NOTE PURCHASE AGREEMENT

SEALED AIR CORPORATION

NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the 6th day of February, 2009 (the “ Effective Date ”) by and among SEALED AIR CORPORATION, a Delaware corporation (the “ Company ”), and DAVIS SELECTED ADVISERS, L.P., GEICO INDEMNITY COMPANY and GENERAL RE LIFE CORPORATION (individually, a “ Purchaser ” and collectively, the “ Purchasers ”).

The parties hereby agree as follows:

1.                                       AMOUNT AND TERMS OF THE LOAN

1.1                                The Loan .  Subject to the terms of this Agreement, each Purchaser agrees to lend to the Company the amount set forth opposite each such Purchaser’s name on the Schedule of Purchasers (each, a “ Loan Amount ”) against the issuance and delivery by the Company of a promissory note or notes for the Loan Amount (each, a “ Note ” and collectively, the “ Notes ”), which Notes will be issued under an indenture (the “ Indenture ”) in substantially the form attached hereto as Exhibit A and which will have the benefit of registration rights under a registration rights agreement (the “ Registration Rights Agreement ”) in substantially the form attached hereto as Exhibit B.

2.                                       THE CLOSING

2.1                                Closing Date.   The closing of the purchase and sale of the Notes (the “ Closing ”) shall be held on the Effective Date, or at such other time as the Company and the Purchasers shall agree (the “ Closing Date ”).

2.2                                Delivery.   At the Closing (i) each Purchaser will deliver to the Company or to its order such Purchaser’s Loan Amount as indicated on the Schedule of Purchasers by wire transfer of immediately available funds for the account of the Company to account number: 5800393034 at Bank of America NA, New York, NY, ABA number: 026009593, Reference:  Senior Note Proceeds; and (ii) the Company shall issue and deliver to each Purchaser Notes through the facilities of The Depository Trust Company in favor of such Purchaser payable in the principal amount of such Purchaser’s Loan Amount.

3.                                       REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

The Company hereby represents and warrants to each Purchaser as follows:

3.1                                Organization and Good Standing .  The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.  The Company has the requisite corporate power and authority to conduct its business as it is presently being conducted and to own and operate its properties and assets.  The Company is duly qualified to transact business and is in good standing in each jurisdiction in which failure to so

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qualify would have a material adverse effect on the Company and its subsidiaries considered as one entity.

3.2                                Corporate Power .  The Company has and will have at the Closing Date all requisite corporate power and authority to execute and deliver this Agreement, the Indenture, the Notes and the Registration Rights Agreement and to carry out and perform its obligations under the terms of this Agreement, the Indenture, the Notes and the Registration Rights Agreement.

3.3                                Authorization.   All corporate action on the part of the Company necessary for the authorization, execution, delivery and performance of this Agreement by the Company and the performance of the Company’s obligations hereunder, including the issuance and delivery of the Notes, has been taken or will be taken prior to the issuance of the Notes.  This Agreement, the Indenture, the Notes and the Registration Rights Agreement, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) with respect to rights to indemnity, federal and state securities laws.

3.4                                Governmental Consents .  All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any governmental authority, required on the part of the Company in connection with the valid execution and delivery of this Agreement, the Indenture and the Registration Rights Agreement, the offer, sale and issuance of the Notes and the consummation of any other transaction contemplated hereby (except such additional steps as may be required by the Securities and Exchange Commission or the Financial Industry Regulatory Authority in connection with transactions contemplated by the Registration Rights Agreement, or such additional steps as may be necessary to qualify the Notes for public offering under state securities or Blue Sky laws) shall have been obtained and will be effective at the Closing.

3.5                                Private Offering by the Company .  Neither the Company nor anyone acting on its behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person other than the Purchasers, each of which has been offered the Notes as a private sale for investment.  Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of the Securities Act of 1933, as amended (the “ 1933 Act ”), or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

3.6                                Offering.   Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue, and sale of the Notes are and will be exempt from the registration requirements of the 1933 Act, and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit, or qualification requirements of all applicable state securities laws.

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3.7                                Non-Contravention . The execution and delivery by the Company, and the performance by the Company of its obligations under, this Agreement, the Indenture, the Notes and the Registration Rights Agreement will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Company or any agreement or other instrument binding upon the Company that is material to the Company and its subsidiaries taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary.

3.8                                Information Requirement . While any of the Notes remain “restricted securities” within the meaning of the 1933 Act, the Company will make available, upon request, to any seller of such Notes the information specifie