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[SEALED AIR CORPORATION LOGO]
SEALED AIR CORPORATION
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PARK 80 EAST/SADDLE BROOK, NEW JERSEY 07663-5291
April 26, 1999
Dear Fellow Stockholder:
We have previously distributed our proxy material in connection with the
upcoming Annual Meeting of Stockholders of Sealed Air Corporation to be held on
May 21, 1999. In addition to the proposals to elect members of your Board of
Directors and to ratify the selection of auditors, you are being asked to
repeal three provisions in the Company's Charter that were inherited from W.R.
Grace & Co. when the Sealed Air and Cryovac businesses were merged in March
1998. THESE PROVISIONS LIMIT YOUR ABILITY AS A STOCKHOLDER TO TAKE CERTAIN
ACTIONS OTHERWISE PERMITTED UNDER DELAWARE LAW.
YOUR BOARD RECOMMENDS THAT YOU VOTE FOR THE REPEAL OF THESE PROVISIONS:
a) Provisions requiring a classified board and removal of directors only
for cause (item 3 on your proxy card):
Repeal of these provisions will restore to stockholders the right to elect
the entire board at each annual meeting of stockholders thereby enhancing
the accountability of the Board of Directors to the stockholders. The
election of directors is the primary avenue for stockholders to influence
corporate policies and to hold management accountable for its
implementation of those policies. WE BELIEVE THAT THE BEST INTERESTS OF
STOCKHOLDERS ARE SERVED BY ELECTING ALL DIRECTORS ANNUALLY.
b) A provision prohibiting stockholder action by written consent (item 4
on your proxy card):
Repeal of this provision will enable stockholders to take action by
written consent -- that is, stockholders would have the right to take
action by obtaining the necessary number of signed written consents
without waiting for the next annual meeting of the stockholders. REPEAL OF
THIS PROVISION WOULD GIVE STOCKHOLDERS ADDITIONAL MEANS TO EXERCISE THEIR
RIGHTS THROUGH THE CORPORATE GOVERNANCE PROCESS.
c) A provision requiring 80% stockholder vote to amend the Company's
by-laws (item 5 on your proxy card):
The requirement to obtain the affirmative vote of 80% of the voting power
of the Company's stock in order to amend the Company's by-laws presents a
high hurdle for stockholders. As a practical matter, the Company never
receives the vote of 100% of the voting power on any issue. This means
that more than 80% of stockholders voting on an issue must agree before a
proposal can pass. THE COMPANY RECOMMENDS THAT THE 80% REQUIREMENT BE
REMOVED TO ENABLE AMENDMENTS TO THE COMPANY'S BY-LAWS TO BE MORE READILY
APPROVED BY THE COMPANY'S STOCKHOLDERS.
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THE BOARD OF DIRECTORS BELIEVES THAT THESE PROVISIONS ARE NOT IN YOUR BEST
INTERESTS AND THAT YOU SHOULD VOTE TO REPEAL THESE PROVISIONS.
The repeal of these inherited provisions requires the affirmative vote of
at least 80% of the combined voting power of the Company's stock, so it is
particularly important that you vote in favor of these amendments. The Company
strongly believes in the stockholder's right to influence the Company's future.
At this year's Annual Meeting, the Company again seeks your support to repeal
these inherited provisions.
Regardless of the number of shares of Common Stock or Preferred Stock you
own, it is important that they be represented and voted at the meeting. PLEASE
PROMPTLY SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE RETURN ENVELOPE PROVIDED
OR VOTE BY TELEPHONE OR VIA THE INTERNET BY FOLLOWING THE INSTRUCTIONS FOR
VOTING SET FORTH IN THE COMPANY'S PREVIOUSLY DISTRIBUTED PROXY STATEMENT AND ON
YOUR PROXY CARD. Your prompt cooperation is appreciated. Should you need an
additional copy of the Company's Proxy Statement or 1998 Annual Report, please
contact the Shareholder Relations Line at EquiServe on 201-324-1225.
On behalf of your Board of Directors, we thank you for your continued
support.
Sincerely,
/s/ T. J. DERMOT DUNPHY
T. J. DERMOT DUNPHY
Chairman of the Board and
Chief Executive Officer
PLEASE VOTE YOUR PROXY TODAY
YOUR VOTE IS IMPORTANT
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[SEALED AIR CORPORATION LOGO]
1999 ANNUAL MEETING PROXY-ELECTRONIC VOTING ALTERNATIVES
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It's your choice: fast, convenient - and your vote is immediately confirmed and
posted
[X] VOTE BY TELEPHONE
Using a touch-tone phone call the
toll-free number shown on the voting
instruction form.
JUST FOLLOW THESE 4 EASY STEPS:
1. Read the previously mailed Proxy
Statement and accompanying voting
instruction form. Keep it handy as
a reference while you vote.
2. Call the toll-free number shown on
your voting instruction form.
3. Enter your 12-digit Control Number
located on your voting instruction
form.
4. Follow the recorded instructions.
or
[X] VOTE VIA THE INTERNET
WWW.PROXYVOTE.COM
JUST FOLLOW THESE 4 EASY STEPS:
1. Read the previously mailed Proxy
Statement and accompanying voting
instruction form. Keep it handy as
a reference while you vote.
2. Go to website WWW.PROXYVOTE.COM
3. Enter your 12-digit Control Number
located on your voting instruction
form.
4. Follow the instructions.
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YOUR VOTE IS IMPORTANT! o VOTE 24 HOURS A DAY
It is not necessary to return the printed Voting Instruction Form
if you vote by telephone or via the Internet.
If you have already voted, thank you for voting!
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<PAGE>
[SEALED AIR CORPORATION LOGO]
1999 ANNUAL MEETING PROXY-ELECTRONIC VOTING ALTERNATIVES
- --------------------------------------------------------------------------------
It's your choice: fast, convenient - and your vote is immediately confirmed and
posted
[X] VOTE BY TELEPHONE
Using a touch-tone phone call the
toll-free number shown on the proxy
card.
JUST FOLLOW THESE 4 EASY STEPS:
1. Read the previously mailed Proxy
Statement and accompanying proxy
card. Keep it handy as a reference
while you vote.
2. Call the toll-free number shown on
your proxy card.
3. Enter your Control Number located
on your proxy card.
4. Follow the recorded instructions.
or
[X] VOTE VIA THE INTERNET
WWW.VOTE-BY-NET.COM
JUST FOLLOW THESE 4 EASY STEPS:
1. Read the previously mailed Proxy
Statement and accompanying proxy
card. Keep it handy as a reference
while you vote.
2. Go to website www.vote-by-net.com
3. Enter your Control Number located
on your proxy card.
4. Follow the instructions.
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YOUR VOTE IS IMPORTANT! o VOTE 24 HOURS A DAY
It is not necessary to return the printed proxy card if you vote
by telephone or via the Internet.
If you have already voted, thank you for voting!
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