letter agreement

                                                                    EXHIBIT 10.3

[GRACE LOGO]                                 ALFRED E. FESTA

[GRAPHIC OMITTED]                            President & Chief Operating Officer

                                             W. R. Grace & Co.

                                             7500 Grace Drive

                                             Columbia, MD 21044

April 22, 2005

Mr. Richard C. Brown

18424 Balmore Pines Lane

Cornelius, NC 28031

Dear Rick:

This letter agreement specifies the terms of your employment with W. R. Grace &

Co. (the "Company"), which will be presented for approval to the Board of

Directors (the "Board") of the Company and/or the Compensation Committee of the

Board, as applicable, on April 27, 2005. I am extremely pleased that you have

agreed to join the Company and believe that you will make a valuable

contribution to the Company's future.

If you agree with the terms of this letter agreement, please sign where

indicated below and return one fully executed copy to me. An additional copy is

also enclosed for your records.

POSITION AND RESPONSIBILITIES

At its April 27 meeting, it is anticipated that the Board will elect you to the

position of "Vice President" of the Company (and of its subsidiary, W. R. Grace

& Co. - Conn.), to be effective as of your commencement of employment with the

Company.

Your employment with the Company will commence on May 1, 2005. Your title will

be "Vice President of W. R. Grace & Co. and President of Grace Performance

Chemicals." (As all other Company employees, you will actually be employed by W.

R. Grace & Co. - Conn., a 100% owned subsidiary of the Company, but will be

elected an officer of both W. R. Grace & Co. and W. R. Grace & Co. - Conn.)

You will be an employee of the Company "at will" with no definite term of

employment, and you will be subject to the same requirements as other salaried

employees of the Company, except as provided under this letter agreement.

You will be head of, and responsible for, the operations of the Company's Grace

Performance Chemicals business unit, and you will report directly to me, in my

capacity as Chief Operating Officer, and as Chief Executive Officer, of the

Company. Your office will be located at Grace Performance Chemicals'

headquarters in Cambridge, Massachusetts, or at Corporate headquarters in

Columbia, Maryland, the decision to be made after you have evaluated the site

question and consulted with me.

Richard C. Brown                   4/28/2005                             Page 2

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COMPENSATION

1.     Your initial annual base salary as corporate Vice President and President

       of Grace Performance Chemicals will be $375,000.00. Thereafter, your base

       salary will be subject to periodic reviews on the same basis and at the

       same intervals as are applicable to other officers of the Company.

       Your salary will cease to accrue immediately upon your termination of

       employment with the Company, regardless of the reason for such

       termination. (Note, however, the provisions under "Severance Pay

       Arrangement.")

2.     You will be eligible to participate in the Company's Annual Incentive

       Compensation Program. For the 2005 calendar year, your targeted award

       under the Program will be $285,000, based on the financial performance of

       the Company and Grace Performance Chemicals and your personal achievement

       during that year. The cash payment you actually receive under the Program

       for 2005 (the "2005 AICP Payment") will be paid to you in March 2006 at

       the same time other Program participants receive their payments for 2005,

       provided that the 2005 AICP Payment you actually receive will not be less

       than $285,000; subject to the requirements of the remainder of this

       paragraph. You will receive your 2005 AICP Payment only if you are

       employed by the Company on that March 2006 payment date or if your

       employment is terminated by the Company without "Cause" (as defined

       below) before that date. You will not be entitled to that payment if you

       terminate your employment with the Company, or are terminated by the

       Company for "Cause," prior to that March 2006 payment date.

       Under the Program, awards for a calendar year are generally paid during

       March of the following calendar year and are subject to Board approval.

       In general, the amount of award paid to any participant may range from 0%

       to 200% of the participant's targeted award for the year, depending on

       individual performance and the extent to which the Company (and any

       applicable business unit) achieves (or surpasses) certain financial

       goals. Also, a Program participant is not entitled to payment of an award

       for a calendar year, if the participant is not an active employee of the

       Company on the date the award is actually paid. From time to time, the

       individual incentive targets are reviewed and adjusted as necessary based

       on competitive practice. These and the other provisions of the Program

       will apply to you in the same manner as applicable to other Program

       participants, except as specified in the above paragraph.

3.     You will be eligible for a targeted award under the Company's Long-Term

       Incentive Plan (the "LTIP") for the 2005 - 2007 performance period

       (subject to the Plan's approval in bankruptcy court) in the amount of

       $335,000, prorated for your actual time of active employment during the

       performance period. You will also participate in the 2004 - 2006 LTIP and

       the 2003 - 2005 LTIP with a targeted award under each of $400,000,

       prorated for your actual time of active employment during each LTIP's

       performance period. The terms of your award under all LTIPs, shall be the

       same as the terms governing the awards of the other participants under

       the applicable LTIP, including the requirement of active employment with

       the Company on the date an LTIP payment is made to the LTIP participants,

  &nbs