[DONALDSON, LUFKIN, JENRETTE LETTERHEAD] CONSENT OF DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION Board of Directors Sealed Air Corporation Park 80 East Saddle Brook, New Jersey 07663 We hereby consent to the inclusion of our opinion letter, dated August 14, 1997, to the Board of Directors of Sealed Air Corporation ("Sealed Air") as Annex C to the Joint Proxy Statement/Prospectus which forms a part of the Registration Statement on Form S-4 relating to the merger of Sealed Air, W.R. Grace & Co. and Packco Acquisition Corp. and to the references therein to Donaldson, Lufkin & Jenrette Securities Corporation under the captions "Summary-Opinion of Financial Advisor," "The Reorganization and Merger- Background," "The Reorganization and Merger-Information and Factors Considered by the Sealed Air Board," and "Role of Financial Advisors- Opinion of Sealed Air Financial Advisor." In giving such consent, we do not admit that we come within the category of persons whose consent is required under, and we do not admit that we are "experts" for purposes of, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. New York, New York February 13, 1998 DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION By: /s/ Hoyt Davidson --------------------- Name: Hoyt Davidson Title: Managing Director