AGREEMENT

                                                                    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.