Grace and Chevron Convert Joint Venture to Equal Partnership

W. R. Grace & Co. (NYSE: GRA) today announced that it completed the sale of a 5% interest in Advanced Refining Technologies LLC (ART), a joint venture with Chevron Products Company (Chevron), on November 30, 2009. Grace has reduced its 55% interest to 50% to achieve a balanced ownership structure. Grace and Chevron have also amended certain agreements governing Grace's supply of catalyst to the joint venture and the related funding of capital spending in support of the joint venture. ART has grown significantly since it began operations in 2001, and these changes to the agreements reflect the current scale and maturity of the business and position the venture for future opportunities.

ART is a leading global supplier of hydroprocessing catalysts which remove sulfur and other contaminants from petroleum to produce more environmentally-friendly transportation fuels, and allow refiners to process less expensive feedstocks. The use of these catalysts is growing around the world as fuel specifications are becoming more stringent. ART is a leader in hydroprocessing catalyst technology for the residue processing segment, and has recently introduced 420 DX™ catalyst, a next-generation offering for the production of ultra-low sulfur diesel.

“Grace is committed to providing our customers in the petroleum refining industry with innovative, technology-leading catalysts and systems,” said Greg Poling, Vice President, W. R. Grace & Co. and President, Grace Davison. “Our relationship with Chevron, through ART, is integral to that commitment. Given ART’s current size as a business and its growth prospects, this restructuring provides ART with a stronger and more flexible platform to pursue continued investment and growth opportunities.”

As a result of the sale, Grace intends to deconsolidate ART’s results of operations, cash flows and financial position from its consolidated financial statements on a prospective basis effective December 1, 2009. Previously, Grace reported 100% of ART’s sales and 55% of ART’s income, with 45% of ART’s income reported as Chevron’s noncontrolling interest. Subsequent to the sale, Grace intends to record its investment in ART and its portion of ART’s income and dividends using the equity method of accounting. Included in Grace’s previously reported consolidated net sales for the nine months ended September 30, 2009 and years ended December 31, 2008 and 2007 were sales of $234.1 million, $348.7 million, and $335.7 million, respectively, related to ART.

As a result of this transaction, Grace expects to record a gain of approximately $5 million.

Grace is a leading global supplier of catalysts and other products to petroleum refiners; catalysts for the manufacture of plastics; silica-based engineered and specialty materials for a wide range of industrial applications; sealants and coatings for food and beverage packaging, and specialty chemicals, additives and building materials for commercial and residential construction. Founded in 1854, Grace has operations in over 40 countries. For more information, visit Grace's web site at www.grace.com.

This announcement contains forward-looking statements, that is, information related to future, not past, events. Such information generally includes the words “believes,” “plans,” “intends,” “targets,” “will,” “expects,” “anticipates,” “continues”, “outlook” or similar expressions. For these statements, Grace claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Grace is subject to risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements or that could cause other forward-looking information to prove incorrect.Factors that could cause actual results to materially differ from those contained in the forward-looking statements include: Grace's bankruptcy and proposed plan of reorganization, the availability of financing for Grace’s proposed plan of reorganization, Grace's legal proceedings (especially the environmental proceedings), the cost and availability of raw materials and energy, Grace’s unfunded pension liabilities, costs of environmental compliance, risks related to foreign operations, especially security, regulation and currency risks, and those factors set forth in Grace's most recent Annual Report on Form 10-K, quarterly report on Form 10-Q and current reports on Form 8-K, which have been filed with the Securities and Exchange Commission and are readily available on the Internet at www.sec.gov.Reported results should not be considered as an indication of future performance. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. Grace undertakes no obligation to publicly release any revisions to the forward-looking statements contained in this announcement, or to update them to reflect events or circumstances occurring after the date of this announcement.

ART® is a trademark, registered in the United States and/or other countries, of Advanced Refining Technologies LLC. DX™ is a trademark of Advanced Refining Technologies LLC. This trademark list has been compiled using available published information as of the publication date of this document and may not accurately reflect current trademark ownership.