2003 Governance Charter: SEE

SEALED AIR CORPORATION
NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE CHARTER
February 4, 2003
Purpose
The Nominating and Corporate Governance Committee of the Board of Directors of Sealed Air
Corporation is appointed by the Board to assist the Board in identifying individuals qualified to
become Board members and to recommend to the Board director nominees for the next annual
meeting of stockholders and to fill vacancies or newly-created directorships at other times; to
recommend to the Board the Corporate Governance Guidelines applicable to the Corporation; to
lead the Board in its annual review of the performance of the Board and its committees; and to
recommend to the Board director nominees for each committee.
Committee Membership
The Nomination and Corporate Governance Committee shall consist of no fewer than three
members. The members of the Nominating and Corporate Governance Committee shall meet the
independence requirements of the New York Stock Exchange.
The members of the Nominating and Corporate Governance Committee shall be appointed by the
Board on the recommendation of the Nominating and Corporate Governance Committee and shall
serve at the pleasure of the Board. The Board shall also appoint the Chairman of the Committee.
Committee Meetings and Procedures
The Nominating and Corporate Governance Committee shall meet at least twice a year. The
Chairman of the Committee or a majority of the members of the Committee may call a special
meeting of the Committee. The Nominating and Corporate Governance Committee may form and
delegate authority to subcommittees of when appropriate, provided, however, that no subcommittee
shall consist of fewer than two members.
The Nominating and Corporate Governance Committee shall make regular reports to the Board.
The Committee may request that any directors, officers or employees of the Corporation, or other
persons whose advice and counsel are sought by the Committee, attend any meeting of the
Committee to provide such pertinent information as the Committee requests.
Committee Authority and Responsibilities
1. The Nominating and Corporate Governance Committee will monitor the composition of the
Board to assure that it contains a reasonable balance of professional interests, business
experience, financial expertise and independent directors. The Nominating and Corporate
Governance Committee will consider the qualifications of Board members and will evaluate
prospective nominees identified by the Committee or by other Board members,
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management, stockholders or other sources. The Committee will recommend to the Board,
as appropriate, membership changes and nominees to maintain the requisite balance.
2. The Nominating and Corporate Governance Committee shall review and make
recommendations to the Board concerning the size, structure and composition of the Board
and its committees, including committee membership, governance practices, responsibilities
and charters, and the expertise of Board and committee members, and shall make
recommendations to the Board concerning the effectiveness of the Board and its
committees.
3. The Nominating and Corporate Governance Committee shall, at least annually, review the
compensation of the Corporation's directors and make recommendations to the Board with
respect thereto.
4. The Nominating and Corporate Governance Committee shall receive comments from all
directors and standing committees and report annually to the Board with an assessment of
the performance of the Board and its committees, along with the Committee's
recommendations, if any, as to actions that could improve Board and Board committee
performance.
5. The Nominating and Corporate Governance Committee shall at least annually review and
assess the adequacy of the Corporate Governance Guidelines of the Company and
recommend any proposed changes to the Board for approval.
6. The Nominating and Corporate Governance Committee will perform such other duties as are
assigned by the Board.
Consultants and Advisors
The Nominating and Corporate Governance Committee shall have the sole authority to retain and
terminate any consulting or search firm to be used to identify director candidates or evaluate issues
related to the compensation of directors and shall have sole authority to approve the fees payable to
such firm and other retention terms. The Nominating and Corporate Governance Committee shall
also have authority to obtain advice and assistance from internal or external legal, accounting or
other advisors. The Corporation shall provide appropriate funding for payment of fees to such firms
and advisors.
Evaluation of the Committee
The Nominating and Corporate Governance Committee shall review and reassess the adequacy of
this Charter annually and recommend any proposed changes to the Board for approval. The
Nominating and Corporate Governance Committee shall annually review its own performance.