EXHIBIT 10.2

                                Thomas A. Vanderslice, Lead Independent Director
                                W. R. Grace & Co. Board of Directors

                                W. R. Grace & Co.
                                7500 Grace Drive
                                Columbia, MD  21044-4098






                                January 19, 2005


Mr. Paul Norris
W. R. Grace & Co.
7500 Grace Drive
Columbia, Maryland 21044

Dear Paul:

         As discussed, after you retire as CEO of W. R. Grace & Co. ("Grace"),
you have agreed to continue to monitor Grace's efforts to reorganize under
Chapter 11 of the U.S. Bankruptcy Code (the "Chapter 11 Process"), and to
provide consulting and advisory services to Grace's new CEO, Fred Festa, other
Grace officers and employees, and the Board, regarding that Process. You have
also agreed to assist Grace in the legislative process and to provide such other
limited transition consulting and advisory services as may be requested by
Grace, all in accordance with the terms specified in this letter agreement. If
you agree with the terms of this letter agreement, please sign where indicated
below and return a signed copy to W. Brian McGowan.

         With respect to the Chapter 11 Process, you will be responsible for
independently determining whether you need to attend certain meetings or Court
hearings to fulfill your obligations under this letter agreement. Also, of
course, you may receive specific assignments (e.g., to attend certain meetings
or Court hearings or to render advice on specific aspects of the Chapter 11
Process) from Mr. Festa or the Board with regard to the Chapter 11 Process.

         You will determine where, when and how you perform your monitoring
duties and consulting services hereunder (except for attending meetings
scheduled for the convenience of all parties and certain Court hearings, and the
requirement that you satisfy any deadlines imposed regarding the completion of
specific services hereunder).

         You will provide services hereunder as an independent contractor, with
no authority to bind the Company to any agreement or arrangement. As a
consultant hereunder, you will work closely with Grace's Chief Restructuring
Officer and other




Mr. Paul Norris
January 19, 2005
Page 2


persons performing roles related to the consulting services provided hereunder;
but you will not supervise any Grace employee and no Grace employee will report
to you. Also, except as specifically requested by Grace, you will not be
required to provide services related to Grace's ongoing businesses or other
Grace matters..

         In consideration for your services pursuant to this agreement, you will
be paid a monthly retainer (your "Consulting Retainer"). Initially, your
Consulting Retainer will be $35,416.67 per month (i.e., $425,000 annually),
subject to adjustment as provided in the next paragraph. (You will, of course,
also receive the usual director fees paid to the Company's Board members, to the
extent you are entitled to such fees as a member of the Board.)

         At this time, it is anticipated that you may be required to dedicate an
amount of time that is equal to approximately 1/2 of a regular 40 hour per week
work schedule ("1/2 Time") to your duties under this agreement. You also agree,
however, that your Consulting Retainer will be adjusted downward to the extent
that the time that you are required to dedicate to providing services hereunder
is, or later becomes, substantially less than 1/2 Time.

         Your Consulting Retainer will be paid to you as an independent
contractor, and you will be responsible for all tax reporting and payments
generally associated with payments to independent contractors in accordance with
the Federal Self-Employment Contributions Act and other applicable laws. Also,
you will not receive any employee benefits or other employee or officer
prerequisites from Grace in conjunction with your services hereunder or as a
result of your receipt of your Consulting Retainer.

         While you are a consultant hereunder, Grace will provide you with
office space in its Columbia Maryland headquarters (along with secretarial and
business telephone services, as well as other office work assistance, which
would generally be helpful to you in performing your duties as a consultant).
You will not, however, be required to perform your consulting services from that
office space, and there will be no specified standard hours that you will need
to be present at the Columbia headquarters or any other location.

         If you are required to travel away from home and the Columbia
headquarters in order to attend meetings or otherwise perform any duties
pursuant to this agreement, Grace will of course reimburse you for reasonable
business expenses related to such travel.

         The term of this agreement will commence the first business day after
you retire from Grace (unless you and the Board agree to a later date); and it
is anticipated that you will continue to provide consulting services hereunder
only for a temporary period.




Mr. Paul Norris
January 19, 2005
Page 3


However, you may voluntarily cease providing such services at any time, upon at
least 30 days written notice to the Chairman of the Compensation Committee of
the Board. In addition, the Board may terminate this consulting arrangement at
any time, upon 30 days written notice to you. In any event, however, this
consulting arrangement shall be terminated no later than 90 days after the date
that Debtors emerge from Chapter 11 protection. Thus, unless your service
terminates earlier, you will cease providing consulting services under this
Agreement 90 days after such emergence. Your Consulting Retainer shall cease to
accrue immediately upon your ceasing to provide services hereunder, regardless
of the reason for such cessation.

         The Board understands that at the same time you are providing services
hereunder, you will most likely also be providing consulting or other services
to other business organizations. Nothing in this agreement shall prevent you
from performing consulting or other services for other businesses at any time
during or after the term of this letter agreement.

         Notwithstanding the forgoing or any other provision of this letter
agreement, however, you agree that, without the prior written consent of Mr.
Festa or the Board, you shall not at any time (during the term of this letter
agreement or thereafter) disclose, or use for your own benefit or purposes, or
for the benefit or purposes of any other person or business organization, any
information or data belonging to, or relating to, the affairs of Grace (or its
affiliates or subsidiaries), including (but not limited to) information related
to the Chapter 11 Process, which you receive pursuant to your performance of
duties and services under this letter agreement ("Confidential Information").
(Information that is in, or hereafter enters, the public domain through no fault
of yours is not, however, to be considered Confidential Information under this
letter agreement.) Finally, this provision regarding Confidential Information
shall not supercede, but shall be in addition to, any other confidentiality
agreement or understanding between you and Grace (or any of its affiliates or
subsidiaries) as a result of your status as a former employee of any such entity
or otherwise.

         Grace will, to the maximum extent permitted by applicable law,
indemnify you and hold you harmless from and against any and all losses and
liabilities you may incur as a result of your monitoring the Chapter 11 Process
and your performing consulting and advisory services, under this letter
agreement. Such indemnification shall be in addition to any indemnification
granted to or available to you as a director or former employee or executive of
Grace.

         Finally, in order to resolve any dispute that may arise with respect to
the obligations, duties and responsibilities of the parties under this letter
agreement, you and the Board agree to adopt the terms of your prior employment
agreement with




Mr. Paul Norris
January 19, 2005
Page 4


Grace, dated January 1, 2001 (and amended November 6, 2002), under the heading
"Governing Law and Dispute Resolution".

         Paul, please let me again thank you on behalf of the Board for agreeing
to assist Fred and the Board in their efforts to manage Grace's Chapter 11
Process and assisting with transition issues after you retire from Grace.

                                   Sincerely,



                                   Thomas A. Vanderslice

AGREED:

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PAUL NORRIS

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Date: