP.

     52.  "BALLOT" shall mean the form or forms distributed to certain Holders
          of Claims and Equity Interests by which such parties may indicate
          acceptance or rejection of the Plan.

     53.  "BANKRUPTCY CODE" shall mean title 11 of the United States Code, as
          set forth in ss.ss. 101 et seq., and applicable portions of titles 18
          and 28 of the United States Code.

     54.  "BANKRUPTCY COURT" shall mean the United States Bankruptcy Court for
          the District of Delaware.

     55.  "BANKRUPTCY RULES" shall mean the Federal Rules of Bankruptcy
          Procedure, as amended, as applicable to the Chapter 11 Cases,
          including the Local Rules of the Bankruptcy Court.

     56.  "BLACKSTONE" shall mean The Blackstone Group L.P., the financial
          advisors to the Debtors.

     57.  "BOARD OF DIRECTORS" shall mean the Board of Directors of any of the
          Debtors, or any of the Reorganized Debtors, as the case may be, as it
          may exist from time to time.

     58.  "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or
          legal holiday (as defined in Bankruptcy Rule 9006(a)) in the United
          States of America.

     59.  "BY-LAWS" shall mean the by-laws of any of the specified Debtors, as
          amended as of the Effective Date or thereafter.

     60.  "CAPITAL STOCK" shall mean, with respect to: (i) any corporation, any
          share, or any depositary receipt or other certificate representing any
          share, of equity interest in that corporation; and (ii) any other
          Entity, any share, membership, or percentage interest, unit of
          participation, or other equivalent (however designated) in or of
          equity interest in that Entity.

     61.  "CASE MANAGEMENT MOTION" shall mean a motion Filed or to be Filed with
          the Court in the Chapter 11 Cases, which will seek, among other
          things, to establish the procedural framework for the
          post-Confirmation Date adjudication of Asbestos Claims.

     62.  "CASE MANAGEMENT ORDER" or "CMO" shall mean the contemplated order by
          which the relief sought in the Case Management Motion shall be
          effectuated.

     63.  "CASH" shall mean lawful currency of the United States of America.

     64.  "CASH-OUT OPTION" shall mean one of the treatment options available to
          be chosen by the Holders of Asbestos PI Claims, as described in
          Section 3.2 of the Plan.

     65.  "CERTIFICATE OF INCORPORATION" or "ARTICLES OF INCORPORATION" shall
          mean the Certificate or Articles of Incorporation or equivalent
          document of any of the Debtors, as applicable, as amended as of the
          Effective Date or thereafter.

     66.  "CHAPTER 11 CASES" shall mean the cases commenced by the Filing, on
          the Petition Date, by the Debtors of voluntary petitions for relief
          under chapter 11 of the Bankruptcy Code.


                                       9



     67.  "CLAIM" shall mean a claim (as defined in Bankruptcy Code ss. 101(5))
          against a Debtor, including any right to: (i) payment from any of the
          Debtors, whether or not such right is reduced to judgment, liquidated,
          unliquidated, fixed, contingent, matured, unmatured, disputed,
          undisputed, legal, equitable, secured or unsecured; or (ii) an
          equitable remedy for breach of performance if such breach gives rise
          to a right to payment from the Debtors, whether or not such right to
          an equitable remedy is reduced to judgment, liquidated, unliquidated,
          fixed, contingent, matured, unmatured, disputed, undisputed, legal,
          equitable, secured or unsecured.

     68.  "CLAIMANT" shall mean the Holder of a Claim.

     69.  "CLAIMS MATERIALS" shall mean the Claims materials prepared by the
          Asbestos Trust for use by Claimants as described in Section 5.3.2 of
          Plan.

     70.  "CLASS" shall mean any group of Claims or Equity Interests classified
          by the Plan pursuant to Bankruptcy Code ss. 1122(a)(1).

     71.  "CLINICALLY SEVERE ASBESTOSIS" shall mean a Claim that meets the
          Medical/Exposure Criteria for Disease Level II under the PI-SE TDP.

     72.  "CMO" shall mean the Case Management Order.

     73.  "CONFIRMATION DATE" shall mean the date the clerk of the District
          Court enters on the docket an order entering or affirming the
          Confirmation Order.

     74.  "CONFIRMATION HEARING" shall mean the hearing that the Court conducts
          to consider confirmation of the Plan pursuant to Bankruptcy Code ss.
          1129, as such hearing may be adjourned or continued from time to time.

     75.  "CONFIRMATION ORDER" shall mean the order(s) entered by the District
          Court on the Confirmation Date confirming the Plan.

     76.  "CONFIRMATION PROCEDURES ORDER" shall mean the order(s) of the
          Bankruptcy Court (i) approving procedures relating to the solicitation
          and tabulation of votes with respect to the Plan; and (ii) providing
          or establishing the basis for calculating the amount of any Claim or
          Equity Interest for voting purposes.

     77.  "CONTINGENT CLAIM" shall mean any Claim, the liability for which
          attaches or is dependent upon the occurrence or happening of, or is
          triggered by, an event, which event has not yet occurred, happened, or
          been triggered, as of the date on which such Claim is sought to be
          estimated or an objection to such Claim is Filed, whether or not such
          event is within the actual or presumed contemplation of the Holder of
          such Claim and whether or not a relationship between the Holder of
          such Claim and the Debtor now or hereafter exists or previously
          existed.

     78.  "COURT" shall mean either the Bankruptcy Court or the District Court,
          as appropriate.

     79.  "DEBTOR IN POSSESSION" or "DEBTORS IN POSSESSION" shall mean one or
          more of the Debtors, each in its capacity as a debtor in possession
          pursuant to Bankruptcy Code ss.ss. 1107(a) and 1108.

     80.  "DEBTORS" or "GRACE" shall mean, collectively, W. R. Grace & Co.
          (f/k/a Grace Specialty Chemicals, Inc.), W. R. Grace & Co.-Conn., A-1
          Bit & Tool Co., Inc., Alewife Boston Ltd., Alewife Land Corporation,
          Amicon, Inc., CB Biomedical, Inc. (f/k/a Circe Biomedical, Inc.),
          CCHP, Inc., Coalgrace, Inc., Coalgrace II, Inc., Creative Food `N Fun
          Company, Darex Puerto Rico, Inc., Del Taco Restaurants, Inc., Dewey
          and Almy, LLC (f/k/a Dewey and Almy Company), Ecarg, Inc., Five
          Alewife Boston Ltd., G C Limited Partners I, Inc. (f/k/a Grace Cocoa
          Limited Partners I, Inc.), G C Management, Inc. (f/k/a Grace Cocoa
          Management, Inc.), GEC Management Corporation, GN Holdings, Inc., GPC
          Thomasville Corp., Gloucester New Communities Company, Inc., Grace A-B
          Inc., Grace A-B II Inc., Grace Chemical


                                       10



          Company of Cuba, Grace Culinary Systems, Inc., Grace Drilling Company,
          Grace Energy Corporation, Grace Environmental, Inc., Grace Europe,
          Inc., Grace H-G Inc., Grace H-G II Inc., Grace Hotel Services
          Corporation, Grace International Holdings, Inc. (f/k/a Dearborn
          International Holdings, Inc.), Grace Offshore Company, Grace PAR
          Corporation, Grace Petroleum Libya Incorporated, Grace Tarpon
          Investors, Inc., Grace Ventures Corp., Grace Washington, Inc., W. R.
          Grace Capital Corporation, W. R. Grace Land Corporation, Gracoal,
          Inc., Gracoal II, Inc., Guanica-Caribe Land Development Corporation,
          Hanover Square Corporation, Homco International, Inc., Kootenai
          Development Company, L B Realty, Inc., Litigation Management, Inc.
          (f/k/a GHSC Holding, Inc., Grace JVH, Inc., Asbestos Management,
          Inc.), Monolith Enterprises, Incorporated, Monroe Street, Inc., MRA
          Holdings Corp. (f/k/a Nestor-BNA Holdings Corporation), MRA
          Intermedco, Inc. (f/k/a Nestor-BNA, Inc.), MRA Staffing Systems, Inc.
          (f/k/a British Nursing Association, Inc.), Remedium Group, Inc. (f/k/a
          Environmental Liability Management, Inc., E&C Liquidating Corp.,
          Emerson & Cuming, Inc.), Southern Oil, Resin & Fiberglass, Inc., Water
          Street Corporation, Axial Basin Ranch Company, CC Partners (f/k/a
          Cross Country Staffing), Hayden-Gulch West Coal Company, H-G Coal
          Company.

     81.  "DEBTORS' PAYMENT" shall mean the consideration delivered on the
          thirty-first (31st) day after the Effective Date, by or on behalf of
          the Debtors or the Reorganized Debtors, on account of the Asbestos
          Claims to the Asbestos Trust pursuant to Section 7.2.2 of the Plan.
          The Debtors' Payment shall be comprised of:

          (a)  the positive difference, if any, between the Asbestos Trust
               Aggregate Fund and the Sealed Air Payment, with such difference
               to be funded by:

               (i)  Warrants in an amount sufficient to fund the Asbestos PI-AO
                    Class Fund; and

               (ii) Parent Common Stock valued at the average of the closing
                    prices on The New York Stock Exchange for the trading days
                    within the thirty (30) calendar days beginning on the
                    Effective Date, such Parent Common Stock being subject to,
                    among other things, the transactions described in Section
                    7.2.2 of the Plan; and

          (b)  additional Warrants in an amount such that, upon the payment of
               the Sealed Air Payment and the Debtors' Payment into the Asbestos
               Trust, the Parent Common Stock and Warrants (if exercised) that
               make up the Debtors' Payment would constitute the majority of the
               issued and outstanding voting shares of the Reorganized Parent.

          For purposes of determining the Debtors' Payment, the Sealed Air
          Common Stock shall be valued at the average of the closing prices on
          The New York Stock Exchange for the trading days within the thirty
          (30) calendar days beginning on the Effective Date.

     82.  "DEMAND" shall mean a present or future demand for payment that (i)
          was not a Claim in the Chapter 11 Cases prior to the Effective Date;
          (ii) arises out of the same or similar conduct or events that gave
          rise to the Claims addressed by the Asbestos Channeling Injunction;
          and (iii) pursuant to the Plan, shall be dealt with by the Asbestos
          Trust.

     83.  "DISALLOWED" shall mean (a) with respect to a Claim or Equity
          Interest, disallowed in its entirety by a Final Order of the
          Bankruptcy Court, District Court, or another court of competent
          jurisdiction; or (b) with respect to an Asbestos PI Claim whose Holder
          elects the Cash-Out Option, determined not to be entitled to a payment
          pursuant to the terms of the PI-SE TDP or PI-AO TDP, as applicable.

     84.  "DISCLOSURE STATEMENT" shall mean the disclosure statement relating to
          the Plan, including all exhibits, appendices and schedules thereto,
          approved by order of the Bankruptcy Court in connection with the Plan
          pursuant to Bankruptcy Code ss. 1125, together with any amendments and
          supplements thereto.

     85.  "DISEASE LEVELS" shall mean the asbestos-related disease levels
          specified in Section 5.2(a)(3) of the PI-SE TDP.


                                       11



     86.  "DISPUTED CLAIM" shall mean a Claim that is neither Allowed nor
          Disallowed.

     87.  "DISTRIBUTION" shall mean the payment, distribution, or assignment
          under the Plan by the Reorganized Debtors of property or interests in
          property to: (i) any Holder of an Allowed Claim (other than an
          Asbestos Claim) or Allowed Equity Interest; and (ii) the Asbestos
          Trust.

     88.  "DISTRICT COURT" shall mean the United States District Court for the
          District of Delaware.

     89.  "EFFECTIVE DATE" shall mean the first Business Day after the date on
          which all of the conditions precedent to the effectiveness of the Plan
          specified in Section 7.7 thereof shall have been satisfied or waived
          or, if a stay of the Confirmation Order is in effect on such date, the
          first Business Day after the expiration, dissolution, or lifting of
          such stay.

     90.  "ENCUMBRANCE" shall mean with respect to any property or asset
          (whether real or personal, tangible or intangible), any mortgage,
          lien, pledge, charge, security interest, assignment as collateral, or
          encumbrance of any kind or nature in respect of such property or asset
          (including any conditional sale or other title retention agreement,
          any security agreement, and the filing of, or agreement to give, any
          financing statement under the Uniform Commercial Code or comparable
          law of any jurisdiction) to secure payment of a debt or performance of
          an obligation.

     91.  "ENTITY" shall mean any person, individual, corporation, limited
          liability company, partnership, association, joint stock company,
          joint venture, estate, trust, unincorporated organization, the United
          States Trustee or any Governmental Unit or any political subdivision
          thereof.

     92.  "EQUITY COMMITTEE" shall mean the Official Committee of Equity
          Security Holders appointed in the Chapter 11 Cases.

     93.  "EQUITY INTEREST" shall mean any interest in any of the Debtors
          pursuant to an "equity security" within the meaning of Bankruptcy Code
          ss. 101(16).

     94.  "ESTIMATED AMOUNT" shall mean (except with respect to Asbestos Claims)
          the estimated dollar value of an unliquidated Claim, Disputed Claim,
          or Contingent Claim pursuant to Bankruptcy Code ss. 502(c); provided
          that, in the event the Court shall estimate one or more unliquidated
          Claims, Disputed Claims, or Contingent Claims for purposes of
          allowance, such estimate shall constitute and represent the maximum
          amount in which such Claims may ultimately become Allowed Claims.

     95.  "ESTIMATION MOTION" shall mean a motion Filed or to be Filed with the
          Court in the Chapter 11 Cases, which seeks, among other things, to:

          (a)  implement procedures to be used in establishing the amount of the
               Asbestos PI-SE Class Fund, the Asbestos PI-AO Class Fund, the
               Asbestos PD Class Fund, and the Asbestos Trust Expenses Fund;

          (b)  establish the Asbestos PI-SE Class Fund, the Asbestos PI-AO Class
               Fund, the Asbestos PD Class Fund, and the Asbestos Trust Expenses
               Fund; and

          (c)  set the Asbestos PI Pre-petition Litigation Bar Date.

     96.  "ESTIMATION ORDER" shall mean the order by which the Court would
          establish the Asbestos PI-SE Class Fund, the Asbestos PI-AO Class
          Fund, the Asbestos PD Class Fund, and the Asbestos Trust Expenses
          Fund, pursuant to the Estimation Motion.

     97.  "ESTIMATION PROCEDURES ORDER" shall mean the order by which the Court
          would implement procedures to be used in establishing the amount of
          the Asbestos PI-SE Class Fund, the Asbestos PI-AO Class Fund, the
          Asbestos PD Class Fund, and the Asbestos Trust Expenses Fund; and set
          the Asbestos PI Pre-petition


                                       12



          Litigation Bar Date, both pursuant the Estimation Motion. A proposed
          form of Estimation Procedures Order is Exhibit A to the Estimation
          Motion.

     98.  "EXHIBIT BOOK" shall mean the exhibits to the Disclosure Statement or
          the Plan, as filed contemporaneously with the Disclosure Statement and
          Plan, as such exhibits may be amended, supplemented, or modified from
          time to time.

     99.  "EXHIBIT BOOK SUPPLEMENT" shall mean a supplement of Plan related
          documents, as amended from time to time, which shall include: (i) the
          Certificate of Incorporation of the Parent, as to be amended pursuant
          to the Plan; (ii) the By-Laws of the Parent, as to be amended pursuant
          to the Plan; (iii) an opinion of counsel regarding whether the
          Asbestos Trust qualifies as a "qualified settlement fund" pursuant to
          Section 468B of the IRC; (iv) the list of rejected contracts as of the
          Effective Date; (v) the list of letters of credit, surety bonds,
          guaranties, and certain indemnity agreements not to be assumed
          pursuant to Section 9.2 of the Plan; (vi) the Management Stock
          Incentive Plan; (vii) a list of certain key members of current
          management who shall continue with the Reorganized Debtors; (viii) a
          list of the Resolved Asbestos Insurance Companies, which list may be
          supplemented, at the sole discretion of the Reorganized Debtors, by
          Filing a notice with the Bankruptcy Court; and (ix) a list of the
          Settled Asbestos Insurance Companies.

     100. "EXIT FINANCING" shall mean such financing agreement(s) or
          commitment(s) as the Debtors shall obtain to provide the Reorganized
          Debtors with appropriate credit availability.

     101. "EXPEDITED REVIEW" shall mean a review pursuant to the Expedited
          Review Process.

     102. "EXPEDITED REVIEW PROCESS" shall mean the process employed to
          liquidate Asbestos PI-SE Cash-Out Claims, as set forth in Section
          5.2(a) of the PI-SE TDP and the process employed to liquidate Asbestos
          PI-AO Cash-Out Claims, as set forth in Section 5.2(a) of the PI-AO
          TDP.

     103. "FCR" shall mean Future Claimants' Representative.

     104. "FEV1" shall mean forced expiratory volume (1 second), which is the
          maximal volume of air expelled in 1 second during performance of the
          spirometric test for forced vital capacity.

     105. "FIFO" shall have the meaning set forth in Section 2.1 of each of the
          TDPs.

     106. "FIFO PAYMENT QUEUE" shall have the meaning set forth in Section
          5.1(c) of the PI-SE TDP, Section 5.1(c) PI-AO TDP, or Section 5.1 of
          the PD-TDP, as applicable.

     107. "FIFO PROCESSING QUEUE" shall have the meaning set forth in Section
          5.1(a)(1) of the PI-SE TDP, as applicable.

     108. "FILE" or "FILED" shall mean file or filed with the Court in the
          Chapter 11 Cases.

     109. "FINAL ORDER" shall mean an order as to which the time to appeal,
          petition for certiorari, or move for reargument or rehearing has
          expired and as to which no appeal, petition for certiorari, or other
          proceedings for reargument or rehearing shall then be pending or as to
          which any right to appeal, petition for certiorari, reargue, or rehear
          shall have been waived in writing by all Entities possessing such
          right, or, in the event that an appeal, writ of certiorari, or
          reargument or rehearing thereof has been sought, such order shall have
          been affirmed by the highest court to which such order was appealed,
          or from which reargument or rehearing was sought or certiorari has
          been denied, and the time to take any further appeal, petition for
          certiorari, or move for reargument or rehearing shall have expired;
          provided that the possibility that a motion under Rule 59 or Rule 60
          of the Federal Rules of Civil Procedure or any analogous rule under
          the Bankruptcy Rules may be filed with respect to such order shall not
          cause such order not to be a Final Order.

                                       13


     110. "FINANCIAL INFORMATION" shall mean the historical, proforma and
          prospective financial information included as, or incorporated by
          reference into, Exhibit 4 to the Disclosure Statement entitled "W. R.
          Grace & Co. and Subsidiaries, Historical, Proforma and Prospective
          Financial Information."

     111. "FRESENIUS" shall mean Fresenius Medical Care Holdings, Inc. and
          National Medical Care, Inc.

     112. "FRESENIUS INDEMNIFIED PARTIES" shall mean Fresenius and each of their
          respective present and former subsidiaries, parents, affiliates,
          officers, directors, employees, partners, trustees, shareholders,
          beneficiaries, agents, attorneys, predecessors, successors, and
          assigns, including Fresenius Medical Care AG and Fresenius AG, but not
          including the Debtors, the Reorganized Debtors and Sealed Air.

     113. "FRESENIUS PAYMENT" shall mean the $115,000,000 consideration to be
          paid by Fresenius to the Debtors pursuant to the terms of the
          Fresenius Settlement Agreement.

     114. "FRESENIUS SETTLEMENT AGREEMENT" shall mean that certain settlement
          agreement and release of claims dated February 6, 2003 by and among
          the Parent, Grace-Conn, Fresenius, the Asbestos PI Committee, and the
          Asbestos PD Committee, in the form attached as Exhibit 13 in the
          Exhibit Book, as such agreement may be amended from time to time.

     115. "FUTURE CLAIMANTS' REPRESENTATIVE" or "FCR" shall mean David T.
          Austern (or any court-appointed successor), appointed as the legal
          representative for future asbestos-related personal injury Claimants
          in the Chapter 11 Cases for the purpose of protecting the interests of
          persons that may subsequently assert Demands channeled to the Asbestos
          Trust.

     116. "FVC" shall mean forced vital capacity, which is the maximal volume of
          air expired with a maximally forced effort from a position of maximal
          inspiration.

     117. "GENERAL UNSECURED CLAIM" shall mean any Claim in the Chapter 11 Cases
          that is not an Administrative Expense Claim, Priority Tax Claim,
          Priority Claim, Secured Claim, Unsecured Pass-Through Employee Related
          Claim, Workers' Compensation Claim, Intercompany Claim, Asbestos PI-SE
          Claim, Asbestos PI-AO Claim, or Asbestos PD Claim.

     118. "GLOSSARY" shall mean this Glossary of Terms for the Plan Documents,
          as this document may be modified from time to time.

     119. "GRACE" shall mean the Debtors.

     120. "GRACE-CONN" shall mean W. R. Grace & Co.-Conn., one of the Debtors in
          these Chapter 11 Cases.

     121. "GRACE EXPOSURE" shall have the meaning as set forth in Section
          5.4(b)(3) of the PI-SE TDP and Section 5.4(b)(2) of the PI-AO TDP.

     122. "GUC DISTRIBUTION DATE" shall mean: (a) when used with respect to a
          General Unsecured Claim that is Allowed prior to the Effective Date,
          the Effective Date or as soon as practicable thereafter; and (b) when
          used with respect to a General Unsecured Claim that is not Allowed
          prior to the Effective Date, the first Business Day of the next
          calendar quarter after the date upon which the Claim becomes Allowed,
          unless the Claim becomes Allowed within fifteen (15) Business Days
          before the first Business Day of such next calendar quarter, in which
          case the Distribution Date shall be the first Business Day of the next
          succeeding calendar quarter.

     123. "HOLDER" shall mean any Entity holding any Claim or Equity Interest
          and, with respect to a vote on the Plan, shall mean the beneficial
          holders on the voting record date or any authorized signatory who has
          completed and executed a Ballot or on whose behalf a Master Ballot has
          been properly completed and executed.

                                       14


     124. "ILO GRADE" shall mean the radiological ratings for the presence of
          lung changes as determined from a chest x-ray, all as established from
          time to time by the International Labor Organization.

     125. "INDIVIDUAL REVIEW PROCESS" shall mean the individual review process
          described in Section 5.2(b) of the PI-SE TDP or 5.2(b) of the PI-AO
          TDP, as applicable.

     126. "INITIAL DISTRIBUTION DATE" shall mean: (i) a date within the first
          sixty (60) days after the Effective Date selected by the Reorganized
          Debtors, or (ii) such later date as the Bankruptcy Court may
          establish, upon request by the Reorganized Debtors, for cause shown.

     127. "INTERCOMPANY CLAIM" shall mean: (a) any Claim that arose prior to the
          Effective Date by: (i) any Debtor against any other Debtor, or (ii) a
          Non-Debtor Affiliate against any Debtor; or (b) any claim that arose
          prior to the Effective Date by any Debtor against any Non-Debtor
          Affiliate,.

     128. "IRC" shall mean the Internal Revenue Code of 1986, as amended, and
          any applicable regulations (including temporary and proposed
          regulations) promulgated thereunder by the United States Treasury
          Department.

     129. "IRS" shall mean the United States Internal Revenue Service.

     130. "LITIGATION OPTION" shall mean one of the treatment options available
          to be chosen by Holders of Asbestos PI Claims, as described in Section
          3.2 of the Plan.

     131. "MANAGEMENT STOCK INCENTIVE PLAN" shall mean the W. R. Grace Stock
          Incentive Plans under which stock options exercisable for up to 8.2
          million shares of Parent Common Stock have been issued to the
          management of Grace and the Non-Debtor Affiliates, which options will
          remain outstanding under the Plan, and any additional stock incentive
          plans which may be implemented on or after the Effective Date subject
          to approval by the Parent's Board of Directors.

     132. "MARCH 2003 BAR DATE" shall mean March 31, 2003, the last day for
          Filing a proof of Claim relating to pre-petition (i) Asbestos PD
          Claims (excluding ZAI Claims), (ii) non-Asbestos Claims (including all
          governmental claims, and all derivative asbestos claims and
          asbestos-related claims for contribution, indemnity, reimbursement or
          subrogation), and (iii) Asbestos Medical Monitoring Claims.

     133. "MARCH 2003 BAR DATE ORDER" shall mean the Court's order, dated April
          22, 2002, which established the March 2003 Bar Date.

     134. "MASTER BALLOT" shall mean a Ballot, which is cast by a
          representative, on behalf of a Holder or Holders of Equity Interests,
          pursuant to the terms and guidelines established in the Plan
          Documents.

     135. "MEDICAL/EXPOSURE CRITERIA" shall mean the medical/exposure criteria
          for each Disease Level set forth in SECTION 5.2(A)(3) of the PI-SE
          TDP, or the medical/exposure criteria for a Qualified PI-AO Cash-Out
          Claim set forth in Section 5.2(a)(3) of the PI-AO TDP, as applicable.

     136. "MESOTHELIOMA" shall mean malignant mesothelioma diagnosed on the
          basis of the findings of a board certified pathologist.

     137. "MONOKOTE-3" or "MK-3" shall mean a fireproofing product used on steel
          structural components to prevent or delay the steel from collapsing in
          the event of a building fire.

     138. "NON-DEBTOR AFFILIATE" shall mean each of the Entities designated as
          such in Exhibit 9 in the Exhibit Book

     139. "NON-SETTLING ASBESTOS INSURANCE COMPANY" shall mean any Asbestos
          Insurance Entity that is not a Resolved Asbestos Insurance Company or
          a Settled Asbestos Insurance Company.

                                       15


     140. "PARENT" shall mean W. R. Grace & Co., a Delaware corporation, the
          first named Debtor in the caption of the Chapter 11 Cases and ultimate
          parent holding company of all of the other Debtors and Non-Debtor
          Affiliates.

     141. "PARENT COMMON STOCK" shall mean the common stock, par value $0.01 per
          share, of the Parent or, if after the Effective Date, of the
          Reorganized Parent.

     142. "PD ACCOUNT" shall mean the account established by the Trustees under
          the Asbestos Trust Agreement into which the Asbestos PD Class Fund
          shall be placed and from which Allowed Asbestos PD Claims shall be
          paid as soon as practicable after the Effective Date, as further
          described in the Asbestos Trust Agreement and the PD TDP.

     143. "PD TRUST DISTRIBUTION PROCEDURES" or "PD TDP" shall mean the
          procedures, in the form attached as Exhibit 8 in the Exhibit Book, to
          be implemented by the Trustees pursuant to the terms and conditions of
          the Plan and the Asbestos Trust Agreement, to pay Allowed Asbestos PD
          Claims as set forth in such procedures.

     144. "PETITION DATE" shall mean April 2, 2001, the date on which the
          Debtors Filed their petitions for relief commencing the Chapter 11
          Cases.

     145. "PI-AO ACCOUNT" shall mean the account established by the Trustees
          under the Asbestos Trust Agreement into which the Asbestos PI-AO Class
          Fund shall be placed and from which Allowed Asbestos PI-AO Claims
          shall be paid as soon as practicable after the Effective Date, as
          further described in the Asbestos Trust Agreement and the PI-AO TDP.

     146. "PI-AO TRUST DISTRIBUTION PROCEDURES" or "PI-AO TDP" shall mean the
          procedures, in the form attached as Exhibit 7 in the Exhibit Book, to
          be implemented by the Trustees pursuant to the terms and conditions of
          the Plan and the Asbestos Trust Agreement, to liquidate, determine,
          and pay Allowed Asbestos PI-AO Claims as set forth in such procedures.

     147. "PI-SE ACCOUNT" shall mean the account established by the Trustees
          under the Asbestos Trust Agreement into which the Asbestos PI-SE Class
          Fund shall be placed and from which Allowed Asbestos PI-SE Claims
          shall be paid as soon as practicable after the Effective Date, as
          further described in the Asbestos Trust Agreement and the PI-SE TDP.

     148. "PI-SE TRUST DISTRIBUTION PROCEDURES" or "PI-SE TDP" shall mean the
          procedures, in the form attached as Exhibit 6 in the Exhibit Book, to
          be implemented by the Trustees pursuant to the terms and conditions of
          the Plan and the Asbestos Trust Agreement, to liquidate, determine,
          and pay Allowed Asbestos PI-SE Claims as set forth in such procedures.

     149. "PLAN" shall mean Debtors' Plan of Reorganization under chapter 11 of
          the Bankruptcy Code dated as of November 13, 2004, either in its
          present form or as it may be amended, supplemented, or otherwise
          modified from time to time, and the exhibits and schedules to the
          foregoing, as the same may be in effect from time to time.

     150. "PLAN DOCUMENTS" shall mean the Plan, the Plan Supplement, the
          Disclosure Statement, the Glossary, and all exhibits in the Exhibit
          Book, either in their present form or as each may be amended,
          supplemented, or otherwise modified from time to time.

     151. "PRE-PETITION LAWSUIT" shall mean any lawsuit that was filed against
          any of the Debtors before the Petition Date.

     152. "PREVIOUSLY SETTLED/ADJUDICATED ASBESTOS CLAIM" shall mean any Claim
          based on a Final Order or a pre-petition settlement that is
          enforceable by a Debtor or Debtors and by the Claimant, if such Claim
          would constitute an Asbestos PD Claim or Asbestos PI Claim but for the
          Final Order or settlement.

                                       16


     153. "PRIORITY CLAIM" shall mean any Claim (other than an Administrative
          Expense Claim or Priority Tax Claim) to the extent such Claim is
          entitled to priority in right of payment under Bankruptcy Code ss.
          507.

     154. "PRIORITY TAX CLAIM" shall mean a Claim that is of a kind specified in
          Bankruptcy Code ss.ss. 502(i) or 507(a)(8).

     155. "PROFESSIONAL" shall mean an Entity (i) employed pursuant to a Final
          Order in accordance with Bankruptcy Code ss.ss. 327, 328, 363,
          524(g)(4)(B)(i) and/or 1103 and to be compensated for services
          rendered prior to the Confirmation Date, pursuant to Bankruptcy Code
          ss.ss. 327, 328, 329, 330 and 331, or (ii) for which compensation and
          reimbursement have been allowed by the Bankruptcy Court pursuant to
          Bankruptcy Code ss. 503(b)(4).

     156. "PULMONARY FUNCTION TESTING" shall mean spirometry testing that is (i)
          in material compliance with the quality criteria established by the
          American Thoracic Society and (ii) performed on equipment which is in
          material compliance with the standards of the American Thoracic
          Society for technical quality and calibration.

     157. "QSF" shall mean a qualified settlement fund as defined by Treasury
          Regulation Section 1.468B-1 et seq.

     158. "QUALIFIED ASBESTOS PI-AO CASH-OUT CLAIM" shall mean an Asbestos PI-AO
          Cash-Out Claim that meets the Medical/Exposure Criteria set forth in
          Section 5.2(a)(3) of the PI-AO TDP.

     159. "QUARTERLY TAX DISTRIBUTION DATE" shall mean the first Business Day of
          each calendar quarter following the Initial Distribution Date;
          provided that the first Quarterly Tax Distribution Date following the
          Initial Distribution Date shall be no less than ninety (90) days
          following such Initial Distribution Date.

     160. "REGISTRY" shall mean a list to be maintained by the Asbestos Trust
          for those Holders of Asbestos PI-AO Claims who choose the Registry
          Option.

     161. "REGISTRY OPTION" shall mean one of the three treatment options
          available to be chosen by the Holder of an Asbestos PI-AO Claim, as
          described in Section 3.2 of the Plan.

     162. "RELEASED MATTERS INJUNCTION" shall mean the injunction described in
          Section 8.4 of the Plan.

     163. "REORGANIZED DEBTOR," "REORGANIZED DEBTORS" or "REORGANIZED GRACE"
          shall mean the Debtor(s) from and after the Effective Date.

     164. "REORGANIZED PARENT" shall mean the Parent from and after the
          Effective Date.

     165. "REPRESENTATIVES" shall mean, with respect to any Entity, the past and
          present directors, officers, employees, accountants (including
          independent registered public accountants), advisors, attorneys,
          consultants, or other agents of that Entity, or any other
          representatives or professionals of that Entity or of any of those
          directors, officers, employees, accountants (including independent
          registered public accountants), advisors, attorneys, consultants, or
          other agents.

     166. "RESOLVED ASBESTOS INSURANCE COMPANY" shall mean each of the Asbestos
          Insurance Entities that has entered into an Asbestos Insurance
          Settlement Agreement with the Debtors, the Reorganized Debtors, the
          Non-Debtor Affiliates, or any of them or their predecessors pursuant
          to which such Asbestos Insurance Entity has fully performed all of its
          obligations that have arisen or that ever might arise under such
          Asbestos Insurance Settlement Agreement and which is listed on a list
          to be included in the Plan Supplement but only with respect to the
          portion of the Asbestos Insurance Policy (scheduled immediately
          therewith on a list to be included in the Plan Supplement) that is
          affected by any such Settlement Agreement.

                                       17


     167. "RETAINED CAUSES OF ACTION" shall mean the actual and potential causes
          of action that the Reorganized Debtors shall retain, on and after the
          Effective Date, on behalf of the Debtors, to commence and pursue, as
          appropriate, in any court or other tribunal including, without
          limitation, in an adversary proceeding filed in one or more of the
          Chapter 11 Cases, whether such causes of action accrued before or
          after the Petition Date, including the actions listed on Exhibit 11 in
          the Exhibit Book.

     168. "SCHEDULED VALUE" shall mean each Scheduled Value available under the
          PI-SE TDP and PI-AO TDP, respectively, to those Claimants who elect
          the Cash-Out Option and who are determined to meet the applicable
          Medical/Exposure Criteria under the procedures set forth in the PI-SE
          TDP or PI-AO TDP, respectively.

     169. "SCHEDULES" shall mean the schedules of assets and liabilities and the
          statements of financial affairs Filed by the Debtors in Possession
          with the Bankruptcy Court, as required by Bankruptcy Code ss. 521 and
          the Bankruptcy Rules, as such schedules and statements may be amended
          by the Debtors in Possession from time to time in accordance with
          Bankruptcy Rule 1007.

     170. "SEALED AIR" shall mean Sealed Air Corporation and Cryovac, Inc.

     171. "SEALED AIR COMMON STOCK" shall mean the voting common stock, par
          value $0.10 per share, of Sealed Air.

     172. "SEALED AIR INDEMNIFIED PARTIES" shall mean Sealed Air Corporation,
          Cryovac, Inc. and all of their parent corporations, subsidiary
          corporations, joint ventures, Affiliates, and sister corporations, and
          any and all of their past, present and future agents, servants,
          officers, directors, employees, successors, assigns, heirs, executors,
          administrators, legal representatives, beneficiaries, insurers (but
          solely to the extent of coverage procured by Sealed Air Corporation
          (after March 31, 1998) or Cryovac, Inc. (after such date) of any
          liabilities of Sealed Air for Asbestos Claims), or any of them,
          including any Entity acting on behalf of or at the direction of any
          them, but specifically excluding (i) the Debtors, (ii) all Non-Debtor
          Affiliates, (iii) Fresenius (to the extent of any and all claims,
          damages or debts arising out of the Fresenius Transaction as defined
          in the Sealed Air Settlement Agreement), and (iv) any and all insurers
          of the Debtors or the Non-Debtor Affiliates to the extent that they
          have provided coverage for Asbestos Claims now or hereafter asserted
          or which could have been asserted at any time against the Debtors or
          the Non-Debtor Affiliates.

     173. "SEALED AIR PAYMENT" shall mean the payment delivered, on or as soon
          as practicable following the Effective Date, for and on behalf of
          Sealed Air to the Asbestos Trust pursuant to the terms of the Sealed
          Air Settlement Agreement. The Sealed Air Payment shall consist of: (i)
          five hundred twelve million five hundred thousand dollars
          ($512,500,000) in Cash, plus interest thereon from December 21, 2002
          until the Effective Date, at a rate of 5.5% per annum compounded
          annually and (ii) nine million (9,000,000) shares of Sealed Air Common
          Stock (subject to adjustment as provided in the Sealed Air Settlement
          Agreement).

     174. "SEALED AIR SETTLEMENT AGREEMENT" shall mean that certain agreement,
          in the form attached as Exhibit 12 in the Exhibit Book, dated November
          10, 2003 and Filed with the Bankruptcy Court on November 26, 2003, as
          amended to address the Debtors' objections thereto, or otherwise.

     175. "SEC" shall mean the United States Securities and Exchange Commission.

     176. "SECOND HAND CLAIM" has the meaning specified in Section 5.3(a) of the
          PI-SE TDP or PI-AO TDP, as applicable.

     177. "SECURED CLAIM" shall mean a Claim that is: (i) secured by a lien (as
          such term is defined in Bankruptcy Code ss. 101(37)) on property in
          which the Debtors have an interest, which lien is valid, perfected,
          and enforceable under applicable law or by reason of a Final Order, or
          (ii) entitled to setoff under Bankruptcy Code ss. 553, to the extent
          of (A) the value of the Claimant's interest in the Debtor's interest
          in such


                                       18



          property or (B) the amount subject to setoff, as applicable, as
          determined pursuant to Bankruptcy Code ss. 506(a).

     178. "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

     179. "SETTLED ASBESTOS INSURANCE COMPANY" shall mean any Asbestos Insurance
          Entity (other than a Resolved Asbestos Insurance Company) that has
          entered into an Asbestos Insurance Settlement Agreement with the
          Debtors, the Reorganized Debtors, the Non-Debtor Affiliates, or any of
          them or their predecessors, as of the Effective Date, pursuant to
          which such Asbestos Insurance Entity must still perform its
          obligations under such Asbestos Insurance Settlement Agreement and
          which is listed on a list to be included in the Plan Supplement, but
          only with respect to any Asbestos Insurance Policy scheduled
          immediately therewith.

     180. "SETTLORS" shall have the meaning ascribed to it on page 1 of the
          Asbestos Trust Agreement.

     181. "SIGNIFICANT OCCUPATIONAL EXPOSURE" shall have the meaning set forth
          in Section 5.4(b)(2) of the PI-SE TDP.

     182. "TAC" shall mean the Trust Advisory Committee.

     183. "TDPS" shall mean the Trust Distribution Procedures.

     184. "TERMINATION DATE" shall have the meaning ascribed to it in Section
          8.2 of the Asbestos Trust Agreement.

     185. "THIRD PARTY INDEMNIFICATION/CONTRIBUTION CLAIM" shall mean an
          Asbestos Claim that is asserted against one or more Debtors and/or the
          Asbestos Trust based upon theories of contribution or indemnification
          under applicable law. A Third Party Indemnification/Contribution Claim
          shall be an Asbestos PI-SE Claim if and to the extent that it arises
          from the payment or other satisfaction of a Claim that would have been
          an Asbestos PI-SE Claim if it had not been paid or otherwise
          satisfied. A Third Party Indemnification/Contribution Claim shall be
          an Asbestos PI-AO Claim if and to the extent that it arises from the
          payment or other satisfaction of a Claim that would have been an
          Asbestos PI-AO Claim if it had not been paid or otherwise satisfied. A
          Third Party Indemnification/Contribution Claim shall be an Asbestos PD
          Claim if and to the extent that it arises from the payment or other
          satisfaction of a Claim that would have been an Asbestos PD Claim if
          it had not been paid or otherwise satisfied.

     186. "TLC" shall mean total lung capacity, which is the total volume of air
          in the lung after maximal inspiration.

     187. "TRUST ADVISORY COMMITTEE" or "TAC" shall mean the Trust Advisory
          Committee established pursuant to the terms of the Plan and having the
          powers, duties and obligations set forth in the Asbestos Trust
          Agreement.

     188. "TRUST BY-LAWS" shall mean the by-laws of the Asbestos Trust, as
          authorized under Section 3.1(c)(viii) of the Asbestos Trust Agreement.

     189. "TRUST DISTRIBUTION PROCEDURES" or "TDPS" shall mean, collectively,
          the PI-SE TDP, the PI-AO TDP, and the PD TDP.

     190. "TRUSTEE" shall mean any individual confirmed by the Court to serve as
          a trustee of the Asbestos Trust, pursuant to the terms of the Plan,
          the Confirmation Order and the Asbestos Trust Agreement, or who
          subsequently may be appointed pursuant to the terms of the Asbestos
          Trust Agreement.

     191. "UNKNOWN CAUSES OF ACTION" shall mean any Retained Causes of Action of
          which the Debtors are unaware at the time Exhibit 11 in the Exhibit
          Book is filed, and are therefore not listed on that Exhibit.

                                       19


     192. "UNLIQUIDATED CLAIM" shall mean: (i) any Claim, the amount of
          liability for which has not been fixed, whether pursuant to agreement,
          applicable law, or otherwise, as of the date on which such Claim is
          sought to be fixed, or (ii) any Claim for which no Allowed Amount has
          been determined.

     193. "UNSECURED CREDITORS' COMMITTEE" shall mean the Official Committee of
          Unsecured Creditors appointed by the U.S. Trustee in the Chapter 11
          Cases pursuant to Bankruptcy Code ss. 1102.

     194. "UNSECURED PASS-THROUGH EMPLOYEE RELATED CLAIMS" shall mean all Claims
          (including accrued but unpaid pension Claims from the Petition Date)
          for compensation and benefits related to the Debtors' employment of
          their current and former employees. Workers' Compensation Claims are
          not included within the Class of Unsecured Pass-Through Employee
          Related Claims.

     195. "VOTING AGENT" shall mean Bankruptcy Management Corporation, the party
          to whom all Ballots and/or Master Ballots should be submitted.

     196. "VOTING DEADLINE" shall mean, 4:00 P.M. Eastern Time on April 1, 2005,
          which is the deadline by which anyone seeking to cast a Ballot or
          Master Ballot must submit such Ballot and/or Master Ballot, so that it
          is received by the Voting Agent.

     197. "VOTING RECORD DATE" shall mean two (2) Business Days after the entry
          of the Disclosure Statement Order.

     198. "WARRANTS" shall mean the redeemable restricted warrants to purchase
          Parent Common Stock at an exercise price of $0.01 per share, issued to
          the Asbestos Trust for the benefit of the Holders of Asbestos PI-AO
          Claims and exercisable in accordance with the Plan Documents, pursuant
          to a warrant agreement substantially in the form of Exhibit 15 in the
          Exhibit Book.

     199. "WORKERS' COMPENSATION CLAIMS" shall mean any Claim: (i) for benefits
          under a state-mandated workers' compensation system, which a past,
          present, or future employee of the Debtors or their predecessors is
          receiving, or may in the future have a right to receive and/or (ii)
          for reimbursement brought by any insurance company or state agency as
          a result of payments made to or for the benefit of such employees
          under such a system and fees and expenses incurred under any insurance
          policies or laws or regulations covering such employee claims.

     200. "WRG ASBESTOS TRUST" shall mean the Asbestos Trust.

     201. "WRG ASBESTOS TRUST AGREEMENT" shall mean the Asbestos Trust
          Agreement.

     202. "ZAI" shall mean Zonolite Attic Insulation, which is a loose-fill,
          non-roll vermiculite product primarily used in home attic insulation,
          that may contain naturally occurring asbestos.

     203. "ZAI CLAIMS" shall mean: (i) a Claim, Demand, or remedy, including all
          related claims, debts, obligations, or liabilities for compensatory
          (including general, special, and consequential damages) and punitive
          damages, (ii) a cross-claim, contribution claim, subrogation claim,
          reimbursement claim or indemnity claim, or (iii) any debt, liability,
          or obligation of one or more of the Debtors or any other Asbestos
          Protected Party (whether or not such Claim, Demand, remedy, debt,
          liability, or obligation is reduced to judgment, liquidated,
          unliquidated, fixed, contingent, matured, unmatured, disputed,
          undisputed, legal, equitable, secured, or unsecured; whether or not
          the facts of or legal bases therefor are known or unknown; and whether
          in the nature of or sounding in tort, or under contract, warranty,
          guarantee, contribution, joint and several liability, subrogation,
          reimbursement or indemnity, or any other theory of law, equity, or
          admiralty), for, relating to, or arising out of, resulting from, or
          attributable to, directly or indirectly property damage, including the
          cost of removal, abatement, or diminution in the value thereof, or
          environmental damage or economic loss caused or allegedly caused, by
          the ZAI sold, manufactured, supplied, produced, specified, selected,
          distributed or in any way marketed by one or more of the Debtors (or
          any of their respective past or present Affiliates, or any


                                       20



          of the predecessors of any of the Debtors or any of their respective
          past or present Affiliates, or any other Entity for whose products or
          operations any of the Debtors allegedly has liability or is otherwise
          liable). ZAI Claims are included within the Class of Asbestos PD
          Claims.




                                       21



Other Terms/Interpretation

          (a)  Wherever from the context it appears appropriate, each term
               stated in either the singular or the plural shall include the
               singular and the plural, and pronouns stated in the masculine,
               feminine, or neuter gender shall include the other genders.

     (b)  When used in a Plan Document, the term "Claim" shall be broadly
          construed to include all manner and type of Claim, whenever and
          wherever such Claim may arise, and shall include Asbestos PI-SE
          Claims, Asbestos PI-AO Claims, and Asbestos PD Claims.

     (c)  Any reference in a Plan Document to a contract, instrument, release,
          indenture or other agreement or document being in a particular form or
          on particular terms and conditions shall mean that such document shall
          be substantially in such form or substantially on such terms and
          conditions.

     (d)  Any reference in a Plan Document to an existing document or exhibit in
          the Exhibit Book Filed or to be Filed shall mean the document or
          exhibit as it may have been or may be amended, modified or
          supplemented.

     (e)  Any reference to an Entity as a Holder of a Claim shall include that
          Entity's successors, assigns and affiliates.

     (f)  The words "herein," "hereof," "hereto," "hereunder," and others of
          similar import refer to a Plan Document as a whole and not to any
          particular section, subsection, or clause contained in a Plan
          Document.

     (g)  The word "including" (and, with correlative meaning, the forms of the
          word "include") shall mean including, without limiting the generality
          of any description preceding that word; and the words "shall" and
          "will" are used interchangeably and have the same meaning.

     (h)  Unless otherwise indicated herein, all references to dollars are to
          United States dollars.

     (i)  An initially capitalized term used herein that is not defined herein
          shall have the meaning ascribed to such term, if any, in the
          Bankruptcy Code, unless the context shall otherwise require.

     (j)  The descriptive headings contained in Plan Documents are included for
          convenience of reference only and are not intended to be a part of and
          shall not affect in any way the meaning or interpretation of Plan
          Documents.

     (k)  All references in Plan Documents to sections, articles, and exhibits
          are references to sections, articles and exhibits of or to Plan
          Documents unless otherwise specified.

     (l)  Unless otherwise expressly provided herein, in computing any period of
          time prescribed or allowed by a Plan Document, the provisions of
          Bankruptcy Rule 9006(a) shall apply.

     (m)  The rules of construction set forth in Bankruptcy Code ss. 102 shall
          apply.



                                       22