Exhibit 32 - Grace

In re:
W. R. GRACE & CO., et 0/. 1
W. R. GRACE & CO., et 0/. 1
Attached. Attached.
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Debtors.
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Chapter 11
Case No. 01-01139 (JKF)
Jointly Administered
EXHIBIT 32 TO EXHIBIT BOOK
STOCK STOCK TRADING TRADING RESTRICTIONS TERM TERM SHEET
EXlDBIT32
The Debtors consist ofthe ofthe following 62 62 entities: W. R. Grace && Co. (flkJa Grace Specialty Chemicals, Inc.),
W. R. Grace && Co. Conn., A-I Bit & Tool Co., Inc., Alewife Boston Ltd., Alewife Land Corporation, Amicon,
Inc., CB Biomedical, Inc. (f7k/a Circe Biomedical, Inc.), CCHP, Inc., Coalgrace, Inc., Coalgrace II, Inc.,
Creative Food 'N Fun Company, Darex Puerto Rico, Inc., Del Del Taco Restaurants, Restaurants, Inc., Dewey Dewey and Almy, LLC
(f/kla Dewey and and Almy Company), Ecarg, Inc., Five Alewife Boston Ltd., GC Limited Partners I, Inc., (f7k/a (flkJa
Grace Cocoa Limited Partners I, Inc.), GC Management:, Inc. (flkla (flk/a Grace Cocoa Management, Inc.), GEC
Management Corporation, GN Holdings, Inc. GPC Thomasville Corp., Gloucester New Communities
Company, Inc., Grace Grace A-B Inc., Grace A-B II Inc., Grace Chemical Company ofCuba, Grace Culinary
Systems, Inc., Grace Drilling Drilling Company, Grace Energy Corporation, Grace Environmental, Inc., Grace Grace Europe,
Inc., Inc., Grace Grace H-G H-G Inc., Inc., Grace Grace H-G H-G II II Inc., Inc., Grace Grace Hotel Hotel Services Services Corporation, Corporation, Grace Grace International International Holdings, Holdings, Inc. Inc.
(flkJa Dearborn International Holdings, Inc.), Inc.), Grace Offshore Company, Company, Grace PAR Corporation, Grace
Petroleum Libya Libya Incorporated, Grace Tarpon Investors, Inc., Grace Ventures Corp., Grace Grace Washington, Inc., W.
R. Grace Capital Corporation., W. R. Grace Land Corporation, Gracoal, Inc., Gracoal II, Inc., Guanica-Caribe
Land Development Corporation, Hanover Square Corporation, Homco International, Inc., Kootenai
Development Company, L B Realty, Inc., Litigation Management, Inc. (flkJa (f7k/a GHSC Holding, Inc., Grace NH,
Inc., Asbestos Management, Management, Inc.), Inc.), Monolith Enterprises, Enterprises, Incorporated, Incorporated, Monroe Street, Inc., MRA Holdings
Corp. (f7k/a Nestor-BNA Holdings Corporation), MRA Intermedco, Inc. (F/kla Nestor-BNA, Inc.), Inc.), MRA
Staffing Systems, Inc. Inc. (flkJa (f7k/a British Nursing Association, Inc.), Remedium Group, Inc. (flkJa (f7k/a Environmental
Liability Management, Inc., E&C Liquidating Corp., Emerson & Cuming, Inc.), Southern Oil, Resin &
Fiberglass, Inc., Water Street Corporation, Axial Basin Ranch Company, CC Partners (flkJa Cross Country
Staffing), Hayden-Gulch West Coal Company, H-G Coal Company.

Term Sheet Sheet for Proposed Trading Trading Restrictions
Restrictions
on Reorganized WR Grace Grace Common Common Stock Stock
Reorganized Reorganized WR WR Grace's Grace's ("Grace") ("Grace") Restated Restated Certificate Certificate of of Incorporation Incorporation will will
provide: provide:
1. No tax tax restrictions restrictions on trading (either buying or selling) selling) after emergence
emergence
from from bankruptcy bankruptcy other other than than as as provided herein.
2. In the the event that that the the following following event event occurs, occurs, Grace's Board of of Directors
shall shall meet on an expedited expedited basis basis to determine whether whether to impose trading trading restrictions restrictions on
transfers of of Grace Grace equity:
a. At At least 25 25 percentage percentage points of of "owner "owner shift" shift" have have occurred occurred with with
respect respect to to Grace Grace equity equity during during the the immediately immediately preceding preceding three-year three-year period period for for
purposes purposes of of Section Section 382 382 of of the the Internal Internal Revenue Revenue Code Code and and the the Treasury Treasury regulations regulations
thereunder thereunder (collectively, (collectively, "Section "Section 382") 382") since since Grace's Grace's most most recent recent "ownership "ownership change" change"
(the (the "Testing "Testing Period") Period") as as reasonably reasonably determined determined by by Grace Grace (in (in consultation consultation with with outside outside
counsel). counsel).
In determining whether 25 percentage points points of "owner shift" have occurred occurred during during the the
Testing Testing Period, Period, it shall be presumed presumed that that at least 12.5 percentage points points of of "owner shift" shift"
have occurred occurred as as a result of of the the issuance of warrants (the (the "Warrants") "Warrants") to to the WRG WRG
Asbestos Asbestos PI Trust (the "Trust") 'Trust") pursuant to to the the Warrant Warrant Agreement Agreement dated dated as of the. the.
Effective Effective Date. Date. The The actual actual .exercise of of such such warrants shall shall then then be disregarded for for
purposes purposes of of determining determining whether whether 25 25 percentage points of of "owner "owner shift" shift" has has occurred. occurred.
To the extent that that the Trust Trust has has exercised exercised aa portion portion of its Warrants, Warrants, appropriate appropriate
adjustments adjustments shall shall be made in the the presumption presumption that that at at least least 12.5 12.5 percentage percentage points points of of
"owner "owner shift" shift" have have occurred. To To the the extent extent that that the the Trust Trust has has exercised exercised all all of of its its
Warrants, Warrants, the the presumption presumption of of this this paragraph paragraph shall shall be be eliminated.
3. The decision by Grace's Board of of Directors to to impose trading trading restrictions restrictions
will will require require a vote vote by by 2/3 2/3 of such Directors based upon the the advice advice of tax counsel counsel
experienced experienced in matters regarding regarding Section Section 382. 382. Grace shall shall promptly promptly announce announce the the
imposition of of such such restrictions restrictions by means means of a press release release and the the filing filing of of an 8-K. 8-K. The The
decision by by Grace's Grace's Board of Directors to to remove remove trading trading restrictions restrictions shall shall require require only only aa
majority majority vote vote of of such such Directors. Directors.
4. 4. If If Grace's Grace's Board Board of Directors votes votes to to impose impose restrictions, restrictions, the the principal principal
terms terms of of such such restrictions restrictions will will be: be:
a. Any Any acquisition acquisition of stock by by a person person or or entity entity who who is is not not a 5% 5%
shareholder shareholder of of Grace will be null and void void ab initio as as to to the purchaser to the extent
such acquisition causes such such person or or entity entity to to become aa 5% 5% shareholder, shareholder, unless the the
acquisition acquisition of of such stock (i) has been been approved approved by a majority vote vote of of Grace's Grace's Board Board of of

Directors, (ii) will not result in an increase increase in in an "owner shift" for for purposes of of Section 382
in excess of any "owner shift" shift" that would have occurred if the seller seller had sold the same
amount of stock in the market (e.g., because the stock is purchased from another 5%
shareholder whose stock acquisition had caused an owner shift), (iii) is the result of the
exercise by the Trust of the the Warrants (the "Warrant Stock") or or (iv) is the result of any
stock acquisition by by the Trust, Trust, the Asbestos PD Trust, or both. Clause Clause (iii) and and (iv)
constitute a "Trust Permitted Permitted Acquisition", and together with with clauses (i) and (ii) above,
each a "Permitted Acquisition".
b. Any person or entity that is a 5% shareholder of Grace shall not be
permitted to acquire any any additional stock of Grace without the consent consent of aa majority of
Grace's Board of Directors, unless the acquisition is a Permitted Acquisition.
Any shareholder seeking to use the "Permitted Acquisition" exception exception in the case of 4(a) 4(a)
or (b) above (other than in respect respect of a Trust Trust Permitted Acquisition) shall, at the the request request
of Grace, Grace, provide at at its its own own expense either (i) a legal opinion opinion reasonably acceptable acceptable to
Grace to the the effect that that such acquisition will qualify as aa Permitted Acquisition or or (ii) (ii) a
representation reasonably reasonably acceptable acceptable to Grace, establishing that the acquisition acquisition will will
qualify as a Permitted Acquisition.
Acquisition.
c. Any person or entity that holds more than than 5% of Grace's stock, stock,
other than as as a result of a Trust Permitted Acquisition, Acquisition, shall shall not be permitted to sell such such
stock, subject to the following two two exceptions:
(i) There shall be be no restriction restriction on the ability of any person or entity. entity .
to dispose of any Grace Grace stock to the extent that the amount of stock sold by by such
person or entity is equal to or less than the the amount of stock held held by by such shareholder
on the Effective Date of Grace's bankruptcy.
(ii) Any person person or entity holding 9.99% or less of the outstanding
Grace stock stock by value shall be be permitted to sell up up to 5 percentage points of such stock.
Beginning Beginning two business days after such person or entity owns less than 5% of of Grace's
stock by value, such person person or entity shall be permitted to sell the rest of such stock.
d. Grace will announce by by press release and 8-K 8-K if its Board of
Directors Directors shall determine that that trading restrictions are no no longer required. required. However, However, any
such trading restrictions restrictions shall expire automatically if if the total total amount amount of "owner "owner shift" shift"
during the the current Testing Testing Period shall be be less than than 20 percentage points for purposes purposes
of of Code Section 382. 382.
e. Not withstanding anything to the contrary contained herein, no
restrictions shall shall be imposed on the acquisition or sale of Grace Grace stock by the Trust or
the Asbestos PD Trust or the the ability of any person to acquire any any or all of the Warrant
Stock or any other Grace stock from the Trust and/or the Asbestos PD Trust to the