X0303 4 2008-12-02 0 0001045309 W R GRACE & CO GRA 0001325901 Shelnitz Mark A C/O W. R. GRACE & CO. 7500 GRACE DRIVE COLUMBIA MD 21044 0 1 0 0 VP, Gen. Counsel and Secretary Common Stock, par value $0.01 per share 2008-12-02 4 P 0 50000 3.83 A 53500 D Common Stock, par value $0.01 per share 9420.8496 I By Trust Each share of Common stock also represents one Preferred Share Purchase Right. Each such Right entitles the holder to purchase Preferred Stock or other securities or property upon the occurrence of certain events and subject to certain conditions. Such shares are held in a "Rabbi" trust established by the issuer for the benefit of certain officers and directors. Michael W. Conron, Attorney-In-Fact 2008-12-03