W. R. Grace - Business Ethics Policy

Business Ethics Policy

SUBJECT:

Business Ethics

POLICY No.

506

PURPOSE:

One of the core values of W. R. Grace & Co. and its subsidiaries (collectively, "Grace" or the "Company") is an unwavering commitment to Integrity and Ethics. These values must guide the conduct of all directors, officers, employees, and representatives in their business dealings. This Policy reaffirms Grace's commitment to comply with all applicable laws and be governed by the highest level of business ethics.

While this Policy describes general principles of legal and ethical conduct, it does not purport to address every legal or ethical issue that a director, officer, employee, or representative may face. Each person must exercise good judgment to act within the spirit, as well as the letter, of this Policy, and should seek guidance from others where necessary to follow an appropriate course of conduct.

STATEMENT OF POLICY:

Each director, officer, employee and other representative of Grace, in all actions taken on behalf of Grace, shall act in accordance with the highest level of business ethics and in accordance with applicable laws, rules and regulations.

PROCEDURES AND IMPLEMENTATION:

Without limiting the scope of this general precept, each director, officer, employee and other representative shall act to insure that:


(a)	All contracts and agreements to which any Grace entity is a party are carried out and performed in accordance with the spirit as well as the letter of their terms and conditions, and all customers and suppliers are treated in a fair manner;
(b)	All products sold and services rendered are delivered as agreed, and deficiencies or omissions, if any, are corrected promptly to the parties' mutual satisfaction;
(c)	Every effort is made to avoid actual or apparent conflicts between the interests of Grace and the personal interests of any of Grace's directors, officers, employees and other representatives; and that any conflicts or potential conflicts of interest are fully and promptly disclosed to the appropriate Grace supervisors and Grace's General Counsel (see Policy No. 507 "Conflicts of Interest");
(d)	All financial and other disclosures provided to the Securities and Exchange Commission or any other governmental authority, provide full, fair, accurate, timely and understandable information;
(e)	All of Grace's books, records, accounts and financial statements are maintained in reasonable detail, appropriately reflect Grace's transactions and conform both to applicable legal requirements and to Grace's systems of internal controls;
(f)	All assets and proprietary information of Grace (including information of third parties provided under confidentiality arrangements) are properly accounted for and safeguarded;
(g)	Grace does not conspire to fix prices, restrain trade or otherwise violate the antitrust laws;
(h)	Grace does not make campaign or political contributions in any jurisdiction except to the extent permitted by law; any contributions must be coordinated through corporate headquarters;
(i)	Grace does not make any improper, disguised or questionable payments of any kind, or prepare any business records or financial reports which incorporate or reflect false or misleading information;
(j)	Grace is concerned with and committed to preserving and protecting the environment in all its business activities;
(k)	In its business dealings with government agencies, Grace will act in accordance with applicable laws and published policies of such government agencies with respect to business practices and procedures, including but not limited to those dealing with entertainment, gifts or other business courtesies;
(l)	Grace complies with all applicable national and multinational export control laws and does not cooperate with international boycotts unless sanctioned by applicable law;
(m)	No director, officer, employee, or representative of Grace discloses nonpublic information of Grace without management's authorization or uses such information for personal gain; and
(n)	No material, non-public information of Grace, or any supplier, customer or other third party, is used for trading in Grace securities or the securities of any such supplier, customer or other third party.

REPORTING PROCEDURES

Any director, officer, employee or other representative of Grace who discovers any matter which is or appears to be in violation of this Policy, Policy No. 507 or any other Grace policy covered by the above principles shall report the matter immediately by contacting either of the following persons:

W. Brian McGowan, Chief Ethics Officer; or

Phone:	410-531-4191
e-mail:	; or

Mark A. Shelnitz, General Counsel

Phone:	410-531-4212
e-mail:	.

If an individual does not believe contacting those persons is appropriate, then he or she may report the matter by calling the Grace Ethics and Integrity in Action Hotline that is available toll-free from more than 40 countries. The Ethics Hotline can be reached by dialing an access code that corresponds to the caller's location followed by a toll-free number. The list of access codes and the toll-free telephone number are posted in the Governance section of Grace's corporate website available at www.grace.com.

Calls to the Ethics Hotline (as well as reports to the persons listed above) may be submitted anonymously. (The Hotline does not have caller-ID).

Alternatively, a person may contact the Audit Committee of the Grace Board directly with respect to any matter involving accounting, auditing, financial reporting or internal controls. The Audit Committee may be contacted by writing to Mr. John J. Murphy, Chair of the Audit Committee of W. R. Grace & Co., Two Turtle Creek Village, 3838 Oak Lawn Avenue, Suite 224, Dallas, TX 75219 or by calling 214-526-3975.

All reports and calls to the persons listed above or to the Ethics Hotline will be treated confidentially. Information presented in such reports and calls shall be shared with other individuals only to the extent necessary (1) to conduct a full and fair investigation of any matter reported, and (2) for Grace to take any corrective action as a result of any such report or call. Specifically, the distribution of that information shall be limited to protect the privacy of any individual's personal information, to the extent that such limitation is consistent with fully and fairly investigating any allegations made in such reports or calls and meeting any disclosure obligations that Grace may have to regulatory or judicial authorities.

All reports will be fully and fairly investigated and the results of the investigation will be communicated to the individual who reported the alleged violation. Grace may conduct the investigation internally, led by the Chief Ethics Officer or General Counsel (or an appropriate designee) or externally, using outside counsel, independent accountants or a private investigation firm. The investigation may include, to the extent permitted by law, interviews, document review (including Grace files, files maintained by employees, employee e-mails, phone logs and other electronic records), and surveillance during business or non-business hours. Any investigation conducted using outside counsel, independent accountants or a private investigator must be approved in advance by the General Counsel or the Chair of the Audit Committee, and will be reported to the Audit Committee. The Chief Ethics Officer shall coordinate closely with the General Counsel so that any significant matter is reviewed from a legal viewpoint by the General Counsel.

Any person who is the subject of a report or Ethics Hotline call shall be notified of the subject matter involved prior to the completion of the investigation and be given an opportunity to respond fully to each accusation or complaint reported. However, the identity of any individual who makes such a report or call shall not be identified to such person, to the extent consistent with conducting a full and fair investigation.

The Chief Ethics Officer (and/or other party, where appropriate) shall maintain a file of all reports and actions taken to address reported allegations. The Chief Ethics Officer (or other party, where appropriate) shall advise the Audit Committee at its next meeting of any matters involving accounting, auditing, financial reporting or internal controls brought to the attention of Grace since the last Audit Committee meeting.¹

Directors, officers, employees, and representatives are expected to report violations of Grace's policies and procedures. Grace will not permit retaliation of any kind for a report made in good faith.

Employees are also encouraged to discuss ethical issues with their supervisors or any of the persons referred to above when in doubt about the best course of action to follow in a particular situation.

Grace will hold all persons subject to this Policy accountable for their actions (including failure by any person to report any violation of this Policy that such person may be aware of), and will take appropriate disciplinary action when necessary (including termination and seeking criminal prosecution), whether the person involved is a director, executive or other officer, manager, employee, or representative of Grace. No waiver shall be granted to an employee or representative of Grace unless such waiver is approved in advance by the Chief Ethics Officer. No waiver shall be granted to a director, an executive officer (including the principal executive officer and the principal financial officer), the principal accounting officer or controller or persons performing similar functions, unless such waiver is approved by the Board of Directors and disclosed to the public in accordance with SEC and/or New York Stock Exchange requirements to the extent applicable.

All officers and managers of Grace are responsible for monitoring and enforcing this Policy within their respective areas of responsibility. Directors, officers, all U.S. salaried employees and certain non-U.S. management employees and other representatives of Grace will be required to execute annually a certificate indicating that they understand and have complied with this Policy, Policy No. 507 - Conflicts of Interest - and other Grace policies that cover the principles specified above.

Certificates should be retained for five years. The person submitting the certificate is advised to retain a copy for his/her records. Consistent with the best interests of Grace and subject to any applicable requirements of law, those within Grace receiving certificates and related data will make every effort to treat the same as confidential.

A copy of each certificate containing any comment or qualification should immediately be furnished to the Chief Ethics Officer.

When a business is acquired, the head of the acquiring SBU (or Grace's corporate human resources department if no SBU is directly involved) is responsible for promptly causing all salaried employees and other appropriate representatives in the newly-acquired business or unit to have access to this Policy and the other policies referred to herein and for causing certificates to be furnished by those persons. Similarly, the certificate should be furnished by newly hired persons.

The Chief Ethics Officer and Board of Directors shall review this Policy at least annually.

¹ All investigations involving a member of the Leadership Team will be referred to and conducted by the Audit Committee or the Corporate Responsibility Committee (or other party deemed appropriate by those Committees).

ISSUED BY

Board of Directors and Audit Committee

DATE

November 8, 2007