Financial Reorganization Plan

On February 27, 2009, W. R. Grace & Co. filed a first amended Joint Plan of Reorganization and Disclosure Statement with the U.S. Bankruptcy Court in Delaware. Grace filed these documents in connection with its plan to emerge from Chapter 11. The Official Committee of Asbestos Personal Injury Claimants, the Representative for Future Asbestos Personal Injury Claimants, and the Official Committee of Equity Security Holders are co-proponents of the Plan. The files listed below are dated December 23, 2010 and are the current versions of the Plan and its Exhibits.

	First Amended Joint Plan of Reorganization as of December 23, 2010
	Exhibit Book Table of Contents
	Exhibit 2: Asbestos Personal Injury Trust Agreement
	Exhibit 3: Asbestos Property Damage Trust Agreement
	Exhibit 4: Asbestos Personal Injury Trust Distribution Procedures
	Exhibit 5: Schedule of Settled Asbestos Insurance Companies Entitled to 524(g) Protection
	Exhibit 6: Asbestos Insurance Transfer Agreement
	Exhibit 7: Intentionally Left Blank
	Exhibit 8: Best Interests Analysis
	Exhibit 9: Canadian Zonolite Attic Insulation Minutes of Settlement
	Exhibit 10: Cooperation Agreement
	Exhibit 11: Asbestos Personal Injury Deferred Payment Agreement
	Exhibit 12: Financial Information
	Exhibit 13: Fresenius Settlement Agreement
	Exhibit 14: Fresenius Settlement Order
	Exhibit 15: W. R. Grace & Co. Guarantee Agreement
	Exhibit 16: Non-Debtor Affiliate Schedule
	Exhibit 17: Plan Registration Rights Agreement
	Exhibit 18: Rejected Executory Contracts and Unexpired Leases Schedule
	Exhibit 19: Retained Causes of Action Schedule
	Exhibit 20: Share Issuance Agreement
	Exhibit 21: Unresolved Asbestos Property Damage Claims Schedule
	Exhibit 22: Sealed Air Settlement Agreement
	Exhibit 23: Sealed Air Settlement Order
	Exhibit 24: Warrant Agreement
	Exhibit 25: Case Management Order for Class 7A Asbestos Property Damage Claims
	Exhibit 26: Asbestos Personal Injury/Property Damage Inter-Creditor Agreement
	Exhibit 27: Deferred Payment Agreement (Class 7A Property Damage)
	Exhibit 28: Deferred Payment Agreement (Class 7B Zonolite Attic Insulation)
	Exhibit 29: W. R. Grace & Co. Guarantee Agreement (Class 7A Property Damage)
	Exhibit 30: W. R. Grace & Co. GA (Class 7B Zonolite Attic Insulation)
	Exhibit 31: Stock Incentive Plan
	Exhibit 32: Stock Trading Restrictions Term Sheet
	Exhibit 33: Zonolite Attic Insulation Property Damage Distribution Procedures
	Exhibit 34: Amended and Restated Canadian Zonolite Attic Insulation Minutes of Settlement
	Exhibit 35: Amendment to the Amended and Restated Canadian Minutes of Settlement

An overview of the Grace financial reorganization is also available online.