UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended March 31, 2009

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from ________________ to ________________

Commission file number 000-22117

SILGAN HOLDINGS INC.
(Exact name of Registrant as specified in its charter)

                Delaware                               06-1269834
      (State or other jurisdiction                  (I.R.S. Employer
    of incorporation or organization)              Identification No.)

            4 Landmark Square
          Stamford, Connecticut                           06901
(Address of principal executive offices)               (Zip Code)


                               (203)975-7110
           (Registrant's telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last
report)

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer[X]                        Accelerated filer[ ]

Non-accelerated filer[ ]                          Smaller reporting company[ ]
(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of April 30, 2009, the number of shares outstanding of the Registrant's
common stock, $0.01 par value, was 38,131,697.


SILGAN HOLDINGS INC.

TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------


Part I.  Financial Information                                              3

     Item 1.    Financial Statements                                        3

                Condensed Consolidated Balance Sheets at                    3
                March 31, 2009 and 2008 and December 31, 2008

                Condensed Consolidated Statements of Income for the         4
                three months ended March 31, 2009 and 2008

                Condensed Consolidated Statements of Cash Flows for         5
                the three months ended March 31, 2009 and 2008

                Condensed Consolidated Statements of Stockholders'          6
                Equity for the three months ended March 31, 2009 and 2008

                Notes to Condensed Consolidated Financial Statements        7

     Item 2.    Management's Discussion and Analysis of Financial          18
                Condition and Results of Operations

     Item 3.    Quantitative and Qualitative Disclosures About Market      24
                Risk

     Item 4.    Controls and Procedures                                    24

Part II.  Other Information                                                25

     Item 1.    Legal Proceedings                                          25

     Item 6.    Exhibits                                                   25

Signatures                                                                 27

Exhibit Index                                                              28

-2-

Part I. Financial Information

Item 1. Financial Statements

SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

                                                         March 31,       March 31,       Dec. 31,
                                                           2009            2008            2008
                                                           ----            ----            ----
                                                        (unaudited)     (unaudited)
Assets

Current assets
   Cash and cash equivalents                            $  201,010      $  169,144      $  163,006
   Trade accounts receivable, net                          256,438         282,126         266,880
   Inventories                                             469,193         517,683         392,335
   Prepaid expenses and other current assets                29,051          29,525          31,093
                                                        ----------      ----------      ----------
      Total current assets                                 955,692         998,478         853,314

Property, plant and equipment, net                         879,456         937,293         902,230
Goodwill                                                   294,459         316,363         300,448
Other intangible assets, net                                55,702          62,650          57,112
Other assets, net                                           50,343          60,273          50,475
                                                        ----------      ----------      ----------
                                                        $2,235,652      $2,375,057      $2,163,579
                                                        ==========      ==========      ==========


Liabilities and Stockholders' Equity

Current liabilities
   Revolving loans and current
    portion of long-term debt                           $  309,428      $  330,438      $  158,877
   Trade accounts payable                                  217,244         234,439         298,611
   Accrued payroll and related costs                        70,669          80,618          72,337
   Accrued liabilities                                      56,784          51,050          41,046
                                                        ----------      ----------      ----------
      Total current liabilities                            654,125         696,545         570,871

Long-term debt                                             710,170         895,324         726,036
Other liabilities                                          333,980         266,386         342,094


Stockholders' equity
   Common stock                                                434             431             433
   Paid-in capital                                         165,431         154,231         162,568
   Retained earnings                                       518,090         406,778         497,732
   Accumulated other comprehensive (loss) income           (86,201)         15,536         (75,861)
   Treasury stock                                          (60,377)        (60,174)        (60,294)
                                                        ----------      ----------      ----------
      Total stockholders' equity                           537,377         516,802         524,578
                                                        ----------      ----------      ----------
                                                        $2,235,652      $2,375,057      $2,163,579
                                                        ==========      ==========      ==========

See accompanying notes.

-3-

SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the three months ended March 31, 2009 and 2008


(Dollars and shares in thousands, except per share amounts)

(Unaudited)

                                                         2009                2008
                                                         ----                ----
Net sales                                              $655,396            $679,832
Cost of goods sold                                      559,083             589,766
                                                       --------            --------
   Gross profit                                          96,313              90,066

Selling, general and administrative expenses             41,251              35,554
Rationalization charges                                   1,455               4,677
                                                       --------            --------
   Income from operations                                53,607              49,835

Interest and other debt expense                          10,456              16,313
                                                       --------            --------
   Income before income taxes                            43,151              33,522

Provision for income taxes                               15,475              12,370
                                                       --------            --------
   Net income                                          $ 27,676            $ 21,152
                                                       ========            ========


Earnings per share:
   Basic net income per share                             $0.73               $0.56
                                                          =====               =====
   Diluted net income per share                           $0.72               $0.55
                                                          =====               =====

Dividends per share                                       $0.19               $0.17
                                                          =====               =====

Weighted average number of shares:
   Basic                                                 38,087              37,754
   Effect of dilutive securities                            331                 435
                                                         ------              ------
   Diluted                                               38,418              38,189
                                                         ======              ======

See accompanying notes.

-4-

SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended March 31, 2009 and 2008


(Dollars in thousands)

(Unaudited)

                                                                   2009                2008
                                                                   ----                ----

Cash flows provided by (used in) operating activities
   Net income                                                    $ 27,676            $ 21,152
   Adjustments to reconcile net income to net cash
    used in operating activities:
      Depreciation and amortization                                36,828              35,959
      Rationalization charges                                       1,455               4,677
      Excess tax benefit from stock-based compensation             (1,094)               (568)
      Other changes that provided (used) cash,
       net of effects from acquisitions:
         Trade accounts receivable, net                             4,972             (52,695)
         Inventories                                              (81,882)            (73,334)
         Trade accounts payable                                   (25,789)             41,597
         Accrued liabilities                                       15,257              21,864
         Other, net                                               (13,752)            (13,292)
                                                                 --------            --------
      Net cash used in operating activities                       (36,329)            (14,640)
                                                                 --------            --------

Cash flows provided by (used in) investing activities
   Purchase of businesses, net of cash acquired                      --               (10,525)
   Capital expenditures                                           (23,916)            (23,833)
   Proceeds from asset sales                                          121                 250
                                                                 --------            --------
      Net cash used in investing activities                       (23,795)            (34,108)
                                                                 --------            --------

Cash flows provided by (used in) financing activities
   Borrowings under revolving loans                               183,654             259,338
   Repayments under revolving loans                               (28,318)            (53,700)
   Proceeds from issuance of debt                                    --                 7,984
   Changes in outstanding checks - principally vendors            (51,270)            (85,789)
   Dividends paid on common stock                                  (7,318)             (6,482)
   Proceeds from stock option exercises                               940                 429
   Excess tax benefit from stock-based compensation                 1,094                 568
   Repurchase of treasury shares                                     (654)               (397)
                                                                 --------            --------
      Net cash provided by financing activities                    98,128             121,951
                                                                 --------            --------

Cash and cash equivalents
   Net increase                                                    38,004              73,203
   Balance at beginning of year                                   163,006              95,941
                                                                 --------            --------
   Balance at end of period                                      $201,010            $169,144
                                                                 ========            ========


Interest paid, net                                               $  7,044            $ 12,858
Income taxes paid, net                                              4,311               3,757

                             See accompanying notes.

-5-

                                                     SILGAN HOLDINGS INC.
                                             CONDENSED CONSOLIDATED STATEMENTS OF
                                                     STOCKHOLDERS' EQUITY
                                      For the three months ended March 31, 2009 and 2008
                                               (Dollars and shares in thousands)
                                                          (Unaudited)


                                            Common Stock                         Accumulated
                                            ------------                            Other                    Total
                                            Shares    Par    Paid-in  Retained  Comprehensive  Treasury   Stockholders'
                                         Outstanding Value   Capital  Earnings  (Loss)Income    Stock        Equity
                                         ----------- -----  -------- ---------  -------------  --------   -------------
Balance at December 31, 2007                37,740    $430  $152,629  $392,108    $ 15,064     $(60,148)    $500,083

Comprehensive income:

   Net income                                 --       --       --      21,152        --           --         21,152

   Changes in net prior service
    credit and actuarial losses,
    net of tax provision of $67               --       --       --        --            94         --             94

   Change in fair value of derivatives,
    net of tax benefit of $2,945              --       --       --        --        (4,159)        --         (4,159)

   Foreign currency translation,
    net of tax benefit of $8,746              --       --       --        --         4,537         --          4,537
                                                                                                            --------
Comprehensive income                                                                                          21,624
                                                                                                            --------

Dividends declared on common stock            --       --       --      (6,482)       --           --         (6,482)

Stock compensation expense                    --       --        862      --          --           --            862

Stock option exercises, including
 tax benefit of $609                            40       1     1,037      --          --           --          1,038

Net issuance of treasury stock for
 vested restricted stock units,
 including tax benefit of $74                   20     --       (297)     --          --            (26)        (323)
                                            ------    ----  --------  --------    --------     --------     --------
Balance at March 31, 2008                   37,800    $431  $154,231  $406,778    $ 15,536     $(60,174)    $516,802
                                            ======    ====  ========  ========    ========     ========     ========

Balance at December 31, 2008                38,026    $433  $162,568  $497,732    $(75,861)    $(60,294)    $524,578

Comprehensive income:

   Net income                                 --       --       --      27,676        --           --         27,676

   Changes in net prior service credit
    and actuarial losses, net of
    tax provision of $947                     --       --       --        --         1,437         --          1,437

   Change in fair value of derivatives,
    net of tax benefit of $2,232              --       --       --        --        (3,008)        --         (3,008)

   Foreign currency translation,
    net of tax provision of $7,371            --       --       --        --        (8,769)        --         (8,769)
                                                                                                            --------
Comprehensive income                                                                                          17,336
                                                                                                            --------

Dividends declared on common stock            --       --       --      (7,318)       --           --         (7,318)

Stock compensation expense                    --       --      1,152      --          --           --          1,152

Stock option exercises, including
 tax benefit of $1,264                          76       1     2,203      --          --           --          2,204

Net issuance of treasury stock for
 vested restricted stock units,
 including tax benefit of $79                   30     --       (492)     --          --            (83)        (575)
                                            ------    ----  --------  --------    --------     --------     --------
Balance at March 31, 2009                   38,132    $434  $165,431  $518,090    $(86,201)    $(60,377)    $537,377
                                            ======    ====  ========  ========    ========     ========     ========

                                                   See accompanying notes.

-6-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2009 and 2008 and for the three months then ended is unaudited)

Note 1. Significant Accounting Policies

Basis of Presentation. The accompanying unaudited condensed consolidated financial statements of Silgan Holdings Inc., or Silgan, have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. The results of operations for any interim period are not necessarily indicative of the results of operations for the full year.

The Condensed Consolidated Balance Sheet at December 31, 2008 has been derived from our audited consolidated financial statements at that date, but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.

You should read the accompanying condensed consolidated financial statements in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2008.

Recently Adopted Accounting Pronouncements. In September 2006, the Financial Accounting Standards Board, or FASB, issued Statement of Financial Accounting Standards, or SFAS, No. 157, "Fair Value Measurements." SFAS No. 157 establishes a single authoritative definition for fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. As of January 1, 2009, we completed the adoption of SFAS No. 157. The adoption of SFAS No. 157 did not have a significant effect on our financial position, results of operations or cash flows. See Note 6 for further information.

In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations." SFAS No. 141(R) retains the fundamental requirements in SFAS No. 141 that the purchase method of accounting be used for all business combinations and an acquirer be identified for each business combination. SFAS No. 141(R) establishes principles and requirements for the reporting entity in a business combination, including recognition and measurement in the financial statements of the identifiable assets acquired, the liabilities assumed and any non-controlling interest at their fair values at the acquisition date. SFAS No. 141(R) also requires that acquisition-related costs be recognized separately from the acquisition. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after January 1, 2009. In addition, SFAS No. 141(R) requires that any changes in an acquired deferred tax account or related valuation allowance that occur after January 1, 2009 will be recognized as adjustments to income tax expense. The initial adoption of SFAS No. 141(R) did not have an effect on our financial position, results of operations or cash flows. However, our unrecognized tax benefit positions will impact our effective tax rate if recognition of such positions is required in future periods.

-7-

SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2009 and 2008 and for the three months then ended is unaudited)

Note 1. Significant Accounting Policies (continued)

Recently Adopted Accounting Pronouncements. (continued)

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities." SFAS No. 161 requires companies with derivative instruments to disclose information that should enable readers of financial statements to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," and how derivative instruments and related hedged items affect a company's financial position, financial performance and cash flows. SFAS No. 161 was effective for us on January 1, 2009. The adoption of SFAS No. 161 did not have an effect on our financial position, results of operations or cash flows. See Note 7 for additional disclosures required under SFAS No. 161.

Recently Issued Accounting Pronouncements. In December 2008, the FASB issued FASB Staff Position, or FSP, No. FAS 132(R)-1, "Employers' Disclosures about Postretirement Benefit Plan Assets," which requires enhanced disclosures about plan assets in an employer's defined benefit pension or other postretirement plans. These disclosures are intended to provide users of financial statements with a greater understanding of how investment allocation decisions are made, the major categories of plan assets, the inputs and valuation techniques used to measure the fair value of plan assets and significant concentrations of risk within plan assets. FSP No. FAS 132(R)-1 will apply to our plan asset disclosures beginning with our fiscal year ending December 31, 2009. We are currently evaluating the disclosure implications of this pronouncement, however the adoption of it will not have an effect on our financial position, results of operations or cash flows.

In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, "Interim Disclosures about Fair Value of Financial Instruments," which requires disclosures about the fair value of financial instruments for interim reporting periods. This requirement is effective beginning with our quarter ending June 30, 2009. We are currently evaluating the disclosure implications of this pronouncement, however the adoption of it will not have an effect on our financial position, results of operations or cash flows.

-8-

SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2009 and 2008 and for the three months then ended is unaudited)

Note 2. Rationalization Charges

As part of our plans to rationalize certain facilities, we have established reserves for employee severance and benefits and plant exit costs. Activity in our rationalization reserves since December 31, 2008 is summarized as follows:

                                                            Employee        Plant         Non-Cash
                                                            Severance        Exit          Asset
                                                          and Benefits      Costs        Write-Down       Total
                                                          ------------      -----        ----------       -----
                                                                            (Dollars in thousands)
Balance at December 31, 2008
----------------------------
2001 Fairfield Rationalization Plan                          $  --         $  168          $ --          $  168
2006 Rationalization Plans                                    3,661           --             --           3,661
2008 Rationalization Plans                                      949           875            --           1,824
                                                             ------        ------          -----         ------
Balance at December 31, 2008                                  4,610        $1,043            --           5,653

Activity for the Three Months Ended March 31, 2009
--------------------------------------------------
2001 Fairfield Rationalization Plan Reserves Utilized           --            (31)           --             (31)
2006 Rationalization Plan Reserves Utilized                     (34)          --             --             (34)
2008 Rationalization Plan Reserves Established                  --             68              2             70
2008 Rationalization Plan Reserves Utilized                    (587)         (321)            (2)          (910)
2009 Rationalization Plan Reserves Established                1,385           --             --           1,385
                                                             ------        ------          -----         ------
Total Activity                                                  764          (284)           --             480

Balance at March 31, 2009
-------------------------
2001 Fairfield Rationalization Plan                             --            137            --             137
2006 Rationalization Plans                                    3,627           --             --           3,627
2008 Rationalization Plans                                      362           622            --             984
2009 Rationalization Plan                                     1,385           --             --           1,385
                                                             ------        ------          -----         ------
Balance at March 31, 2009                                    $5,374        $  759          $ --          $6,133
                                                             ======        ======          =====         ======

2009 Rationalization Plan
-------------------------

In March  2009,  we  approved a plan to reduce  costs at our  Hannover,  Germany
closures  manufacturing  facility,  which plan  included the  termination  of 14
employees.  Total  estimated  charges  related to this plan of $1.4  million for
employee  severance and benefit costs were recognized in March 2009. These costs
are expected to be paid during the remainder of 2009.

-9-

SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2009 and 2008 and for the three months then ended is unaudited)

Note 2. Rationalization Charges (continued)

2008 Rationalization Plans

In 2008, as part of our ongoing effort to streamline operations and reduce costs, we approved plans to close our metal food container manufacturing facility in Tarrant, Alabama, our plastic container manufacturing facility in Richmond, Virginia and our closures manufacturing facility in Turkey and to consolidate various administrative positions within our European closures operations. Through December 31, 2008, we recognized an aggregate $10.7 million of rationalization costs under these plans and terminated 200 employees. As of December 31, 2008, these plans were substantially completed. During the three months ended March 31, 2009, we recognized $0.1 million of rationalization costs and made cash payments of $0.9 million related to these plans. We have ceased operations at these three facilities and expect to sell the owned facilities for proceeds at or in excess of their respective net book values. We expect to recognize additional charges under these plans of $0.3 million during 2009. Remaining aggregate cash payments of $1.3 million are expected during the remainder of 2009.

2006 Rationalization Plans

In 2006, we announced plans to exit our St. Paul, Minnesota and Stockton, California metal food container manufacturing facilities. These plans have been fully implemented and substantially all costs have been recognized. We have ceased operations at these facilities. We expect to sell both buildings for estimated proceeds at or in excess of their net book value. Remaining cash payments of $3.6 million are expected in 2009 and thereafter.

Rationalization reserves are included in the Condensed Consolidated Balance Sheets as follows:

                           March 31,      March 31,    Dec. 31,
                             2009           2008         2008
                             ----           ----         ----
                                  (Dollars in thousands)

Accrued liabilities         $3,151         $3,683       $2,671
Other liabilities            2,982          3,344        2,982
                            ------         ------       ------
                            $6,133         $7,027       $5,653
                            ======         ======       ======

-10-

SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2009 and 2008 and for the three months then ended is unaudited)

Note 3. Accumulated Other Comprehensive (Loss) Income

Accumulated other comprehensive (loss) income is reported in the Condensed Consolidated Statements of Stockholders' Equity. Amounts included in accumulated other comprehensive (loss) income consisted of the following:

                                                      March 31,     March 31,      Dec. 31,
                                                        2009          2008           2008
                                                        ----          ----           ----
                                                             (Dollars in thousands)
Foreign currency translation                          $  3,427      $ 37,153       $ 12,196
Change in fair value of derivatives                    (10,168)       (2,320)        (7,160)
Unrecognized net periodic pension and
 other postretirement benefit costs:
   Net prior service credit                              6,793         4,470          6,845
   Net actuarial loss                                  (86,253)      (23,767)       (87,742)
                                                      --------      --------       --------
Accumulated other comprehensive
 (loss) income                                        $(86,201)     $ 15,536       $(75,861)
                                                      ========      ========       ========

Note 4. Inventories

Inventories consisted of the following:

                                                      March 31,     March 31,      Dec. 31,
                                                        2009          2008           2008
                                                        ----          ----           ----
                                                             (Dollars in thousands)
Raw materials                                         $ 91,188      $ 86,079       $110,480
Work-in-process                                         76,196        88,111         72,078
Finished goods                                         328,808       362,229        237,080
Spare parts and other                                   29,936        31,823         30,841
                                                      --------      --------       --------
                                                       526,128       568,242        450,479
Adjustment to value domestic inventory
 at cost on the LIFO method                            (56,935)      (50,559)       (58,144)
                                                      --------      --------       --------
                                                      $469,193      $517,683       $392,335
                                                      ========      ========       ========

-11-

SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2009 and 2008 and for the three months then ended is unaudited)

Note 5. Long-Term Debt

Long-term debt consisted of the following:

                                                       March 31,       March 31,      Dec. 31,
                                                         2009            2008           2008
                                                         ----            ----           ----
                                                                (Dollars in thousands)
Bank debt
   Bank revolving loans                               $  156,000      $  204,717      $   --
   Bank A term loans                                     284,118         345,000       284,118
   Bank B term loans                                      41,049          41,477        41,049
   Canadian term loans                                    70,814          88,344        72,122
   Euro term loans                                       239,310         315,580       256,860
   Other foreign bank revolving and term loans            28,307          27,644        30,764
                                                      ----------      ----------      --------
    Total bank debt                                      819,598       1,022,762       684,913
                                                      ----------      ----------      --------

Subordinated debt
   6 3/4% Senior Subordinated Notes                      200,000         200,000       200,000
   Other                                                    --             3,000          --
                                                      ----------      ----------      --------
    Total subordinated debt                              200,000         203,000       200,000
                                                      ----------      ----------      --------

Total debt                                             1,019,598       1,225,762       884,913
   Less current portion                                  309,428         330,438       158,877
                                                      ----------      ----------      --------
                                                      $  710,170      $  895,324      $726,036
                                                      ==========      ==========      ========


At March 31, 2009,  amounts  expected to be repaid within one year  consisted of
$156.0 million of bank  revolving  loans related  primarily to seasonal  working
capital  needs and $125.1  million of bank term loans  under our senior  secured
credit  facility,  or the Credit  Agreement,  and $28.3  million of foreign bank
revolving and term loans.

-12-

SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2009 and 2008 and for the three months then ended is unaudited)

Note 6. Fair Value Measurements

SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). SFAS No. 157 classifies the inputs used to measure fair value into a hierarchy consisting of three levels. Level 1 inputs represent unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs represent unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3 inputs represent unobservable inputs for the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The financial assets and liabilities that are measured on a recurring basis at March 31, 2009 consist of our interest rate and natural gas swap agreements. We measured the fair value of these swap agreements using the income approach. The fair value of these agreements reflects the estimated amounts that we would pay (receive) based on the present value of the expected cash flows derived from market interest rates and prices. As such, these derivative instruments are classified within Level 2.

The fair values of our outstanding swap agreements in effect at March 31, 2009 and 2008 and December 31, 2008 were a liability of $17.5 million, $4.0 million and $12.3 million, respectively.

Note 7. Derivative Instruments and Hedging Activities

Effective January 1, 2009, we adopted SFAS No. 161 which expands the quarterly and annual disclosure requirements about our derivative instruments and hedging activities. We account for derivative financial instruments under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended and interpreted, which requires all derivatives to be recorded in the Condensed Consolidated Balance Sheets at their fair values. Changes in fair values of derivatives are recorded in each period in earnings or comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction.

We utilize certain derivative financial instruments to manage a portion of our interest rate and natural gas cost exposures. We limit our use of derivative financial instruments to interest rate and natural gas swap agreements. We do not engage in trading or other speculative uses of these financial instruments. For a financial instrument to qualify as a hedge, we must be exposed to interest rate or price risk, and the financial instrument must reduce the exposure and be designated as a hedge. Financial instruments qualifying for hedge accounting must maintain a high correlation between the hedging instrument and the item being hedged, both at inception and throughout the hedged period.

We utilize certain internal hedging strategies to minimize our foreign currency exchange rate risk. Net investment hedges that qualify for hedge accounting result in the recognition of foreign currency gains or losses, net of tax, in accumulated other comprehensive (loss) income. We generally do not utilize external derivative financial instruments to manage our foreign currency exchange rate risk.

-13-

SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2009 and 2008 and for the three months then ended is unaudited)

Note 7. Derivative Instruments and Hedging Activities (continued)

Our interest rate and natural gas swap agreements are accounted for as cash flow hedges. During the quarter ended March 31, 2009, our hedges were fully effective. The fair value of the outstanding swap agreements in effect at March 31, 2009 was recorded in our Condensed Consolidated Balance Sheet as a liability of $17.5 million.

The amount reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive (loss) income for the three months ended March 31, 2009 was a loss of $0.9 million, net of income taxes. We estimate that we will reclassify losses of $5.7 million, net of income taxes, of the change in fair value of derivatives component of accumulated other comprehensive (loss) income to earnings during the next twelve months. The actual amount that will be reclassified to earnings will vary from this amount as a result of changes in market conditions.

Interest Rate Swap Agreements

We have entered into U.S. dollar, Euro and Canadian dollar interest rate swap agreements to manage a portion of our exposure to interest rate fluctuations. At March 31, 2009, the aggregate notional principal amount of outstanding interest rate swap agreements was $275 million (non-U.S. dollar agreements have been translated into U.S. dollars at exchange rates in effect at the balance sheet date). The difference between amounts to be paid or received on interest rate swap agreements is recorded in interest and other debt expense in our Condensed Consolidated Statements of Income. For the three months ended March 31, 2009, net payments under these interest rate swap agreements were $1.1 million. These agreements are with a financial institution which is expected to fully perform under the terms thereof.

Natural Gas Swap Agreements

We have entered into natural gas swap agreements with a major financial institution to manage a portion of our exposure to fluctuations in natural gas prices. At March 31, 2009, the aggregate notional principal amount of our natural gas swap agreements was 813,000 MMBtu of natural gas with fixed prices ranging from $5.880 to $8.115 per MMBtu, which hedges approximately 31 percent of our estimated twelve month exposure to fluctuations in natural gas prices. For the three months ended March 31, 2009, net payments under our natural gas swap agreements were $0.5 million. These agreements are with a financial institution which is expected to fully perform under the terms thereof.

Foreign Currency Exchange Rate Risk

In an effort to minimize foreign currency exchange rate risk, we have financed our 2006 acquisitions of the White Cap closures operations and Cousins-Currie Limited with term loans borrowed under our Credit Agreement denominated in Euros and Canadian dollars, respectively. In addition, where available, we have borrowed funds in local currency or implemented certain internal hedging strategies to minimize our foreign currency exchange rate risk related to foreign operations. Foreign currency gains recognized as net investment hedges included in accumulated other comprehensive (loss) income for the three months ended March 31, 2009 were $17.6 million, net of a deferred tax provision of $7.4 million.

-14-

SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2009 and 2008 and for the three months then ended is unaudited)

Note 8. Retirement Benefits

The components of the net periodic benefit cost for the three months ended March 31 are as follows:

                                                                                         Other
                                                                                         -----
                                                        Pension Benefits        Postretirement Benefits
                                                        ----------------        -----------------------
                                                        2009        2008            2009         2008
                                                        ----        ----            ----         ----
                                                                  (Dollars in thousands)
Service cost                                          $ 3,410     $ 3,413          $ 208        $ 225
Interest cost                                           6,980       6,756            766          845
Expected return on plan assets                         (6,334)     (7,603)           --           --
Amortization of prior service cost (credit)               556         560           (638)        (549)
Amortization of actuarial losses                        2,383          80             83           70
                                                      -------     -------          -----        -----
Net periodic benefit cost                             $ 6,995     $ 3,206          $ 419        $ 591
                                                      =======     =======          =====        =====

As previously disclosed in our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2008, there are no material minimum required contributions to our pension plans in 2009. However, this is subject to change based on a number of factors, including further governmental interpretations of certain provisions of The Pension Protection Act of 2006. Based on our current funded status, in February 2009 we made voluntary contributions of $23.1 million to our pension benefit plans. To the extent they are tax deductible, we may make additional voluntary contributions to our pension benefit plans during the remainder of 2009.

Note 9. Income Taxes

Silgan and its subsidiaries file U.S. Federal income tax returns, as well as income tax returns in various states and foreign jurisdictions. The Internal Revenue Service, or IRS, has commenced an examination of Silgan's income tax return for the periods ended December 31, 2004 and December 31, 2005. It is reasonably possible that this IRS audit and IRS audits for prior periods will be concluded within the next twelve months, and that the conclusion of these audits may result in a significant change to our reported unrecognized tax benefits. Due to the ongoing nature of these audits, we are unable to estimate the amount of this potential impact.

Note 10. Dividends

On March 25, 2009, we paid a quarterly cash dividend on our common stock of $0.19 per share, as approved by our Board of Directors. The cash payment related to this dividend totaled $7.3 million.

On April 24, 2009, our Board of Directors declared a quarterly cash dividend on our common stock of $0.19 per share, payable on June 15, 2009 to holders of record of our common stock on June 1, 2009. The cash payment related to this dividend is expected to be approximately $7.3 million.

-15-

SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2009 and 2008 and for the three months then ended is unaudited)

Note 11. Treasury Stock

In the first quarter of 2009, we issued 43,100 treasury shares which had an average cost of $13.25 per share for restricted stock units that vested during the period. In accordance with the Silgan Holdings Inc. 2004 Stock Incentive Plan, we repurchased 13,476 shares of our common stock at an average cost of $48.49 to satisfy employee withholding tax requirements resulting from certain restricted stock units becoming vested. We account for the treasury shares using the first-in, first-out (FIFO) cost method. As of March 31, 2009, 5,233,371 shares were held in treasury.

Note 12. Stock-Based Compensation

We currently have one stock-based compensation plan in effect, under which we have issued options and restricted stock units to our officers, other key employees and outside directors. During the first three months of 2009, we granted 121,700 restricted stock units to certain of our officers and key employees. The fair value of these restricted stock units at the date of grant was $5.9 million, which is being amortized ratably over the five-year vesting period from the date of grant.

Note 13. Business Segment Information

Reportable business segment information for the three months ended March 31 is as follows:

                                       Metal Food                   Plastic
                                       Containers     Closures     Containers    Corporate      Total
                                       ----------     --------     ----------    ---------      -----
                                                             (Dollars in thousands)
2009
----
Net sales                               $371,616      $142,335      $141,445      $  --       $655,396
Depreciation and amortization (1)         17,868         6,904        11,301          421       36,494
Rationalization charges                     --           1,425            30         --          1,455
Segment income from operations            26,610        14,339        16,103       (3,445)      53,607

2008
----
Net sales                               $351,231      $156,444      $172,157      $  --       $679,832
Depreciation and amortization (1)         16,161         7,630        11,406          421       35,618
Rationalization charges                    1,267         2,649           761         --          4,677
Segment income from operations            25,086        14,523        12,580       (2,354)      49,835

_____________

     (1)  Depreciation and amortization  excludes  amortization of debt issuance
          costs of $0.3  million  for each of the three  months  ended March 31,
          2009 and 2008.

-16-

SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2009 and 2008 and for the three months then ended is unaudited)

Note 13. Business Segment Information (continued)

Total segment income from operations is reconciled to income before income taxes for the three months ended March 31 as follows:

                                                 2009            2008
                                                 ----            ----
                                                (Dollars in thousands)

Total segment income from operations           $53,607         $49,835
Interest and other debt expense                 10,456          16,313
                                               -------         -------
  Income before income taxes                   $43,151         $33,522
                                               =======         =======

Sales and income from operations of our metal food container business are dependent, in part, upon the vegetable and fruit harvests in the midwest and western regions of the United States. Our closures business is also dependent, in part, upon vegetable and fruit harvests. The size and quality of these harvests varies from year to year, depending in large part upon the weather conditions in applicable regions. Because of the seasonality of the harvests, we have historically experienced higher unit sales volume in the third quarter of our fiscal year and generated a disproportionate amount of our annual income from operations during that quarter.

-17-

Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements included in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Quarterly Report on Form 10-Q which are not historical facts are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and Securities Exchange Act of 1934. Such forward-looking statements are made based upon management's expectations and beliefs concerning future events impacting us and therefore involve a number of uncertainties and risks, including, but not limited to, those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and our other filings with the Securities and Exchange Commission. As a result, the actual results of our operations or our financial condition could differ materially from those expressed or implied in these forward-looking statements.

General

We are a leading manufacturer of metal and plastic consumer goods packaging products. We produce steel and aluminum containers for human and pet food; metal, composite and plastic vacuum closures for food and beverage products; and custom designed plastic containers, tubes and closures for personal care, health care, pharmaceutical, household and industrial chemical, food, pet care, agricultural chemical, automotive and marine chemical products. We are the largest manufacturer of metal food containers in North America, a leading worldwide manufacturer of metal, composite and plastic vacuum closures for food and beverage products and a leading manufacturer of plastic containers in North America for a variety of markets, including the personal care, health care, household and industrial chemical and food markets.

Our objective is to increase shareholder value by efficiently deploying capital and management resources to grow our business, reduce operating costs and build sustainable competitive positions, or franchises, and to complete acquisitions that generate attractive cash returns. We have grown our net sales and income from operations over the years, largely through acquisitions but also through internal growth, and we continue to evaluate acquisition opportunities in the consumer goods packaging market. If acquisition opportunities are not identified over a longer period of time, we may use our cash flow to repay debt, repurchase shares of our common stock or increase dividends to our stockholders or for other permitted purposes.

-18-

RESULTS OF OPERATIONS

The following table sets forth certain unaudited income statement data expressed as a percentage of net sales for the three months ended March 31:

                                                       2009           2008
                                                       ----           ----
Net sales
 Metal food containers                                 56.7%          51.7%
 Closures                                              21.7           23.0
 Plastic containers                                    21.6           25.3
                                                      -----          -----
   Consolidated                                       100.0          100.0
Cost of goods sold                                     85.3           86.8
                                                      -----          -----
Gross profit                                           14.7           13.2
Selling, general and administrative expenses            6.3            5.2
Rationalization charges                                 0.2            0.7
                                                      -----          -----
Income from operations                                  8.2            7.3
Interest and other debt expense                         1.6            2.4
                                                      -----          -----
Income before income taxes                              6.6            4.9
Provision for income taxes                              2.4            1.8
                                                      -----          -----
Net income                                              4.2%           3.1%
                                                      =====          =====

Summary unaudited results of operations for the three months ended March 31 are provided below.

                                                       2009           2008
                                                       ----           ----
                                                      (Dollars in millions)

Net sales
 Metal food containers                                $371.6         $351.2
 Closures                                              142.3          156.4
 Plastic containers                                    141.5          172.2
                                                      ------         ------
   Consolidated                                       $655.4         $679.8
                                                      ======         ======

Income from operations
 Metal food containers (1)                            $ 26.6         $ 25.1
 Closures (2)                                           14.3           14.5
 Plastic containers (3)                                 16.1           12.6
 Corporate                                              (3.4)          (2.4)
                                                      ------         ------
   Consolidated                                       $ 53.6         $ 49.8
                                                      ======         ======


_____________

(1) Includes rationalization charges of $1.3 million recorded in 2008.
(2) Includes rationalization charges of $1.4 million and $2.6 million recorded in 2009 and 2008, respectively.
(3) Includes rationalization charges of $0.8 million recorded in 2008.

-19-

Three Months Ended March 31, 2009 Compared with Three Months Ended March 31, 2008

Overview. Consolidated net sales were $655.4 million in the first quarter of 2009, representing a 3.6 percent decrease as compared to the first quarter of 2008 primarily as a result of lower average selling prices in the plastic container business largely attributable to the pass through of resin price declines, the impact of unfavorable foreign currency translation and lower volumes across all of our businesses, partially offset by higher average selling prices in the metal food container and closure businesses due to the pass through of higher raw material and other manufacturing costs. Income from operations for the first quarter of 2009 of $53.6 million increased by $3.8 million, or 7.6 percent, as compared to the same period in 2008 due to lower rationalization charges, benefits from the lagged pass through of declines in resin costs in the plastic container business, effective cost control and manufacturing efficiencies, partially offset by the impact from lower unit volumes across all businesses, increased pension expense and higher depreciation expense. Results for 2009 included rationalization charges of $1.4 million. Results for 2008 included rationalization charges of $4.7 million. Net income for the first quarter of 2009 was $27.7 million, or $0.72 per diluted share, as compared to $21.2 million, or $0.55 per diluted share, for the same period in 2008.

Net Sales. The $24.4 million decrease in consolidated net sales in the first quarter of 2009 as compared to the first quarter of 2008 was the result of lower net sales in the closures and plastic container businesses, partially offset by higher net sales in the metal food container business.

Net sales for the metal food container business increased $20.4 million, or 5.8 percent, in the first quarter of 2009 as compared to the same period in 2008. This increase was primarily attributable to higher average selling prices as a result of the pass through of higher raw material and other manufacturing costs, partially offset by lower unit volumes principally due to an apparent customer buy ahead in the fourth quarter of 2008.

Net sales for the closures business decreased $14.1 million, or 9.0 percent, in the first quarter of 2009 as compared to the same period in 2008. This decrease was primarily the result of unfavorable foreign currency translation of approximately $8.9 million and moderately lower unit volumes largely attributable to the decline in the single-serve beverage markets and the customer buy ahead of metal closures in the fourth quarter of 2008. This decrease was partially offset by slightly higher average selling prices as the pass through of higher steel costs exceeded the pass through of lower resin costs.

Net sales for the plastic container business in the first quarter of 2009 decreased $30.7 million, or 17.8 percent, as compared to the same period in 2008. This decrease was primarily due to a moderate decline in unit volumes attributable to the ongoing overall demand weakness, lower average selling prices as a result of the pass through of lower raw material costs and the impact of unfavorable foreign currency translation of approximately $6.8 million.

Gross Profit. Gross profit margin increased 1.5 percentage points to 14.7 percent in the first quarter of 2009 as compared to the same period in 2008 for the reasons discussed below in "Income from Operations."

Selling, General and Administrative Expenses. Selling, general and administrative expenses as a percentage of consolidated net sales increased 1.1 percentage points to 6.3 percent for the first quarter of 2009 as compared to 5.2 percent for the same period in 2008, due primarily to the recognition in 2008 of management fee income of $2.2 million from the management of the Brazilian White Cap closures operation until it was acquired in April 2008 and higher pension expense in 2009.

-20-

Income from Operations. Income from operations for the first quarter of 2009 increased by $3.8 million as compared to the first quarter of 2008, and operating margin increased to 8.2 percent from 7.3 percent over the same periods.

Income from operations of the metal food container business for the first quarter of 2009 increased $1.5 million, or 6.0 percent, as compared to the same period in 2008, and operating margin increased slightly to 7.2 percent from 7.1 percent over the same periods. These increases were primarily the result of improved manufacturing efficiencies including benefits from the replenishment of inventory which was reduced late in the fourth quarter of 2008 and lower rationalization charges, partially offset by the impact of lower unit volumes, higher pension expense and increased depreciation expense. The first quarter of 2008 included total rationalization charges of $1.3 million related to ongoing costs to exit the St. Paul, Minnesota manufacturing facility as well as initial costs incurred for the shutdown of the Tarrant, Alabama manufacturing facility.

Income from operations of the closures business for the first quarter of 2009 decreased $0.2 million, or 1.4 percent, as compared to the same period in 2008, while operating margin increased to 10.0 percent from 9.3 percent over the same periods. The decrease in income from operations was primarily attributable to lower unit volumes and the year-over-year impact of the management fee income from the Brazilian White Cap closures operation of $2.2 million recognized in the first quarter of 2008, mostly offset by the benefits of ongoing cost reduction initiatives, improved manufacturing efficiencies and lower rationalization charges. Rationalization charges of $1.4 million were recognized in the first quarter of 2009 for a reduction in workforce at the operating facility in Germany. The first quarter of 2008 included rationalization charges of $2.6 million related to the streamlining of certain operations and consolidation of various administrative positions in Europe.

Income from operations of the plastic container business for the first quarter of 2009 increased $3.5 million, or 27.8 percent, as compared to the same period in 2008, and operating margin increased to 11.4 percent from 7.3 percent over the same periods. These increases were attributable to the positive effects from the lagged pass through of declining resin costs, ongoing focus on cost reductions, improved manufacturing efficiencies and lower rationalization charges, slightly offset by the impact from lower unit volumes and higher pension expense. The first quarter of 2008 included rationalization charges of $0.8 million related to the shutdown of the Richmond, Virginia manufacturing facility.

Interest and Other Debt Expense. Interest and other debt expense for the first quarter of 2009 decreased $5.9 million to $10.4 million as compared to the same period in 2008. This decrease was primarily due to lower market interest rates and lower average debt balances outstanding in the first quarter of 2009 as compared to the same period in 2008.

CAPITAL RESOURCES AND LIQUIDITY

Our principal sources of liquidity have been net cash from operating activities and borrowings under our debt instruments, including our Credit Agreement. Our liquidity requirements arise primarily from our obligations under the indebtedness incurred in connection with our acquisitions and the refinancing of that indebtedness, capital investment in new and existing equipment and the funding of our seasonal working capital needs.

For the three months ended March 31, 2009, we used net borrowings of revolving loans of $155.3 million and net proceeds from stock-based compensation issuances of $1.4 million to fund cash used in operations of $36.3 million primarily for our seasonal working capital needs, net capital expenditures of $23.8 million, decreases in outstanding checks of $51.3 million and dividends paid on our common stock of $7.3 million and to increase cash and cash equivalents by $38.0 million.

-21-

For the three months ended March 31, 2008, we used net borrowings of revolving loans of $205.6 million, debt borrowings of $8.0 million and net proceeds from stock-based compensation issuances of $0.6 million to fund cash used in operations of $14.6 million primarily for our seasonal working capital needs, net capital expenditures of $23.6 million, our acquisition of the metal vacuum closure assets of $10.5 million, decreases in outstanding checks of $85.8 million and dividends paid on our common stock of $6.5 million and to increase cash and cash equivalents by $73.2 million.

At the end of 2007 and through the first quarter of 2009, in light of the ongoing general credit crisis, we maintained a significant amount of cash and cash equivalents. Our cash and cash equivalents balance at March 31, 2009 was $201.0 million. We will continue to evaluate our level of cash and cash equivalents based on our assessment of the condition of the credit markets.

Because we sell metal containers used in fruit and vegetable pack processing, we have seasonal sales. As is common in the industry, we must utilize working capital to build inventory and then carry accounts receivable for some customers beyond the end of the packing season. Due to our seasonal requirements, we incur short-term indebtedness to finance our working capital requirements.

At March 31, 2009, we had $156.0 million of revolving loans outstanding under the Credit Agreement. After taking into account outstanding letters of credit, the available portion of our revolving loan facility under the Credit Agreement at March 31, 2009 was $264.2 million. We may use the available portion of our revolving loan facility, after taking into account our seasonal needs and outstanding letters of credit, for acquisitions or other permitted purposes. We may also borrow revolving loans to increase our cash and cash equivalents to ensure access to liquidity. During 2009, we estimate that we will utilize approximately $275 - $325 million of revolving loans under the Credit Agreement for our peak seasonal working capital requirements, which amount could be lower to the extent we utilize cash and cash equivalents on hand.

On April 24, 2009, our Board of Directors declared a quarterly cash dividend on our common stock of $0.19 per share, payable on June 15, 2009 to holders of record of our common stock on June 1, 2009. The cash payment related to this dividend is expected to be approximately $7.3 million.

We believe that cash generated from operations and funds from borrowings available under the Credit Agreement will be sufficient to meet our expected operating needs, planned capital expenditures, debt service, tax obligations, pension benefit plan contributions, share repurchases required under our 2004 Stock Incentive Plan and common stock dividends for the foreseeable future. With cash and cash equivalents on hand and cash generated from operations, we believe that we will be able to repay all outstanding term loans under the Credit Agreement as they become due and payable. However, there can be no assurance that we will be able to generate enough cash from operations to repay all such outstanding term loans, in which case we will need to refinance any remaining outstanding term loans. Additionally, we also believe that we will be able to replace our revolving loan facilities under the Credit Agreement before they expire with other loan facilities for our seasonal working capital needs. There can be no assurance that we will be able to effect any such refinancing, and, if we are able to, we may not be able to do so on the same terms (including interest rates) as under the Credit Agreement. Our ability to effect any such transactions and the terms thereof (including interest rates) will depend on a variety of factors, including the condition of the credit markets, which have experienced substantial disruptions to liquidity and credit availability in recent months; our future performance, which will be subject to prevailing economic conditions and to financial, business and other factors (including the state of the economy and other factors beyond our control) affecting our business and operations; the timing of such transactions; and the amount of debt to be refinanced.

-22-

We continue to evaluate acquisition opportunities in the consumer goods packaging market and may incur additional indebtedness, including indebtedness under the Credit Agreement, to finance any such acquisition.

We are in compliance with all financial and operating covenants contained in our financing agreements and believe that we will continue to be in compliance during 2009 with all of these covenants.

Rationalization Charges

In March 2009, we approved a plan to reduce costs at our Hannover, Germany closures manufacturing facility, which plan included the termination of 14 employees. Total estimated charges related to this plan of $1.4 million for employee severance and benefit costs were recognized in March 2009.

In 2008, as part of our ongoing effort to streamline operations and reduce costs, we approved plans to close our metal food container manufacturing facility in Tarrant, Alabama, our plastic container manufacturing facility in Richmond, Virginia and our closures manufacturing facility in Turkey and to consolidate various administrative positions within our European closures operations. Through December 31, 2008, we recognized an aggregate of $10.7 million of rationalization costs under these plans and terminated 200 employees. As of December 31, 2008, these plans were substantially completed. During the three months ended March 31, 2009, we recognized $0.1 million of rationalization costs and made cash payments of $0.9 million related to these plans. We have ceased operations at these three facilities and expect to sell the owned facilities for proceeds at or in excess of their respective net book values. We expect to recognize additional charges under these plans of $0.3 million during 2009.

Under our rationalization plans, we made cash payments of $1.0 million and $2.0 million for the three months ended March 31, 2009 and 2008, respectively. Total future cash spending of $6.4 million is expected for our outstanding rationalization plans.

You should also read Note 2 to our Condensed Consolidated Financial Statements for the three months ended March 31, 2009 included elsewhere in this Quarterly Report.

We continually evaluate cost reduction opportunities in our business, including rationalizations of our existing facilities through plant closings and downsizings. We use a disciplined approach to identify opportunities that generate attractive cash returns.

RECENT ACCOUNTING PRONOUNCEMENT

In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations." SFAS No. 141(R) retains the fundamental requirements in SFAS No. 141 that the purchase method of accounting be used for all business combinations and an acquirer be identified for each business combination. SFAS No. 141(R) establishes principles and requirements for the reporting entity in a business combination, including recognition and measurement in the financial statements of the identifiable assets acquired, the liabilities assumed and any non-controlling interest at their fair values at the acquisition date. SFAS No. 141(R) also requires that acquisition-related costs be recognized separately from the acquisition. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after January 1, 2009. In addition, SFAS No. 141(R) requires that any changes in an acquired deferred tax account or related valuation allowance that occur after January 1, 2009 will be recognized as adjustments to income tax expense. The initial adoption of SFAS No. 141(R) did not have an effect on our financial position, results of operations or cash flows. However, our unrecognized tax benefit positions will impact our effective tax rate if recognition of such positions is required in future periods.

-23-

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risks relating to our operations result primarily from changes in interest rates and, with respect to our international closures operations and our Canadian plastic container operations, from foreign currency exchange rates. In the normal course of business, we also have risk related to commodity price changes for items such as natural gas. We employ established policies and procedures to manage our exposure to these risks. Interest rate, foreign currency and commodity pricing transactions are used only to the extent considered necessary to meet our objectives. We do not utilize derivative financial instruments for trading or other speculative purposes.

Information regarding our interest rate risk, foreign currency exchange rate risk and commodity pricing risk has been disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008. Since such filing there has not been a material change to our interest rate risk, foreign currency exchange rate risk or commodity pricing risk or to our policies and procedures to manage our exposure to these risks.

You should also read Note 7 to our Condensed Consolidated Financial Statements for the three months ended March 31, 2009 included elsewhere in this Quarterly Report.

Item 4. CONTROLS AND PROCEDURES

We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934). Based upon that evaluation, as of the end of the period covered by this Quarterly Report our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective in ensuring that all material information required to be disclosed in this Quarterly Report has been made known to them in a timely fashion.

There were no changes in our internal controls over financial reporting during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, these internal controls.

-24-

Part II. Other Information

Item 1. Legal Proceedings

On or about February 27, 2009, Stanislaus Food Products Company, or Stanislaus, filed a complaint against USS-Posco Industries, or UPI, in the Superior Court of the State of California in and for the County of Stanislaus, seeking damages allegedly arising from, among other things, UPI's purported price fixing of tin plate at supra-competitive levels and alleged attempt to monopolize the Northern California market for tin plate in violation of California statutes and common law. Remedies sought in such complaint include treble damages, punitive damages, attorney's fees and other equitable relief. The complaint, filed under seal, was removed by UPI to the United States District Court for the Eastern District of California (Fresno) on or about March 27, 2009 (Case No. 1:09-CV-00560-LJO-SMS). Neither Silgan nor any of our subsidiaries has been served with a summons or a copy of the complaint to date, and we just recently learned of this complaint. The complaint refers to Silgan Containers Corporation, and its successor-in-interest Silgan Containers LLC, a subsidiary of ours, as purported participants in an alleged conspiracy to unlawfully fix the prices of tin steel sold by UPI to us and then used by us to make cans that are sold to Stanislaus. We cannot be certain at this point whether or when we will be served in connection with this complaint. However, we believe any alleged claims against us are completely without merit, and, if we are served, we plan to vigorously defend this action. Since the above action is in its early stages and given the inherent uncertainties involved in litigation, we are unable at this time to predict the likely final outcome of the litigation or the amount of loss, if any, we could incur if we are served and if the outcome should be unfavorable.

Item 6.  Exhibits

Exhibit Number                        Description
--------------                        -----------

     10.1           Employment  Agreement  dated October 1, 2007 between  Silgan
                    Holdings Inc. and Adam J. Greenlee.

     10.2           Officer  Agreement  dated  October  1, 2007  between  Silgan
                    Holdings Inc. and Adam J. Greenlee.

     10.3           Fourth Amendment to Credit Agreement,  dated as of April 30,
                    2009,  among Silgan  Holdings Inc.,  Silgan  Containers LLC,
                    Silgan   Plastics  LLC,  Silgan   Containers   Manufacturing
                    Corporation,  Silgan  Can  Company,  Silgan  White  Cap LLC,
                    Silgan  Plastics  Canada  Inc.,  827599  Ontario  Inc.,  the
                    lenders party to the Credit  Agreement from time to time and
                    Deutsche Bank AG New York Branch, as Administrative Agent.

     10.4           Silgan   Containers   Corporation   Supplemental   Executive
                    Retirement Plan, as amended.

     10.5           Silgan Plastics Corporation Supplemental Savings and Pension
                    Plan  -   Supplemental   Pension   Plan,   as  restated  and
                    subsequently  amended, and Contributory  Retirement Plan, as
                    restated.

     12             Ratio of  Earnings  to Fixed  Charges  for the three  months
                    ended March 31, 2009 and 2008.

     31.1           Certification  by the Chief  Executive  Officer  pursuant to
                    Section 302 of the Sarbanes-Oxley Act.

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Exhibit Number                        Description
--------------                        -----------

     31.2           Certification  by the Chief  Financial  Officer  pursuant to
                    Section 302 of the Sarbanes-Oxley Act.

     32.1           Certification  by the Chief  Executive  Officer  pursuant to
                    Section 906 of the Sarbanes-Oxley Act.

     32.2           Certification  by the Chief  Financial  Officer  pursuant to
                    Section 906 of the Sarbanes-Oxley Act.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.

SILGAN HOLDINGS INC.

Dated:  May 4, 2009                                 /s/ Robert B. Lewis
                                                    ----------------------------
                                                    Robert B. Lewis
                                                    Executive Vice President and
                                                    Chief Financial Officer

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EXHIBIT INDEX

EXHIBIT NO.                          EXHIBIT
-----------                          -------
   10.1             Employment  Agreement  dated October 1, 2007 between  Silgan
                    Holdings Inc. and Adam J. Greenlee.

   10.2             Officer  Agreement  dated  October  1, 2007  between  Silgan
                    Holdings Inc. and Adam J. Greenlee.

   10.3             Fourth Amendment to Credit Agreement,  dated as of April 30,
                    2009,  among Silgan  Holdings Inc.,  Silgan  Containers LLC,
                    Silgan   Plastics  LLC,  Silgan   Containers   Manufacturing
                    Corporation,  Silgan  Can  Company,  Silgan  White  Cap LLC,
                    Silgan  Plastics  Canada  Inc.,  827599  Ontario  Inc.,  the
                    lenders party to the Credit  Agreement from time to time and
                    Deutsche Bank AG New York Branch, as Administrative Agent.

   10.4             Silgan   Containers   Corporation   Supplemental   Executive
                    Retirement Plan, as amended.

   10.5             Silgan Plastics Corporation Supplemental Savings and Pension
                    Plan  -   Supplemental   Pension   Plan,   as  restated  and
                    subsequently  amended, and Contributory  Retirement Plan, as
                    restated.

   12               Ratio of  Earnings  to Fixed  Charges  for the three  months
                    ended March 31, 2009 and 2008.

   31.1             Certification  by the Chief  Executive  Officer  pursuant to
                    Section 302 of the Sarbanes-Oxley Act.

   31.2             Certification  by the Chief  Financial  Officer  pursuant to
                    Section 302 of the Sarbanes-Oxley Act.

   32.1             Certification  by the Chief  Executive  Officer  pursuant to
                    Section 906 of the Sarbanes-Oxley Act.

   32.2             Certification  by the Chief  Financial  Officer  pursuant to
                    Section 906 of the Sarbanes-Oxley Act.

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Exhibit 10.1
SILGAN HOLDINGS INC.

Anthony J. Allott 4 Landmark Square President and Chief Executive Officer Suite 400 Stamford, CT 06901

October 1, 2007

Mr. Adam J. Greenlee
3N446 Laura Ingalls Wilder Road
St. Charles, IL 60175

Dear Adam:

This letter sets forth the terms of your employment with Silgan Holdings Inc. ("Silgan") and replaces in its entirety any other employment agreement you may have with Silgan or any of its subsidiaries.

You will be employed on a full-time at will basis by Silgan, serving as its Executive Vice President, Operations and reporting to the Chief Executive Officer of Silgan. Additionally, you will serve as an officer of subsidiaries of Silgan as directed.

While you are employed by Silgan, as compensation for your services, Silgan will pay you a salary at an annual rate of $400,000. Your salary shall be payable to you in accordance with the prevailing payroll practices (including the withholding of taxes) of Silgan. Your annual salary shall be subject to increase at the discretion of the Compensation Committee of the Board of Directors of Silgan.

While you are employed by Silgan, you shall also be eligible to receive an annual bonus for each year (pro rated for 2007), payable in the following year in accordance with Silgan's practices (including the withholding of taxes), in an amount up to a maximum of thirty percent (30%) of your salary paid for that year. Your bonus for any year shall be payable to you on the same basis that an annual bonus is payable to the Chief Executive Officer of Silgan for such year under the Silgan Holdings Inc. Senior Executive Performance Plan. For 2007, a bonus in an amount equal to the applicable maximum amount is payable to the Chief Executive Officer of Silgan under and based on such plan if Silgan achieves EBITDA (as defined in such plan) of at least the amount of EBITDA of Silgan for 2006. It is acknowledged that you remain eligible to receive an annual bonus for 2007 (pro rated to the date hereof) under the applicable bonus plan of Silgan White Cap Americas LLC that you had participated in prior to the date hereof, all in accordance with and pursuant to such bonus plan.

During your employment with Silgan, you will be entitled to (i) receive health and welfare benefits that are made available generally to employees of Silgan, with the full cost for such benefits to be borne by you, and (ii) to participate in the 401(K) savings plan that other employees of Silgan participate in, subject to the rules and policies thereof, except that you will not be entitled to any matching contributions in respect of


Mr. Adam J. Greenlee October 1, 2007

your contributions to such 401(K) savings plan. You will also be entitled to paid vacation in accordance with the policies of Silgan. Additionally, with respect to your relocation to join Silgan you shall be entitled to receive relocation benefits in accordance with the relocation policy of Silgan Containers Corporation applicable for its officers, as well as a settling in allowance of up to $150,000.

Other than as set forth above, you shall not be entitled to participate in any other benefit plans of, or receive any other benefits from, Silgan or any of its subsidiaries, including, without limitation, under any pension plan, except that you shall be entitled to also participate in and receive benefits under any stock option, restricted stock or other stock based compensation plan in which other officers of Silgan participates. You agree to execute such waivers and other documents that Silgan shall require to acknowledge that you are not entitled to participate in any such other benefits plans of, or receive any such other benefits from, Silgan or any of its subsidiaries, including, without limitation, under any pension plan. For your information, the Compensation Committee of the Board of Directors of Silgan has approved the grant to you in 2008 of 10,000 restricted stock units under the Silgan Holdings Inc. 2004 Stock Incentive Plan, subject to the attainment by Silgan of certain performance criteria, which restricted stock units will vest ratably over a five year period beginning one year from the date of grant and will carry with them the right to dividend equivalents (all as provided in the Silgan Holdings Inc. 2004 Stock Incentive Plan and the applicable restricted stock unit agreement therefor).

In the event that your employment with Silgan is terminated without cause by Silgan, you will be entitled to receive a lump sum severance payment in an amount equal to the sum of (i) your annual salary at such time plus (ii) your annual bonus, calculated at thirty percent (30%) of your annual salary at such time, as further provided in the Officer Agreement between Silgan and you dated the date hereof.

Please acknowledge your agreement with the foregoing by signing a copy of this letter below.

Very truly yours,

SILGAN HOLDINGS INC.

By: /s/ Anthony J. Allott
    -------------------------------------
    Anthony J. Allott
    President and Chief Executive Officer

Acknowledged and agreed:

/s/ Adam J. Greenlee
-------------------------
Adam J. Greenlee


Exhibit 10.2

OFFICER AGREEMENT

THIS AGREEMENT ("Agreement") is made and entered into this 1st day of October, 2007 ("Effective Date"), by and between Silgan Holdings Inc. ("Company") and Adam J. Greenlee ("Officer"). For purposes of this Agreement, the term "Company" shall include the subsidiaries of Silgan Holdings Inc. listed on Exhibit A hereto as well as all future subsidiaries of Silgan Holdings Inc.

RECITALS

A. Company is engaged in the business of developing, creating, manufacturing and selling, among other things, (i) metal containers for human and pet food, (ii) plastic packaging solutions for customers' products and (iii) metal, plastic and composite closures for food and beverage products (collectively, the "Business"). Company's headquarters and principal place of business are located in, and this Agreement is being signed in, Stamford, Connecticut.

B. Officer is a senior officer of Company who is involved in, and has significant responsibilities and confidential information regarding, Company's Business.

C. Company desires that Officer sign this Agreement.

D. Officer desires to sign this Agreement and be eligible for severance as provided herein.

NOW, THEREFORE, in consideration of the above and of the mutual covenants and agreements hereinafter set forth, Officer and Company agree as follows:

1. Confidential Information.

(a) Officer agrees to keep secret and confidential, and not to use or disclose to any third-parties, except as directly required for Officer to perform Officer's employment responsibilities for Company, any of Company's confidential, proprietary and/or trade secret information concerning Company's Business learned, developed or otherwise acquired by Officer during the course of, or in connection with, Officer's employment with Company ("Confidential Information"). Confidential Information includes, among other things, Company's confidential information regarding its customers and prospective customers (including but not limited to their needs, preferences, requirements, and likes and dislikes), costs, pricing, profitability, sales and marketing strategies, pricing policies, commission structures, contract terms and conditions, operational methods, strategic plans, nonpublic personnel-related information, nonpublic training materials, internal financial information, research and development plans and activities, and the like. Officer acknowledges that Company exercises reasonable efforts to maintain the secrecy and confidentiality of Confidential Information, and Officer agrees to treat Confidential Information as

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secret and confidential so long as such information is not generally known to the public.

(b) Officer acknowledges that any and all notes, records, sketches, computer diskettes, nonpublic training materials, recordings and other documents obtained by or provided to Officer, or otherwise made, produced or compiled during the course of Officer's employment with Company, which contain any Confidential Information of Company, regardless of the type of medium in which it is preserved, are the sole and exclusive property of Company and shall be given to Company (with no copies retained) upon Officer's termination of employment or on demand at any time by Company.

2. Restrictions during Employment. Officer agrees that throughout Officer's employment with Company, Officer shall (a) faithfully render such services as may be delegated to Officer by Company; (b) devote Officer's entire business time, good faith, best efforts, ability, skill and attention to Company's Business; (c) not, directly or indirectly, compete, plan or prepare to compete, or assist anyone else in competing or in planning or preparing to compete, against Company; and (d) follow and act in accordance with all of Company's rules, policies and procedures with respect to the operation of Company.

3. Post-Termination Restrictions.

(a) Officer recognizes that (1) Company has spent substantial money, time and effort over the years in developing and solidifying its relationships with its customers and in developing its Confidential Information; (2) long-term customer relationships often can be difficult to develop and require a significant investment of time, effort and expense; and (3) Company pays its high-level personnel such as Officer to, among other things, develop and preserve Confidential Information, customer goodwill, and customer loyalty for and on behalf of Company. Accordingly, Officer agrees that for a period of (x) one
(1) year immediately following Officer's last day of employment with Company if such employment is terminated by Company with cause or by the Officer or (y) one (1) year immediately following Officer's last day of employment with Company if such employment is terminated by Company without cause, Officer shall not, directly or indirectly, on Officer's behalf or on behalf of any other person, firm, corporation, partnership or other entity, compete against Company by:

(i) providing, or supervising, managing or consulting in the provision of, any services or products that are competitive with Company's Business;

(ii) becoming employed by, or providing services under contract or otherwise for, any company providing services or products in competition with Company's Business;

(iii) providing, or supervising, managing or consulting in the provision of, any work or activity that involves a product, process, apparatus, service or

-2-

development utilized by the Company in its Business to any customer of Company with whom Officer or anyone under Officer's direct supervision dealt at any time during Officer's last two
(2) years of employment with Company or about whom Officer acquired any Confidential Information while Officer was employed by Company;

(iv) soliciting, enticing, inducing, hiring, employing or seeking to employ any salesperson, engineer, technician, manager or executive-level employee of Company, who was employed by Company during Officer's last six (6) months of employment with the Company, to provide any services in competition with Company's Business.

(b) The post-termination restrictions in Sections 3(a)(i) and (ii) shall apply only in the United States, Canada, and such other countries where Company is engaged in the Business, or is actively planning to engage in the Business, as of the last day of Officer's employment with Company. Officer acknowledges and agrees that the post-termination restrictions in Sections 3(a)(i) through (iv) are reasonable and necessary to protect Company's legitimate protectible interests because, among other reasons, (i) of the narrow range of the activities prohibited; (ii) of the Confidential Information to which Officer has and will have access, which Officer agrees can have a useful competitive life of more than two years; (iii) of Officer's high-level position in Company, which provides Officer with access to Company's most sensitive Confidential Information and access to and influence regarding Company's most valuable and sensitive customer relationships; (iv) there are many other areas and businesses in which, and companies for which, Officer could work in view of Officer's background, and the restraints contained herein therefore should not impose any undue hardship on Officer. Officer further acknowledges and agrees that the restrictions in Subpart 3(a)(iv) are reasonable because (1) Officer, as a high-level employee, is in a position to identify, through Confidential Information, Company employees most integral and/or critical to the success of Company's Business; (2) such restrictions protect against the possible loss or misuse of Confidential Information by other Company employees; (3) such restrictions protect the customer relationships and/or goodwill associated with other Company employees; and (4) loss of one or more other Company employees, in addition to Officer, would increase the risk of loss or misuse of Confidential Information and/or customer relationships.

4. Intellectual Property.

(a) Officer agrees that any and all Confidential Information, ideas, inventions, discoveries, patents, patent applications, technology, improvements, know-how, copyrights, tangible works of expression, derivative works, trademarks, service marks, trade secrets, and the like ("Intellectual Property"), which are developed, conceived, created, discovered, learned, produced and/or otherwise generated by Officer, whether individually or otherwise, during the time that Officer is employed by Company, whether before or after execution of this Agreement, whether or not

-3-

during working hours, that relate to: (a) current and anticipated businesses and/or activities of Company; (b) Company's current and anticipated research or development; or (c) any work performed by Officer for Company are and shall be the sole and exclusive property of Company, and Company shall own any and all worldwide right, title and interest in, to and under such Intellectual Property. Officer hereby agrees to assign, and assigns, to Company any and all worldwide right, title and interest in, to and under such Intellectual Property. Officer hereby agrees, whenever requested to do so by Company, at Company's expense, to execute any and all applications, assignments or other instruments which Company deems desirable or necessary to protect such interests. In the event that Company requests Officer to perform any of the foregoing services following termination of Officer's employment with Company, Company agrees to compensate Officer for such services at a rate per hour equal to the base salary that Officer received from Company at the time of Officer's termination. In addition, Company shall reimburse Officer for all related reasonable out-of-pocket expenses incurred in rendering such services. Officer further agrees to make a complete written disclosure to Company of any Intellectual Property, when and as it arises, is conceived or is reduced to practice, specifically pointing out the features or concepts that Officer believes to be new or different.

(b) Officer agrees that any Intellectual Property that is conceived, developed, or reduced to practice by Officer within one (1) year immediately following the termination of Officer's employment with Company that relates to the actual or foreseeable Business of Company will be presumed to have been made during the term of Officer's employment and will be the sole property of Company, unless Officer presents sufficient evidence to Company satisfactory to rebut the presumption.

5. Non-Waiver of Rights. Company's failure to enforce at any time any of the provisions of this Agreement or to require at any time performance by Officer of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement, or any part hereof, or the right of Company thereafter to enforce each and every provision in accordance with the terms of this Agreement.

6. Invalidity of Provisions. If any provision of this Agreement is adjudicated to be invalid or unenforceable under applicable law in any jurisdiction, the validity or enforceability of the remaining provisions thereof shall be unaffected as to such jurisdiction and such adjudication shall not affect the validity or enforceability of such provisions in any other jurisdiction. To the extent that any provision of this Agreement is adjudicated to be invalid or unenforceable because it is overbroad, that provision shall not be void but rather shall be limited only to the extent required by applicable law and enforced as so limited.

7. Assignments. This Agreement shall be freely assignable by Company to and shall inure to the benefit of, and be binding upon, any other entity which shall succeed to the Business. Being a contract for personal services, neither this Agreement nor any rights hereunder shall be assigned by Officer.

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8. Company's Right to Recover Costs and Fees. If Officer breaches or threatens to breach the Agreement, Officer shall be liable for any attorneys' fees and costs incurred by Company in enforcing its rights hereunder.

9. Termination.

(a) Officer's employment with Company is terminable by Company, or by Officer, without cause, at any time upon notice to the other party. Company also may terminate Officer's employment with Company immediately for cause at any time. If Officer's employment under this Agreement is terminated, for any reason, with or without cause, Company shall have no liability whatsoever to Officer other than to pay Officer the compensation due through Officer's last day of employment (subject to Subsection (b) below), and such termination shall not diminish or affect in any way Officer's post-employment duties and obligations under this Agreement.

(b) Officer acknowledges that Officer is, and at all times will be, an employee-at-will of Company and nothing herein shall be construed to alter or affect such employee-at-will status. Without limiting the generality of the foregoing, as additional consideration for Officer's execution of this Agreement, in the event that Company terminates Officer's employment without cause, Company hereby agrees to provide Officer with (i) a payment of an amount equal to the sum of (1) one
(1) year of Officer's normal base salary at Officer's then annual salary rate plus (2) one year annual bonus calculated at thirty percent (30%) of such base salary, less applicable withholdings (the "Salary Payment"), with payment of the Salary Payment to be made in one lump sum on the effective date of termination, and (ii) a payment of an amount equal to the bonus Officer would have received under Company's applicable bonus plan for Officer for the year during which Officer's employment terminated had Officer's employment not so terminated, but pro rated based on the number of days Officer was employed by Company during such year, less applicable withholdings, (the "Bonus Payment" and together with the Salary Payment, the "Severance Payment"), with payment of the Bonus Payment to be made during the first quarter of the year following the year during which Officer's employment terminated. Officer understands, acknowledges and agrees that no Severance Payment shall be due in the event that Company terminates Officer's employment for cause or Officer terminates his employment.

(c) For purposes of this Agreement, "cause" shall mean and include Officer's (i) act of fraud, embezzlement, theft, bribery or any other act of comparable dishonesty, disloyalty or breach of trust against the Company or any other material violation of law that occurs during or in the course of Officer's employment with Company; (ii) damage to Company's assets; (iii) improper use or disclosure of Company's confidential information; (iv) breach of Officer's obligations under this Agreement; (v) engagement in, or the planning of or preparation for, any competitive activity which would constitute a breach of Officer's duty of loyalty or of Officer's obligations under this Agreement; (vi) breach of any of Company's policies; (vii) willful and continued failure to perform Officer's duties for Company (other than as

-5-

a result of incapacity due to physical or mental illness); or (viii) willful conduct that is injurious to Company, monetarily or otherwise.

10. Amendments. No modification or amendment of any of the provisions of this Agreement shall be effective unless in writing specifically referring hereto, and signed by the parties hereto. This Agreement supersedes all prior agreements and understandings between Officer and Company to the extent that any such agreements or understandings conflict with the terms of this Agreement.

11. Choice of Forum and Governing Law. The parties acknowledge and recognize the substantial contacts that they have and will continue to have with Connecticut. Such contacts may include the following: Company has its headquarters in Connecticut; Officer will perform certain employment duties in Connecticut; Officer will deal with, report directly or indirectly to and/or receive strategic and/or management guidance or direction from executive-level personnel based in Connecticut; Officer will attend meetings in Connecticut at which Confidential Information may be disclosed; Officer will receive or be sent Confidential Information originating from Company in Connecticut; this Agreement was formed in, accepted, and executed in Connecticut; and the parties' expectations under this Agreement are based on Connecticut law. In light of the parties' substantial contacts with the State of Connecticut, and their significant interest in ensuring that disputes as to the validity and enforceability of this Agreement are resolved on a uniform basis, the parties agree that: (a) any litigation involving any noncompliance with or breach of the Agreement, or regarding the interpretation, validity and/or enforceability of the Agreement, shall be filed and conducted exclusively in Stamford, Connecticut; and (b) the Agreement shall be interpreted in accordance with and governed by the laws of the State of Connecticut, without regard for any conflict of law principles.

12. Company's Right to Injunctive Relief. In the event of a breach or threatened breach of any of Officer's duties and obligations under the terms and provisions of Sections 1, 2, 3, 4 or 11 hereof, Company shall be entitled, in addition to any other legal or equitable remedies it may have in connection therewith (including any right to damages that it may suffer), to temporary, preliminary and permanent injunctive relief restraining such breach or threatened breach. Officer hereby expressly acknowledges that the harm which might result to the Business as a result of any noncompliance by Officer with any of the provisions of Sections 1, 2, 3, 4 or 11 would be largely irreparable. Officer specifically agrees that if there is a question as to the enforceability of any of the provisions of Sections 1, 2, 3, 4 or 11 hereof, Officer will not engage in any conduct inconsistent with or contrary to such Sections until after the question has been resolved by a final judgment of a court of competent jurisdiction. Any time during which Officer violates any restrictions on Officer under this Agreement shall not count toward satisfying the time during which such restrictions shall apply.

13. Future Employment. Officer shall disclose the existence of this Agreement to any new employer that offers products or services that compete with the Business. Officer shall not, during or after employment with Company, make any comments or other communications disparaging the goodwill or reputation of Company, its employees or Business. Officer consents to Company informing any subsequent employer of Officer, or any entity which

-6-

Company in good faith believes is, or is likely to be, considering employing Officer, of the existence and terms of this Agreement.

14. Transfers. This Agreement shall continue and be in full force and effect without re-execution in the event Officer is employed by Company in another position or location.

PLEASE NOTE: BY SIGNING THIS AGREEMENT, OFFICER IS HEREBY CERTIFYING THAT OFFICER (A) HAS RECEIVED A COPY OF THIS AGREEMENT FOR REVIEW AND STUDY BEFORE EXECUTING IT; (B) HAS READ THIS AGREEMENT CAREFULLY BEFORE SIGNING IT; (C) HAS HAD SUFFICIENT OPPORTUNITY BEFORE SIGNING THE AGREEMENT TO ASK ANY QUESTIONS OFFICER HAS ABOUT THE AGREEMENT AND HAS RECEIVED SATISFACTORY ANSWERS TO ALL SUCH QUESTIONS; AND (D) UNDERSTANDS OFFICER'S RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date first above written.

/s/ Adam J. Greenlee
--------------------------------------------

Officer: Adam J. Greenlee

Address: 3N446 Laura Ingalls Wilder Road St. Charles, IL 60175

SILGAN HOLDINGS INC.

By: /s/ Anthony J. Allott
    ----------------------------------------


Name: Anthony J. Allott
      --------------------------------------


Title: President and Chief Executive Officer
       -------------------------------------

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EXHIBIT A

Subsidiaries of Silgan Holdings Inc.

Silgan Containers Corporation

Silgan Containers Manufacturing Corporation

Silgan LLC

Silgan Corporation

Silgan Can Company

Silgan Containers Lodi Manufacturing Corporation

Silgan Plastics Corporation

RXI Plastics, Inc.

Silgan Tubes Corporation

Silgan Tubes Holding Company

827599 Ontario Inc.

Silgan Plastics Canada Inc.

828745 Ontario Inc.

Thatcher Mexico, S.A. de R.L. de C.V.

Thatcher Investments, S.A. de R.L. de C.V.

Silgan Closures International Holding Company

Silgan Closures Holding Company

Silgan Closures Corporation

Silgan White Cap Americas LLC

Silgan Equipment Company

Silgan Closures Mexico, S.A. de C.V.

Silgan International Partnership C.V.

Silgan International Holdings B.V.

Silgan Europe Holdings B.V.

SWC Holdings Deutschland GmbH

-8-

Silgan White Cap Deutschland GmbH

Silgan White Cap Nordiska AB

SWC Holdings Italy S.r.l.

Silgan White Cap Italia S.r.l.

SWC Holdings Poland Sp. z o.o.

Silgan White Cap Polska Sp. z o.o.

Silgan White Cap GmbH

Silgan White Cap France S.A.S.

Silgan White Cap Holdings Spain S.L.

Silgan White Cap Espana S.L.

Silgan White Cap UK Limited

Silgan White Cap Hungary Packaging Limited Liability Company

Silgan White Cap Belgium N.V.

Silgan White Cap Holdings Cyprus Limited

Silgan White Cap Ukraine LLC

Silgan White Cap Ambalaj Sanayi ve Ticaret A.S.

Silgan White Cap Investments, Inc.

Silgan White Cap South East Asia, Inc.

Silgan White Cap Properties, Inc.

SWC Holdings (Mauritius) Ltd.

Silgan White Cap (Shanghai) Co., Ltd.

Silgan White Cap de Venezuela, S.A.

SWC Holdings Brasil Participacoes Ltda.

Silgan White Cap Rus o.o.o

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Exhibit 10.3

FOURTH AMENDMENT TO CREDIT AGREEMENT

FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of April 30, 2009, among SILGAN HOLDINGS INC., a Delaware corporation ("Silgan"), SILGAN CONTAINERS LLC, a Delaware limited liability company ("Containers"), SILGAN PLASTICS LLC, a Delaware limited liability company ("Plastics"), SILGAN CONTAINERS MANUFACTURING CORPORATION, a Delaware corporation ("Manufacturing"), SILGAN CAN COMPANY, a Delaware corporation ("CanCo"), SILGAN WHITE CAP LLC, a Delaware limited liability company ("White Cap"), SILGAN PLASTICS CANADA INC., an Ontario corporation ("Silgan Plastics Canada"), 827599 ONTARIO INC., an Ontario corporation ("Canadian Holdco" and, together with Silgan, Containers, Plastics, Manufacturing, CanCo, White Cap and Silgan Plastics Canada, the "Borrowers," and each individually, a "Borrower"), the lenders from time to time party to the Credit Agreement referred to below (each a "Lender" and, collectively, the "Lenders"), and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, the "Administrative Agent"), and acknowledged and agreed to by each of the other Credit Parties. Unless otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement referred to below are used herein as therein defined.

W I T N E S S E T H :

WHEREAS, the Borrowers, the Lenders, the Administrative Agent, the Co-Syndication Agents and the Co-Documentation Agents have entered into a Credit Agreement, dated as of June 30, 2005 (as amended, modified and supplemented through, but not including, the date hereof, the "Credit Agreement"); and

WHEREAS, subject to the terms and conditions set forth herein, the parties hereto wish to amend certain provisions of the Credit Agreement as provided herein;

NOW, THEREFORE, it is agreed;

A. Amendments to the Credit Agreement

1. Section 4.01(a) of the Credit Agreement is hereby amended by deleting clause (v) appearing in the first sentence thereof and inserting the following new clause (v) in lieu thereof:

"(v) each prepayment of any Tranche of Term Loans pursuant to this Section 4.01(a) shall be applied (1) first, to reduce the Term Loan Scheduled Repayment of each such Tranche of Term Loans which is due on December 31 of the year in which such prepayment is made (it being understood that (x) any voluntary prepayments of A Term Loans pursuant to this Section 4.01(a) which are made in 2005 or 2006 shall be applied to the A Term Loan Scheduled Repayment which is due on December 31, 2007, (y) any voluntary prepayments of Canadian Incremental Term Loans pursuant to this
Section 4.01(a) which are made in 2005,


2006 or 2007 shall be applied to the respective Incremental Term Loans Scheduled Repayment of such Tranche which is due on December 31, 2008, and (z) any voluntary prepayments of Canadian B Incremental Term Loans pursuant to this Section 4.01(a) which are made in 2006, 2007 or 2008 shall be applied to the respective Incremental Term Loans Scheduled Repayment of such Tranche which is due on December 31, 2009), (2) second, to the extent in excess thereof, with respect to any voluntary prepayments of any Tranche of Term Loans pursuant to this Section 4.01(a) which are made in 2009 only, to reduce the respective Term Loan Scheduled Repayment of each such Tranche of Term Loans which is due on December 31, 2010, and (3) third, to the extent in excess thereof, to reduce the then remaining Term Loan Scheduled Repayments of each such Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amounts of Term Loan Scheduled Repayments of each such Tranche of Term Loans after giving effect to all prior reductions thereto);".

2. Section 4.02(k)(I) of the Credit Agreement is hereby amended by (i) deleting the text "4.01(a)" each place such text appears in said Section and inserting the text "4.02(k)" in lieu thereof, (ii) deleting the word "and" appearing immediately prior to the text "(B)" in the final sentence of said
Section and inserting a comma in lieu thereof and (iii) inserting the following text immediately preceding the period at the end of said Section:

"and (C) with respect to up to $300,000,000 of Net Debt Proceeds received from the incurrence of Additional Permitted Indebtedness prior to December 31, 2009 and required to be applied in accordance with this Section 4.02(k) pursuant to Section 4.02(h), the amount of such Net Debt Proceeds to be applied to repay principal of outstanding Term Loans shall be allocated among the different Tranches of Term Loans or applied to a single Tranche of Term Loans in each case as Silgan shall specify in a notice to the Administrative Agent and with the amount allocated to each such Tranche of Term Loans to be applied (1) first, to reduce the Term Loan Scheduled Repayment of each such Tranche of Term Loans which is due on December 31, 2009, (2) second, to the extent in excess thereof, to reduce the Term Loan Scheduled Repayment of each such Tranche of Term Loans which is due on December 31, 2010, and (3) third, to the extent in excess thereof, to reduce the then remaining Term Loan Scheduled Repayments of each such Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amounts of such Term Loan Scheduled Repayments of such Tranche of Term Loans after giving effect to all prior reductions thereto); provided, however, if either Silgan fails to specify how such repayment is to be allocated at the time of the respective repayment or a Default or an Event of Default exists at the time of the respective repayment, such repayment shall be applied as provided above in this Section 4.02(k)(I) without regard to this sub-clause (C)".

B. Miscellaneous Provisions

1. In order to induce the Lenders to enter into this Amendment, each Borrower hereby represents and warrants to each of the Lenders that (i) all of the representations and

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warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the Fourth Amendment Effective Date (as defined below), both before and after giving effect to this Amendment (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and (ii) there exists no Default or Event of Default on the Fourth Amendment Effective Date, both before and after giving effect to this Amendment.

2. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document.

3. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts executed by all the parties hereto shall be lodged with Silgan and the Administrative Agent.

4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

5. This Amendment shall become effective on the date (the "Fourth Amendment Effective Date") when:

(a) each Borrower, the Required Lenders and the Majority Lenders of each Tranche of outstanding Term Loans shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of telecopier) same to the Administrative Agent at the applicable Notice Office; and

(b) Silgan shall have paid (or caused to be paid) to the Administrative Agent all fees, costs and expenses (including, without limitation, reasonable legal fees and expenses) payable to the Administrative Agent to the extent then due.

6. From and after the Fourth Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby on the Fourth Amendment Effective Date.

* * *

-3-

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered as of the date first above written.

SILGAN HOLDINGS INC.

By:   /s/ Frank W. Hogan, III
      ---------------------------------------
      Name: Frank W. Hogan, III
      Title: Senior Vice President,
             General Counsel and Secretary

SILGAN CONTAINERS LLC
SILGAN PLASTICS LLC
SILGAN CONTAINERS MANUFACTURING
CORPORATION
SILGAN CAN COMPANY
SILGAN WHITE CAP LLC
827599 ONTARIO INC.
SILGAN PLASTICS CANADA INC.

By:   /s/ Frank W. Hogan, III
      ----------------------------------------
      Name: Frank W. Hogan, III
      Title: Vice President and Secretary


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

DEUTSCHE BANK AG NEW YORK BRANCH,
Individually and as Administrative Agent


By: /s/Evelyn Thierry
    -----------------------------------
    Name:  Evelyn Thierry
    Title: Vice President


By: /s/ Erin Morrissey
    -----------------------------------
    Name:  Erin Morrissey
    Title: Vice President


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

1st Farm Credit Services, PCA

By: /s/ DaleA. Richardson
    -----------------------------------
    Name:  Dale A. Richardson
    Title: VP, Illinois Capital Markets
           Group


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

AGFIRST FARM CREDIT BANK

By: /s/ Steven J. O'Shea
    -----------------------------------
    Name:  Steven J. O'Shea
    Title: Vice President


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

AgStar Financial Services, PCA

By: /s/ Donald G. Linderman
    -----------------------------------
    Name:  Donald G. Linderman
    Title: Vice President


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

Bank of America, N.A., Canada Branch

By: /s/ Medina Sales de Andrade
    -----------------------------------
    Name:  Medina Sales de Andrade
    Title: Vice President


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

Bank of America, N.A.

By: /s/ Edwin R. Cox Jr.
    -----------------------------------
    Name:  Edwin R. Cox Jr.
    Title: Senior Vice President


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

Bank of China, New York Branch

By: /s/ William W. Smith
    -----------------------------------
    Name:  William W. Smith
    Title: Deputy General Manager


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

Bank of east Asia, Limited, New York
Branch

By: /s/ Kenneth Pettis
    -----------------------------------
    Name:  Kenneth Pettis
    Title: SVP. Head of Corporate
           Syndications


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

BANK LEUMI USA

By: /s/ Joung Hee Hong
    -----------------------------------
    Name:  Joung Hee Hong
    Title: First Vice President


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

Bank of Nova Scotia

By: /s/ G. Gregoriou
    -----------------------------------
    Name:  G. Gregoriou
    Title: Sr. Client Relationship
           Manager


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

Bank of Tokyo-Mitsubishi UFJ Trust
Company

By: /s/ Charles Stewart
    -----------------------------------
    Name:  Charles Stewart
    Title: Vice President


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

BNP Paribas

By: /s/ Richard Pace
    -----------------------------------
    Name:  Richard Pace
    Title: Managing Director

By: /s/ Nanette Baudon
    ----------------------------------
    Name:  Nanette Baudon
    Title: Vice President


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

Capital One Leverage Finance Corp.

By: /s/ Ron Walker
    -----------------------------------
    Name:  Ron Walker
    Title: Senior Vice President


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

Citibank, N.A.

By: /s/ George F. Van
    -----------------------------------
    Name:  George F. Van
    Title: VP & Managing Director


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

CoBank, ACB

By: /s/ Hal Nelson
    -----------------------------------
    Name:  Hal Nelson
    Title: Vice President


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES NAME OF INSTITUTION:

COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A. "Rabobank
Nederland", New York Branch


By: /s/ Betty Mills
    -----------------------------------
    Name:  Betty Mills
    Title: Executive Director

By: /s/ Brett Delfino
    -----------------------------------
    Name:  Brett Delfino
    Title: Executive Director


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

CREDIT INDUSTRIEL ET COMMERCIAL

By: /s/ Anthony Rock
    -----------------------------------
    Name:  Anthony Rock
    Title: Managing Director


By: /s/ Brian O'Leary
    -----------------------------------
    Name:  Brian O'Leary
    Title: Managing Director


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

DEUTSCHE BANK AG CANADA BRANCH

By: /s/ Rod O'Hara
    -----------------------------------
    Name:  Rod O'Hara
    Title: Director

By: /s/ Marcellus Leung
    -----------------------------------
    Name:  Marcellus Leung
    Title: Assistant Vice President


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

ERSTE GROUP BANK AG

By: /s/ Brandon A. Meyerson
   -----------------------------------
   Name:  Brandon A. Meyerson
   Title: Director
   ERSTE GROUP BANK AG

 By: /s/ Bryan J. Lynch
   -----------------------------------
   Name:  Bryan J. Lunch
   Title: Executive Director
   ERSTE GROUP BANK AG


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

FCS FINANCIAL, FLCA, formerly known as
Farm Credit Services of Missouri, FLCA

By: /s/ Sean Unterreiner
    -----------------------------------
    Name:  Sean Unterreiner
    Title: Senior Lending Officer


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

Fortis Capital Corp.

By: /s/ Douglas Riahi
    -----------------------------------
    Name:  Douglas Riahi
    Title: Managing Director

By: /s/ Steven D. Silverstein
    -----------------------------------
    Name:  Steven D. Silverstein
    Title: Director


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

GE Canada Finance Holding Company


By: /s/ Nick Lalani
    -----------------------------------
    Name:  Nick Lalani
    Title: Duly Authorized Signatory


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

General Electric Capital Corporation, As
Administrator For, GE Commerical Loan
Holding LLC:


By: /s/ Amanda J. Van Heyst
    -----------------------------------
    Name:  Amanda J. Van Heyst
    Title: Duly Authorized Signatory


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

General Electric Capital Corporation

By: /s/ James R. Persico
    -----------------------------------
    Name:  James R. Persico
    Title: Duly Authorized Signatory


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

GreenStone Farm Credit Services,
ACA/FLCA

By: /s/ Jeff Pavlik
    -----------------------------------
    Name:  Jeff Pavlik
    Title: Vice President


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

JPMorgan Chase Bank, N.A.

By: /s/ D. Scott Farquhar
    -----------------------------------
    Name:  D. Scott Farquhar
    Title: Vice President


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

MORGAN STANLEY BANK, N.A.

By: /s/ Melissa James
    -----------------------------------
    Name:  Melissa James
    Title: Authorized Signatory


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

PEOPLE'S UNITED BANK (formerly known
as People's Bank):

By: /s/ Francis J. McGinn
    -----------------------------------
    Name:  Francis J. McGinn
    Title: Vice President


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

RBS Citizens N.A.

By: /s/ Thomas F. McNamara
    -----------------------------------
    Name:  Thomas F. McNamara
    Title: Senior Vice President


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

RZB Finance LLC:


By: /s/ Christoph Hoedl
    -----------------------------------
    Name:  Christoph Hoedl
    Title: First Vice President

By: /s/ Randall Abrams
    -----------------------------------
    Name:  Randall Abrams
    Title: Vice President


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

The Bank of New York Mellon

By: /s/ Dean Stephan
    -----------------------------------
    Name:  Dean Stephan
    Title: Managing Director


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

By: /s/ Charles Stewart
    ----------------------------------
    Name:  Charles Steward
    Title: Vice President


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

The Governor & Company of the Bank of
Ireland

By: /s/ Edward A. Boyle
    -----------------------------------
    Name:  Edward A. Boyle
    Title: Sr. VP


By: /s/ Louise O'Connor
    -----------------------------------
    Name:  Louise O'Connor
    Title: VP


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

THE NORTHERN TRUST COMPANY:


By: /s/ Tamara M. Dowd
    -----------------------------------
    Name:  Tamara M. Dowd
    Title: Vice President


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

Union Bank, N.A. (fka Union Bank of
California, N.A.)

By: /s/ Christina J. Buck
    -----------------------------------
    Name:  Christina J. Buck
    Title: Vice President


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

UNITED OVERSEAS BANK LIMITED, NEW
YORK AGENCY

By: /s/ George Lim
    -----------------------------------
    Name:  George Lim
    Title: SVP & GM

By: /s/ Mario Shaw
    -----------------------------------
    Name:  Mario Shaw
    Title: AVP


SIGNATURE PAGE TO THE FOURTH AMENDMENT
TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG SILGAN
HOLDINGS INC., SILGAN CONTAINERS LLC,
SILGAN PLASTICS LLC, SILGAN CONTAINERS
MANUFACTURING CORPORATION, SILGAN CAN
COMPANY, SILGAN WHITE CAP LLC, SILGAN
PLASTICS CANADA INC., 827599 ONTARIO
INC., THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT, AND
DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT, AND ACKNOWLEDGED
AND AGREED TO BY EACH OF THE OTHER
CREDIT PARTIES

NAME OF INSTITUTION:

Wachovia Bank, National Association

By: /s/ Robert G. McGill Jr.
    -----------------------------------
    Name:  Robert G. McGill Jr.
    Title: Director


ACKNOWLEDGED AND AGREED
AS OF THE DATE WRITTEN ABOVE:

SILGAN LLC
By: Silgan Containers LLC,
as Manager
SILGAN CORPORATION
SILGAN CAN HOLDING COMPANY
SILGAN PLASTICS CORPORATION
SILGAN WHITE CAP CORPORATION
SILGAN WHITE CAP AMERICAS LLC
SILGAN CLOSURES INTERNATIONAL HOLDING COMPANY
SILGAN EQUIPMENT COMPANY
SILGAN TUBES HOLDING COMPANY
828745 ONTARIO INC.
827599 ONTARIO INC.
SILGAN PLASTICS CANADA INC.

By:  /s/ Frank W. Hogan, III
     ------------------------------------
     Name: Frank W. Hogan, III
     Title: Vice President and Secretary


Exhibit 10.4

SILGAN CONTAINERS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

THIS INDENTURE is made on the 21st day of January, 2008, by Silgan Containers Corporation, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the "Primary Sponsor").

INTRODUCTION

The Primary Sponsor maintains the Silgan Containers Corporation Supplemental Executive Retirement Plan (the "Plan"), which is intended to benefit only a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and any regulations relating thereto.

The Primary Sponsor has determined that employees hired or rehired on or after January 1, 2007 shall not be eligible for the supplemental pension portion of the Plan, consistent with the exclusion of those employees from the Pension Plan (as defined in the Plan). The Primary Sponsor has determined that the Plan previously adopted by the Primary Sponsor needs to be amended in certain other respects, including to conform to the requirements of Code Section 409A and the applicable guidance thereunder. Therefore, the Primary Sponsor declares that the Plan is amended and restated in its entirety effective January 1, 2007, except as otherwise provided herein, to read as follows:


SILGAN CONTAINERS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

ARTICLE 1 DEFINITIONS........................................................1

ARTICLE 2 ELIGIBILITY AND DEFERRAL ELECTIONS.................................6

ARTICLE 3 CONTRIBUTIONS......................................................7

ARTICLE 4 INDIVIDUAL FUNDS AND INVESTMENTS...................................8

ARTICLE 5 WITHDRAWALS DURING EMPLOYMENT......................................9

ARTICLE 6 GENERAL RULES ON DISTRIBUTIONS.....................................9

ARTICLE 7 ADMINISTRATION OF THE PLAN........................................12

ARTICLE 8 CLAIMS REVIEW PROCEDURE...........................................13

ARTICLE 9 INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS....................15

ARTICLE 10 LIMITATION OF RIGHTS..............................................16

ARTICLE 11 AMENDMENT TO OR TERMINATION OF THE PLAN AND THE TRUST.............16


ARTICLE 1
DEFINITIONS

Wherever used herein, the masculine pronoun shall be deemed to include the feminine, and the singular to include the plural, unless the context clearly indicates otherwise and the following words and phrases shall, when used herein, have the meanings set forth below:

1.1 "Account" means a Participant's aggregate balance in the following accounts, as adjusted pursuant to the Plan as of any given date:

(a) "Deferral Contribution Account" which shall reflect a Participant's interest in contributions made by a Plan Sponsor under
Section 3.1.

(b) "Matching Account" which shall reflect a Participant's interest in matching contributions made by a Plan Sponsor under Section 3.2.

(c) "DISP Make-up Account" which shall reflect a Participant's interest in contributions made by a Plan Sponsor under Section 3.3.

(d) "Supplemental Pension Account" which shall reflect a Participant's interest in contributions made by a Plan Sponsor under Section 3.4.

1.2 "Affiliate" means:

(a) any corporation which is a member of the same controlled group of corporations (within the meaning of Code Section 414(b)) as is a Plan Sponsor; and

(b) any other trade or business (whether or not incorporated) under common control (within the meaning of Code Section 414(c)) with a Plan Sponsor.

1.3 "Annual Compensation" means "Compensation" as defined from time to time in the Pension Plan, except that

(a) Annual Compensation shall be determined without consideration of the Annual Compensation Limit and before any Deferral Contributions made under this Plan; and

(b) Annual Compensation shall include amounts paid by an Affiliate.

1.4 "Annual Compensation Limit" means $225,000 ($230,000 for 2008), which amount may be adjusted in subsequent Plan Years based on changes in the cost of living as announced by the Secretary of the Treasury.

1.5 "Beneficiary" means the person or trust that a Participant designated most recently in writing to the Plan Administrator; provided, however, that if the Participant has failed to make a designation, no person designated is alive at the date of the Participant's death, no trust

1

has been established, or no successor Beneficiary has been designated who is alive, the term "Beneficiary" means:

(a) the Participant's spouse; or

(b) if no spouse is alive at the date of the Participant's death, the Participant's children, per stirpes; or

(c) if no children or none of the children's issue are alive at the date of the Participant's death, the Participant's estate.

A Participant may change his designation at any time. If, subsequent to the death of a Participant, the Participant's Beneficiary dies while entitled to receive benefits under the Plan, the successor Beneficiary, if any, or the Beneficiary listed under Subsection (a) or, if no spouse is alive, Subsection
(b) or, if no children (or children's issue) are alive, Subsection (c) shall be the Beneficiary.

1.6 "Board of Directors" means the Board of Directors of the Primary Sponsor. --------------------

1.7 "Change in Control" means, solely with regard to Silgan Holdings, Inc., one of the following:

(a) a "change in ownership of a corporation" as defined, and subject to the limitations, in Code Section 409A and the regulations and related guidance thereunder;

(b) a "change in effective control of a corporation" as defined, and subject to the limitations, in Code Section 409A and the regulations and related guidance thereunder; or

(c) a "change in ownership of a substantial portion of a corporation's assets" as defined, and subject to the limitations, in Code Section 409A and the regulations and related guidance thereunder, but substituting "eighty-five percent (85%)" for the phrase "40 percent" in Treasury Regulation Section 1.409A-3(i)(5)(vii)(A), or any successor thereto.

Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred with respect to a particular Eligible Employee by reason of any actions or events in which the Eligible Employee participates in a capacity other than in the Eligible Employee's capacity as an employee or director of the Primary Sponsor or an Affiliate or as a shareholder of the Primary Sponsor or an Affiliate solely exercising the Eligible Employee's voting or tendering rights.

1.8 "Code" means the Internal Revenue Code of 1986, as amended.

1.9 "Deferral Contribution" means a contribution of a Plan Sponsor on behalf of a Participant pursuant to Section 3.1 equal to a percentage or dollar amount of an Eligible Employee's Eligible Compensation that is not yet payable.

2

1.10 "Deferral Election" means an Eligible Employee's election under Section 2.2 that is made during an Election Period to have a Deferral Contribution made to his Account.

1.11 "DISP Compensation" means "Annual Compensation" as defined from time to time in the Savings Plan, except that

(a) DISP Compensation shall be determined without consideration of the Annual Compensation Limit; and

(b) solely for purposes of calculating DISP Make-up Contributions for Plan Years ending before January 1, 2006, DISP Compensation shall include any bonus paid under the Primary Sponsor's Performance Incentive Program and any bonus paid under the bonus program for senior executives of Silgan Holdings, Inc.

1.12 "DISP Make-up Contribution" means a profit sharing contribution made pursuant to Section 3.3.

1.13 "Election Period" means

(a) with respect to contributions for the Plan Year in which an Eligible Employee becomes initially eligible to participate in the Plan, the thirty (30)-day period commencing with the date an Eligible Employee first becomes eligible to participate in the Plan; provided that such Eligible Employee has not, for a period of at least twenty-four (24) months prior to such initial eligibility, been eligible to participate in the Plan or in any other plan of the Employer Group (other than accruing earnings under the Plan or such plan) that

(1) with respect to the Deferral Contribution portion of the Plan, is an Account Balance Plan that provides for deferrals of compensation at the election of the Eligible Employee; and

(2) with respect to the Matching Contribution portion, the DISP Make-up Contribution portion, and the Supplemental Pension Portion of the Plan, is an Account Balance Plan that provides for deferrals of compensation other than at the election of the Eligible Employee.

For this purpose, an "Account Balance Plan" means plan described in Treasury Regulation Section 1.409A-1(c)(2)(A).

(b) with respect to contribution for any other Plan Year, the period ending before the beginning of such Plan Year as prescribed by the Plan Administrator.

1.14 "Eligible Compensation" means that portion of a Participant's compensation that is in excess of the Annual Compensation Limit, that is otherwise payable to him for a Plan Year, and that consists of:

3

(a) his base salary;

(b) any bonus paid under the Primary Sponsor's Performance Incentive Program; and

(c) any bonus paid under the bonus program for senior executives of Silgan Holdings, Inc.

1.15 "Eligible Employee" means a common law employee of a Plan Sponsor or an Affiliate who:

(a) is an officer of a Plan Sponsor or Silgan Holdings, Inc.;

(b) is projected, based on his rate of base pay and projected bonus as of January 1 of a Plan Year, to have Annual Compensation in excess of the Annual Compensation Limit (without regard to whether such employee's Annual Compensation exceeds such Annual Compensation Limit);

(c) is determined by the Plan Administrator in its sole discretion to be a member of a select group of management or highly compensated employees of that Plan Sponsor within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and any regulations relating thereto; and

(d) was both employed by the Primary Sponsor and a Participant in this Plan on January 1, 2007 or, thereafter is designated as an Eligible Employee by the Board of Directors.

1.16 "Employer Group" means the Primary Sponsor and each Affiliate, except that in applying Internal Revenue Code Section 1563(a)(1), (2) and (3), "at least 50 percent" is used instead of "at least 80 percent."

1.17 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

1.18 "Normal Retirement Age" means the earlier of:

(a) the attainment of at least age sixty (60) with the completion of ten (10) or more Periods of Service; or

(b) the attainment of at least age sixty-five (65) with the completion of five (5) or more Periods of Service.

1.19 "Participant" means any Eligible Employee or former Eligible Employee who has become a participant in the Plan for so long as his Account balance has not been fully distributed pursuant to the Plan.

1.20 "Pension Plan" means the Silgan Containers Corporation Pension Plan for Salaried Employees.

4

1.21 "Period of Service" means "Period of Service" as defined in the Pension Plan.

1.22 "Plan Administrator" means the organization or person designated by the Primary Sponsor to administer the Plan and, in lieu of any such designation, means the Primary Sponsor.

1.23 "Plan Sponsor" means the Primary Sponsor.

1.24 "Plan Sponsor Contributions" means Deferral Contributions, DISP Make-up Contributions, Matching Contributions, and Supplemental Pension Contributions.

1.25 "Plan Year" means the calendar year.

1.26 "Savings Plan" means the Silgan Containers Retirement Savings Plan.

1.27 "Separation from Service" means a termination of employment of the Participant from the Employer Group. Notwithstanding the foregoing, the employment relationship of a Participant with an Employer Group is considered to remain intact while the individual is on military leave, sick leave or other bona fide leave of absence if there is a reasonable expectation that the Participant will return to perform services for a member of the Employer Group and the period of such leave does not exceed six months, or if longer, so long as the individual retains a right to reemployment with any member of the Employer Group under applicable law or contract. Whether a Participant has terminated employment with the Employer Group will be determined by the Plan Administrator based on whether it is reasonably anticipated by the Plan Sponsor and the Participant that the Participant will permanently cease providing services to any member of the Employer Group, whether as a Participant or independent contractor, or that the services to be performed, whether as a Participant or independent contractor, by the Participant will permanently decrease to no more than 20% of the average level of bona fide services performed, whether as a Participant or independent contractor, over the immediately preceding 36-month period or such shorter period during which the Participant was performing services for the Employer Group. If a leave of absence occurs during such 36-month or shorter period which is not considered a Separation from Service, unpaid leaves of absence shall be disregarded and the level of services provided during any paid leave of absence shall be presumed to be the level of services required to receive the compensation paid with respect to such leave of absence. Transfer of a Participant from the Plan Sponsor or an Affiliate to another Affiliate shall not be deemed for any purpose under the Plan to be a Separation from Service.

1.28 "Supplemental Pension Contributions" means contributions made pursuant to Section 3.4 hereof.

1.29 "Supplemental Pension Portion" means the portion of the Plan under which certain Participants receive Supplemental Pension Contributions.

1.30 "Trust Agreement" means the agreement between the Primary Sponsor and the Trustee establishing the Trust.

5

1.31 "Trust" means the Silgan Containers Corporation Supplemental Executive Retirement Trust, a grantor trust.

1.32 "Trustee" means the trustee under the Trust.

1.33 "Unforeseeable Emergency" means a severe financial hardship arising from illness or accident of the Participant or his spouse or dependents, casualty loss or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond control of the Participant. In order to satisfy the criteria for an "Unforeseeable Emergency" the financial need must not be one that can be relieved through reimbursement or compensation from insurance or otherwise or by liquation of the Participant's assets, to the extent the liquidation of such assets would not cause severe financial hardship.

ARTICLE 2
ELIGIBILITY AND DEFERRAL ELECTIONS

2.1 Supplemental Pension Portion. Each Eligible Employee who was a Participant in the Supplemental Pension Portion as of December 31, 2006 shall continue to be a Participant in the Supplemental Pension Portion until the earlier of (a) his termination of employment with all members of the Employer Group or (b) the date he is no longer an Eligible Employee. No individual hired or rehired by the Employer Group on or after January 1, 2007 will be eligible to participate in the Supplemental Pension Portion.

2.2 Eligibility for Deferral Contribution Portion; Elections to Make
Deferral Contributions.

(a) Deferral Election. Each Eligible Employee may elect to make a Deferral Contribution to the Plan by filing with the Plan Administrator a Deferral Election that conforms to the requirements of this Section 2.2, in such form and manner as designated by the Plan Administrator, no later than the last day of his Election Period.

(b) Duration of Deferral Election.

(1) Except as provided in this Subsection (b), any Deferral Election for all or a portion of a Plan Year shall be irrevocable during such Plan Year. Furthermore, any such Deferral Election shall continue to apply to all Eligible Compensation earned for Plan Years after such election is made until the Participant revokes or changes his Deferral Election in accordance with the terms of the Plan.

(2) A Participant's Deferral Election shall be revoked upon a Participant receiving a hardship distribution under the Savings Plan. Such Participant may not again make Deferral Contributions to this Plan until the Plan Year following the end of the Minimum Suspension Period. The "Minimum Suspension Period" is the six (6) month period beginning on the date of the hardship distribution.

6

(3) A Participant's Deferral Election shall be revoked upon a Participant demonstrating to the Plan Administrator in such form an manner as my be specified by the Plan Administrator from time to time that he is suffering from an Unforeseeable Emergency. Such Participant may not again make Deferral Contributions to this Plan until the Plan Year following the Plan Year in which Deferral Contributions cease under this Plan Section 2.2(b)(3).

2.3 Loss of Eligibility. If a Participant is no longer an Eligible Employee, such Participant shall have his Deferral Election revoked as of the earlier of (a) his termination of employment with all members of the Employer Group or (b) the first day of the Plan Year following the Plan Year in which he is no longer an Eligible Employee. No DISP Make-up Contributions, Matching Contributions, or Supplemental Pension Contributions shall be made to a Participant's Account during any period during which he is not an Eligible Employee.

ARTICLE 3
CONTRIBUTIONS

3.1 Deferral Contributions. The Plan Sponsor shall make a contribution to the Deferral Contribution Account of a Participant who is an Eligible Employee in accordance with his Deferral Election. The Deferral Contribution made pursuant to an Eligible Employee's Deferral Election under this Section 3.1 shall be in an amount equal to the amount specified in the Deferral Election, but not greater than six percent (6%) of the Eligible Employee's Eligible Compensation. A contribution made pursuant to this Section 3.1 shall be allocated to the Deferral Contribution Account of the Participant on whose behalf it was made as soon as reasonably practicable following the date of withholding by the Plan Sponsor.

3.2 Matching Contributions. The Plan Sponsor proposes to make contributions to the Matching Account for each Plan Year for each Participant who is an Eligible Employee during the Plan Year in an amount equal to fifty percent (50%) of the contribution made for the Plan Year on behalf of a Participant pursuant to Section 3.1. The Plan Sponsor contributions made on behalf of each Participant under this Section 3.2 shall be allocated to the Matching Account of the Participant on behalf of whom the contribution was made.

3.3 DISP Make-up Contributions. The Plan Sponsor may make DISP Make-up Contributions to the DISP Make-up Account for each Plan Year for each Participant who is an Eligible Employee during the Plan Year and who is entitled to a "DISP Contribution" (as defined in the Savings Plan) under the Savings Plan for such Plan Year. The amount of the DISP Make-up Contribution shall be a percentage of DISP Compensation equal to the percentage of "Annual Compensation" (as defined in the Savings Plan) used to calculate the "DISP Contribution" (as defined in the Savings Plan) under the Section 3.3 of the Savings Plan (or any successor thereto), less the amount of the "DISP Contribution" (as defined in the Savings Plan) actually made to such Participant's account under the Savings Plan. DISP Make-up Contributions for each Participant entitled thereto shall be allocated, as of the last day of each Plan Year that such contribution is made, to the DISP Make-up Account of each such Participant.

7

3.4 Supplemental Pension Contributions. The Plan Sponsor shall make Supplemental Pension Contributions to the Supplemental Pension Account of each Participant in the Supplemental Pension Portion who is an Eligible Employee in an amount equal to the yearly contribution using a level individual aggregate funding method, without adjusting for changes in asset values or gains or losses, which would be expected to fund a pension benefit commencing at a Participant's sixty-third (63rd) birthday equal to:

(a) the Participant's projected normal retirement benefit under the Pension Plan calculated using the Participant's "Final Average Rate of Compensation" (as defined in the Pension Plan) without regard to (i) the "Final Average Cap" (as defined in the Pension Plan), (ii) the Annual Compensation Limit, and (iii) the limitation imposed by Code Section
415(b); less

(b) the Participant's projected normal retirement benefit under the Pension Plan;

Notwithstanding the foregoing or the definition of "Compensation" in the Pension Plan, for purposes of determining the portion of the Participant's projected normal retirement benefit in Section 3.4(a) above, for Periods of Service ending before January 1, 2006, a Participant's "Final Average Rate of Compensation" shall be determined as if bonuses paid under the Primary Sponsor's Performance Incentive Program and bonuses paid under the bonus program for senior executives of Silgan Holdings, Inc. were not excluded from the definition of "Compensation" in the Pension Plan.

ARTICLE 4
INDIVIDUAL FUNDS AND INVESTMENTS

4.1 Participant Direction of Contributions. Until such time as the Plan Administrator may direct otherwise, each Participant and each Beneficiary of a deceased Participant may direct the Plan Administrator to invest contributions to his Account in one or more notional investment options chosen by the Plan Administrator as the Participant shall designate by providing notice to the Plan Administrator according to the procedures established by the Plan Administrator for that purpose.

(a) All investment directions, or changes in investment directions, of contributions shall be made in accordance with the procedures established by the Plan Administrator. New investment directions shall be effective as of the date that such directions are processed by the Plan Administrator in accordance with the procedures established for such purpose.

(b) An investment direction, once given, shall be deemed to be a continuing direction until changed as otherwise provided herein. If no direction is effective for the date a contribution is to be made, all contributions which are to be made for such date shall be invested in such individual fund as the Plan Administrator or the Trustee, as applicable, may determine. Neither the Trustee nor any Plan Sponsor, employee of a

8

Plan Sponsor, nor the Plan Administrator shall be liable for any loss, which results from a Participant's exercise or failure to exercise his investment election.

4.2 Participant Directions to Transfer between Notional Investment Options.
A Participant may elect, according to the procedures established by the Plan Administrator, to transfer the investment of his Account among the notional investment options chosen by the Plan Administrator. An election under this
Section 4.2 shall be effective as of the date that such directions are processed by the Plan Administrator in accordance with the procedures established for such purpose.

4.3 Application of Investment Directions. A Participant who makes an election pursuant to Section 4.1 or Section 4.2 may apply the new investment direction to his current Account, all future contributions, or both his current Account and all future contributions.

4.4 Allocation of Income and Losses. As of each valuation date, the Trustee shall allocate net income or net loss to each Account at the same rate as the rate of net income or net loss of the notional investment options in which the Account is invested.

ARTICLE 5
WITHDRAWALS DURING EMPLOYMENT

5.1 Unforeseeable Emergency Withdrawals. The Trustee shall, upon the direction of the Plan Administrator, withdraw all or a portion of a Participant's vested Accounts, prior to the time such account is otherwise distributable in accordance with the other provisions of the Plan; provided, however, that any such withdrawal shall be made only if the Participant or Beneficiary, as applicable, demonstrates that he is suffering from an Unforeseeable Emergency.

5.2 Unforeseeable Emergency Withdrawal Requirements. No distribution under Section 5.1 shall be made to the extent that the severe financial hardship could be alleviated:

(a) through reimbursement or compensation from insurance or otherwise;

(b) by liquidation of the Participant's assets (to the extent such liquidation would not cause severe financial hardship); or

(c) by cessation of Deferral Contributions under Plan Section 2.2(b)(3).

ARTICLE 6
GENERAL RULES ON DISTRIBUTIONS

6.1 Payment on Separation from Service.

(a) A Participant who has a Separation from Service shall commence distribution of his vested Account within the thirty (30) day period which begins on the sixth month anniversary of the date of the Participant's Separation from Service. Such distribution shall be made:

9

(1) in the case of a Participant who has a Separation from Service prior to his Normal Retirement Age, in a single lump sum distribution;

(2) in the case of a Participant who has a Separation from Service on or after his Normal Retirement Age, in the form or forms elected by the Participant pursuant to Plan Section 6.2; or

(3) in the event a Participant who has a Separation from Service on or after his Normal Retirement Age has failed to make an election concerning the form of payment of such Participant's vested Account, in a lump sum distribution.

(b) Notwithstanding Subsection (a), upon a Participant's death, all vested benefits for such Participant under the Plan shall be paid to the Participant's Beneficiary in one lump sum as soon as administratively practicable, but no later than ninety (90) days, following the Participant's death. If a Participant is receiving installment payments as of the date of the payment under this Section, the remainder of such installment payments will be paid in one lump sum.

6.2 Form of Payment Election.

(a) During an Eligible Employee's initial Election Period, he may elect, in such form and manner as determined by the Plan Administrator, one of the forms of payment under Subsection (b) for his vested Account in the event that his vested Account is distributed pursuant to Section 6.1(a)(2). An election under this Subsection shall become irrevocable immediately following such Election Period. With respect to an individual who ceases to be an Eligible Employee and then again becomes an Eligible Employee, such individual's first election under this Subsection shall apply.

(b) The Eligible Employee or Participant may elect pursuant to Subsection (a) to receive payment of the vested portion of his Account upon his Separation from Service on or after his attainment of Normal Retirement Age in one of the following forms:

(1) A lump sum distribution;

(2) Substantially equal annual installments over five (5) years;

(3) Substantially equal annual installments over ten (10) years;

(4) Substantially equal annual installments over fifteen (15) years; or

(5) Such other annual installment payment method to which the Primary Sponsor consents;

provided, however, that each annual installment under Subsections (2) through
(5) shall be treated as a separate payment for purposes of Code Section 409A.

10

6.3 One-Time Permitted Change in the Form of Payment.

(a) A Participant who has made an election under Section 6.2 for a lump sum payment (or is deemed to have made an election under Section 6.1(a)(3)), with respect to payment of his vested Account under Section 6.1(a)(2) may elect to delay receipt of such lump sum payment for five (5) years following the date such payment would have otherwise been made.

(b) A Participant who has made an election under Section 6.2 for installment payments over five (5) or more years, with respect to the payment of his vested Account under Section 6.1(a)(2) may elect to defer receipt of the first, and only the first, such installment payment, which shall then be paid in the year following the year in which the last installment would, but for such election, have been otherwise payable.

(c) Any election under Subsection (a) or (b) of this Section shall be subject to the following requirements:

(i) the election under this Plan Section 6.3 must not take effect until twelve (12) months after the election is made;

(ii) the Participant must not have made a prior election under this Section 6.3.

6.4 Special One-Time Election. Notwithstanding Sections 6.2 and 6.3, any Participant who is an Eligible Employee and who had vested Account balance as of January 1, 2007 may, at a time designated by the Plan Administrator that is not later than December 31, 2008, make a special one-time change in his election under Section 6.2. Such Participant may elect under this Section any form provided in Section 6.2(b)(1) through (5); provided that

(a) no such election shall provide for payment of an amount in the calendar year of such election (the "Election Year") that would not have otherwise been paid in the Election Year pursuant to the Participant's prior election; and

(b) no such election shall provide for payment of an amount in a calendar year other than the Election Year that would have otherwise been paid in the Election Year pursuant to the Participant's prior election.

6.5 Payment on Change in Control. Notwithstanding a prior election by a Participant as to a form of payment, upon a Change in Control, all vested benefits for all Participants under the Plan shall be paid in lump sum distributions as soon as administratively practicable, but no later than ninety
(90) days, following the Change in Control. If a Participant is receiving installment payments as of the date of the payment under this Section, the remainder of such installment payments will be paid in one lump sum.

6.6 Vesting. A Participant shall always be fully vested in contributions made to his Deferral Contribution Account. Contributions made to a Participant's Matching Account, DISP Make-up Account, and Supplemental Pension Account shall vest according to the following schedule:

11

Periods of Service                Vested Percentage
------------------                -----------------

   Less than 5                           0%
    5 or more                           100%

ARTICLE 7
ADMINISTRATION OF THE PLAN

7.1 Unfunded Obligations. Participants and their Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, claims, or interest in any specific property or assets of any Plan Sponsor or, if established, the Trust. Any and all of the assets of each Plan Sponsor and any Trust assets which are attributable to amounts paid into the Trust by the Plan Sponsor shall be, and remain, the general unpledged, unrestricted assets of such Plan Sponsor, which shall be subject to the claims of that Plan Sponsor's general creditors. Each Plan Sponsor's obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Plan Sponsor to pay money in the future, and the rights of the Participants and Beneficiaries shall be no greater than those of unsecured general creditors. It is the intention of the Plan Sponsors that the Plan and, if established, the Trust be unfunded for purposes of the Code and for purposes of Title I of ERISA. Nothing contained in this Plan shall constitute a guaranty by a Plan Sponsor or any other entity that the assets of the Plan Sponsor will be sufficient to pay any benefit hereunder.

7.2 Operation of the Plan Administrator. The Primary Sponsor shall appoint a Plan Administrator. If an organization is appointed to serve as the Plan Administrator, then the Plan Administrator may designate in writing one or more persons who may act on behalf of the Plan Administrator. If more than one person is so designated with respect to the same administrative function, a majority of such persons shall constitute a quorum for the transaction of business and shall have the full power to act on behalf of the Plan Administrator. The Primary Sponsor shall have the right to remove the Plan Administrator at any time by notice in writing. The Plan Administrator may resign at any time by written notice of resignation to the Primary Sponsor. Upon removal or resignation of the Plan Administrator, or in the event of the dissolution of the Plan Administrator, the Primary Sponsor shall appoint a successor.

7.3 Duties of the Plan Administrator.

(a) The Plan Administrator shall advise the Plan Sponsor with respect to all payments under the terms of the Plan and shall direct the Plan Sponsor in writing to make such payments; provided, however, in no event shall the Plan Sponsor make such payments if the Plan Sponsor has actual knowledge that such payments are contrary to the terms of the Plan.

(b) The Plan Administrator shall from time to time establish rules, not contrary to the provisions of the Plan and the Trust, for the administration of the Plan and the transaction of its business. All elections and designations under the Plan by a Participant or Beneficiary shall be made on forms prescribed by the Plan Administrator. The Plan Administrator shall have discretionary authority to construe the terms of the

12

Plan and shall determine all questions arising in the administration, interpretation and application of the Plan, including, but not limited to, those concerning eligibility for benefits and it shall not act so as to discriminate in favor of any person. All determinations of the Plan Administrator shall be conclusive and binding on all employees, Participants, and Beneficiaries, subject to the provisions of the Plan and the Trust and subject to applicable law.

(c) The statement of specific duties for a Plan Administrator in this
Section is not in derogation of any other duties which a Plan Administrator has under the provisions of the Plan or the Trust or under applicable law.

7.4 Action by a Plan Sponsor. Any action to be taken by a Plan Sponsor shall be taken by persons duly authorized by the Plan Sponsor, except, subject to Sections 11.1 and 11.2, amendments to, termination of, or termination of a Plan Sponsor participation in, the Plan or the Trust, or the determination of the basis of any Plan Sponsor contributions, may be made only to the extent authorized by written resolution or written direction of the board of directors or appropriate governing body. Nothing herein shall be construed to prohibit the board of directors or appropriate governing body from delegating to any officer or other appropriate person of a Plan Sponsor the authority to take any such actions as may be specified in such resolution or written direction.

ARTICLE 8
CLAIMS REVIEW PROCEDURE

8.1 Notice of Denial. If a Participant or a Beneficiary is denied a claim for benefits under the Plan, the Plan Administrator shall provide to the claimant written notice of the denial within ninety (90) days after the Plan Administrator receives the claim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall the extension exceed a period of ninety (90) days from the end of such initial period. Any extension notice shall indicate the special circumstances requiring the extension of time, the date by which the Plan Administrator expects to render the final decision, the standards on which entitlement to benefits are based, the unresolved issues that prevent a decision on the claim and the additional information needed to resolve those issues.

8.2 Contents of Notice of Denial. If a Participant or Beneficiary is denied a claim for benefits under a Plan, the Plan Administrator shall provide to such claimant written notice of the denial which shall set forth:

(a) the specific reasons for the denial;

(b) specific references to the pertinent provisions of the Plan on which the denial is based;

13

(c) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(d) an explanation of the Plan's claim review procedures, and the time limits applicable to such procedures, including a statement of the claimant's right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

8.3 Right to Review. After receiving written notice of the denial of a claim, a claimant or his representative shall be entitled to:

(a) request a full and fair review of the denial of the claim by written application to the Plan Administrator;

(b) request, free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim;

(c) submit written comments, documents, records, and other information relating to the denied claim to the Plan Administrator; and

(d) a review that takes into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

8.4 Application for Review. If a claimant wishes a review of the decision denying his claim to benefits under the Plan, he must submit the written application to the Plan Administrator within sixty (60) days after receiving written notice of the denial.

8.5 Hearing. Upon receiving a written application for review, the Plan Administrator, may schedule a hearing for purposes of reviewing the claimant's claim, which hearing shall take place not more than thirty (30) days from the date on which the Plan Administrator received such written application for review.

8.6 Notice of Hearing. At least ten (10) days prior to the scheduled hearing, the claimant and his representative designated in writing by him, if any, shall receive written notice of the date, time, and place of such scheduled hearing. The claimant or his representative, if any, may request that the hearing be rescheduled, for his convenience, on another reasonable date or at another reasonable time or place.

8.7 Counsel. All claimants requesting a review of the decision denying their claim for benefits may employ counsel for purposes of the hearing.

8.8 Decision on Review. No later than sixty (60) days following the receipt of the written application for review, the Plan Administrator shall submit its decision on the review in

14

writing to the claimant involved and to his representative, if any, unless the Plan Administrator determines that special circumstances (such as the need to hold a hearing) require an extension of time, to a day no later than one hundred twenty (120) days after the date of receipt of the written application for review. If the Plan Administrator determines that the extension of time is required, the Plan Administrator shall furnish to the claimant written notice of the extension before the expiration of the initial sixty (60) day period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render its decision on review. In the case of a decision adverse to the claimant, the Plan Administrator shall provide to the claimant written notice of the denial which shall include:

(a) the specific reasons for the decision;

(b) specific references to the pertinent provisions of the Plan on which the decision is based;

(c) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant's claim for benefits; and

(d) an explanation of the Plan's claim review procedures, and the time limits applicable to such procedures, including a statement of the claimant's right to bring an action under Section 502(a) of ERISA following the denial of the claim upon review.

ARTICLE 9
INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS

9.1 Anti-Alienation. No benefit which shall be payable under the Plan to any person shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void; and no such benefit shall in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any person, nor shall it be subject to attachment or legal process for, or against, such person, and the same shall not be recognized under the Plan, except to such extent as may be required by law.

9.2 Minors and Incompetents. Whenever any benefit which shall be payable under the Plan is to be paid to or for the benefit of any person who is then a minor or determined to be incompetent by qualified medical advice, the Plan Administrator need not require the appointment of a guardian or custodian, but shall be authorized to cause the same to be paid over to the person having custody of such minor or incompetent, or to cause the same to be paid to such minor or incompetent without the intervention of a guardian or custodian, or to cause the same to be paid to a legal guardian or custodian of such minor or incompetent if one has been appointed or to cause the same to be used for the benefit of such minor or incompetent.

15

9.3 Missing Participants. If the Plan Administrator cannot ascertain the whereabouts of any Participant to whom a payment is due under the Plan, the Plan Administrator may direct that the payment and all remaining payments otherwise due to the Participant be cancelled on the records of the Plan and Trust and the amount thereof applied as a forfeiture in accordance with Plan provisions except that, in the event the Participant later notifies the Plan Administrator of his whereabouts and requests the payments due to him under the Plan, the forfeited amount shall be restored either from forfeitures under the Plan or by a special contribution by the Plan Sponsor to the Plan, as determined by the Plan Administrator, in an amount equal to the payment to be paid to the Participant.

ARTICLE 10
LIMITATION OF RIGHTS

Participation in the Plan shall not give any employee any right or claim other than as unsecured general creditor of a Plan Sponsor. The adoption of the Plan and the Trust by any Plan Sponsor shall not be construed to give any employee a right to be continued in the employ of a Plan Sponsor or as interfering with the right of a Plan Sponsor to terminate the employment of any employee at any time.

ARTICLE 11
AMENDMENT TO OR TERMINATION OF THE
PLAN AND THE TRUST

11.1 Right of Primary Sponsor to Amend or Terminate. The Primary Sponsor reserves the right at any time to modify or amend or terminate the Plan or the Trust in whole or in part. No such modifications or amendments shall have the effect of reducing a Participant's vested Account prior to the effective date of such modification or amendment.

11.2 Plan Termination. The Primary Sponsor may terminate the Plan, pursuant to (a), (b), (c), or (d):

(a) The Primary Sponsor may terminate and liquidate the Plan within twelve (12) months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. ss.503(b)(1)(A), provided that the vested Accounts distributed from Plan are included in the Participants' respective gross incomes in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received):

(1) The calendar year in which the Plan termination and liquidation occurs;

(2) The first calendar year in which the Account is no longer subject to a substantial risk of forfeiture; or

(3) The first calendar year in which the payment of the vested Account is administratively practicable.

16

(b) The Primary Sponsor may terminate and liquidate the Plan pursuant to irrevocable action taken by the Primary Sponsor within the thirty (30) days preceding or the twelve (12) months following a Change in Control, provided that this Subsection will only apply to a payment under the Plan if all agreements, methods, programs, and other arrangements sponsored by the Employer Group immediately after the Change in Control with respect to which deferrals of compensation are treated as having been deferred under a single plan under Treasury Regulations Section 1.409A-1(c)(2) are terminated and liquidated with respect to each participant that experienced the Change in Control, so that under the terms of the termination and liquidation, all such participants are required to receive all amounts of compensation deferred under the terminated agreements, methods, programs, and other arrangements within twelve (12) months of the date the Employer Group irrevocably takes all necessary action to terminate and liquidate the agreements, methods, programs, and other arrangements. Solely for purposes of this Subsection (b), where the Change in Control event results from an asset purchase transaction, the applicable member of the Employer Group with the discretion to liquidate and terminate the agreements, methods, programs, and other arrangements is the member of the Employer Group that is primarily liable immediately after the transaction for the payment of the deferred compensation.

(c) The Primary Sponsor may terminate and liquidate the Plan, provided that

(1) The termination and liquidation does not occur proximate to a downturn in the financial health of any member of the Employer Group;

(2) Every member of the Employer Group terminates and liquidates all agreements, methods, programs, and other arrangements sponsored by the any member of the Employer Group that would be aggregated with any terminated and liquidated agreements, methods, programs, and other arrangements under Treasury Regulations Section 1.409A-1(c) if a Participant had deferrals of compensation under all of the agreements, methods, programs, and other arrangements that are terminated and liquidated;

(3) No payments in liquidation of the Plan are made within twelve
(12) months of the date the Primary Sponsor takes all necessary action to irrevocably terminate and liquidate the Plan other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate the Plan had not occurred;

(4) All payments are made within twenty-four (24) months of the date the Primary Sponsor takes all necessary action to irrevocably terminate and liquidate the Plan; and

(5) No member of the Employer Group adopts a new plan that would be aggregated under Treasury Regulations Section 1.409A-1(c) with any plan terminated and liquidated pursuant to this Subsection if any such plan covers any employee who was a participant in any such plan, at any time within three years

17

following the date the Primary Sponsor takes all necessary action to irrevocably terminate and liquidate the Plan.

(d) By ceasing any and all contributions to the Plan or taking any such other action to terminate the Plan as the Primary Sponsor deems appropriate, in which event the payment of Participants' vested Accounts under the Plan will be made at the time and in the form as they would otherwise have been made had the Plan not been terminated.

11.3 Plan Merger. In the case of any merger or consolidation of the Plan with, or any transfer of the assets or liabilities of the Plan to, any other plan, the terms of the merger, consolidation or transfer shall be such that each Participant would receive (in the event of termination of the Plan or its successor immediately thereafter) a benefit which is no less than the benefit which the Participant would have received in the event of termination of the Plan immediately before the merger, consolidation or transfer.

IN WITNESS WHEREOF, the Primary Sponsor has adopted this Plan effective as of the date first set forth above.

SILGAN CONTAINERS CORPORATION

By: /s/ Anthony E. Cost
    -------------------------------

Name: Anthony E. Cost
      -----------------------------

Title: V.P. Human Resources
       --------------------


FIRST AMENDMENT TO THE
SILGAN CONTAINERS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

THIS FIRST AMENDMENT is made on November 1, 2008, by SILGAN CONTAINERS CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the "Sponsoring Employer").

W I T N E S S E T H:

WHEREAS, the Sponsoring Employer maintains the Silgan Containers Corporation Supplemental Executive Retirement Plan (the "Plan"), as amended and restated effective January 1, 2007;

WHEREAS, subsequent to the adoption of the amended and restated Plan, the Sponsoring Employer adopted the amended and restated Silgan Containers Corporation Pension Plan for Salaried Employees (the "Salaried Pension Plan") effective July 1, 2008;

WHEREAS, certain definitions in the Plan refer to definitions in the Salaried Pension Plan;

WHEREAS, the Sponsoring Employer desires to amend the Plan to clarify the application of certain terms in the Salaried Pension Plan to participants in the Plan; and

WHEREAS, this amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this amendment.

NOW, THEREFORE, the Sponsoring Employer does hereby amend the Plan, effective as of July 1, 2008, as follows:

1. By deleting the existing Section 1.18 and substituting therefor the following:

"1.18 `Normal Retirement Age' means the earlier of:

(a) the attainment of at least age sixty (60) with the completion of ten
(10) or more years of Vesting Service; or

(b) the attainment of at least age sixty-five (65) with the completion of five (5) or more years of Vesting Service."

2. By deleting the existing Section 1.21 and substituting therefor the following:

"1.21 `Period of Service' means `Period of Service' as defined in the Pension Plan prior to July 1, 2008."

3. By adding the following new Section 1.34:

"1.34 `Vesting Service' means `Vesting Service' as defined in the

Pension Plan.

4. By deleting the existing Section 6.6 and substituting therefor the following:

"6.6 Vesting. A Participant shall always be fully vested in contributions made to his Deferral Contribution Account. Contributions made to a Participant's Matching Account, DISP Make-up Account, and Supplemental Pension Account shall vest according to the following schedule:

Full Years of Vesting Service           Vested Percentage
-----------------------------           -----------------
        Less than 5                             0%
         5 or more                             100%"

Except as specifically amended hereby, the Plan shall remain in full force and effect as prior to this First Amendment.

IN WITNESS WHEREOF, the Sponsoring Employer has caused this First Amendment to be executed as of the day and year first above written.

SILGAN CONTAINERS CORPORATION

By: /s/ Anthony E. Cost
   ------------------------------------

Title: Vice-President - Human Resources
       --------------------------------


Exhibit 10.5

SILGAN PLASTICS SUPPLEMENTAL
SAVINGS AND PENSION PLAN

SUPPLEMENTAL PENSION PLAN
1997 RESTATEMENT


SILGAN PLASTICS SUPPLEMENTAL
SAVINGS AND PENSION PLAN

SUPPLEMENTAL PENSION PLAN
1997 RESTATEMENT

TABLE OF CONTENTS

ARTICLE I - ESTABLISHMENT AND PURPOSE..........................................1
     1.1    History and Structure..............................................1
     1.2    Purpose............................................................1
     1.3    Type of Plan.......................................................1


ARTICLE II - DEFINITIONS.......................................................3


ARTICLE III - RETIREMENT BENEFITS..............................................3
     3.1    Limitations........................................................3
     3.2    Annual Contribution Amount.........................................4
     3.3    Supplemental Pension Formula.......................................5
     3.4    Transfer of Funds..................................................5
     3.5    Participant's Accounts.............................................5
     3.6    Vesting............................................................6


ARTICLE IV - PAYMENT OF BENEFITS...............................................7
     4.1    Form of Payment....................................................7
     4.2    Time of Payment....................................................7
     4.3    Death Benefits................................. ...................7


ARTICLE V - SOURCES OF PAYMENTS................................................9


ARTICLE VI - PLAN ADMINISTRATOR................................................9
     6.1    Plan Administrator.................................................9
     6.2    Standard of Conduct................................................9


ARTICLE VII - NONALIENATION OF BENEFITS.......................................10


ARTICLE VIII - AMENDMENT AND TERMINATION......................................10


                                       i

ARTICLE IX - GENERAL PROVISIONS...............................................10
     9.1    Plan Not a Contract of Employment.................................10
     9.2    Construction of Terms.............................................10
     9.3    Successors........................................................11
     9.4    Official Actions..................................................11
     9.5    Controlling State Law.............................................11
     9.6    Severability......................................................11
     9.7    Withholding.......................................................11

ii

SILGAN PLASTICS SUPPLEMENTAL
SAVINGS AND PENSION PLAN

SUPPLEMENTAL PENSION PLAN
1997 RESTATEMENT

ARTICLE I
ESTABLISHMENT AND PURPOSE

1.1 History and Structure. The Silgan Plastics Supplemental Savings and Pension Plan is comprised of two components: the Contributory Retirement Plan and the Supplemental Pension Plan. The Supplemental Pension Plan component of the Silgan Plastics Supplemental Savings and Pension Plan initially was adopted by an instrument dated April 29, 1996. The Plan initially was structured as a traditional defined benefit supplemental plan, which provided a retirement income benefit based on a formula for highly compensated employees whose benefit in the qualified defined benefit plan maintained by Silgan Plastics Corporation was curtailed by the limits applicable to qualified plans.

Silgan Plastics Corporation now wishes to replace the defined benefit formula with a defined contribution formula. As amended by this 1997 Restatement, the Plan provides a benefit for highly compensated employees whose benefit under the Silgan Plastics Corporation Pension Plan for Salaried Employees is curtailed by certain limitations imposed by the Internal Revenue Code on qualified plans. In general, the present value of the amount of the pension that is so curtailed will be calculated as of the end of each year; such amount will be credited to the account of the Participant; the account will be adjusted for earnings and losses; and the Participant's retirement income benefit will be determined solely by the amount credited to the account of the Participant from time to time.

The terms and conditions of the Contributory Retirement Plan component of the Silgan Plastics Supplemental Savings and Pension Plan are set forth in a separate instrument.

1.2 Purpose. The Supplemental Pension Plan is intended to provide benefits to participants in the Silgan Plastics Corporation Pension Plan For Salaried Employees (the "Pension Plan") whose benefits are curtailed by certain limitations imposed by the Internal Revenue Code on qualified plans.

1.3 Type of Plan. The Supplemental Pension Plan is intended as a nonqualified unfunded deferred compensation plan for federal income tax purposes. For purposes of the Employee Retirement Income Security Act of 1974 ("ERISA") the Supplemental Pension Plan is structured as two plans. The portion of the Supplemental Pension Plan that provides benefits based on limitations imposed by Section 415 of the Internal Revenue Code is intended to be an "excess benefit plan" as described in Section 4(b)(5) of ERISA. The portion of the Supplemental Pension Plan that provides benefits based on limitations imposed by
Section 401(a)(17) of the Internal Revenue Code is intended to be a plan described in Sections 201(2), 301(a)(3) and


401(a)(1) of ERISA providing benefits to a select group of management or highly compensated employees.

2

ARTICLE II
DEFINITIONS

2.1 (a) Unless otherwise expressly qualified by the terms or the context of this Supplemental Pension Plan, the terms used in this Supplemental Pension Plan shall have the same meanings as those terms in the Pension Plan.

(b) "Benefit Amount" shall mean the amount payable to a Participant pursuant to this Supplemental Pension Plan, which is the amount credited to the Supplemental Pension Account of a Participant from time to time in accordance with Article III.

(c) "Eligible Participant" shall mean Participants in the Pension Plan whose benefits in the Pension Plan are curtailed by the Limitations prescribed in Section 3.1.

(d) "Employer" shall mean Silgan Plastics Corporation.

(e) "Excess Compensation shall mean the Covered Compensation of a Plan Participant for a Plan Year in excess of the limitation imposed by Section 401(a)(17) of the Code on the maximum amount of compensation that may be considered under the Pension Plan for such Plan Year.

(f) "Pension Participant" shall mean a Participant in the Pension Plan.

(g) "Pension Plan" shall mean the Silgan Plastics Corporation Pension Plan for Salaried Employees, a qualified funded defined benefit pension plan.

(h) "Plan Year" shall mean the calendar year.

(i) "Silgan" shall mean Silgan Plastics Corporation.

(j) "Supplemental Savings and Pension Trust" shall mean the Silgan Plastics Corporation Supplemental Savings and Pension Trust, a Rabbi Trust that is disregarded for purposes of ERISA and is not treated as a separate taxpayer entity for federal income tax purposes.

ARTICLE III
RETIREMENT BENEFITS

3.1 Limitations.

The Supplemental Pension Plan provides a defined contribution pension benefit to compensate an Eligible Participant for the benefit that would be payable to a Pension Participant under the Pension Plan except for the application of either or both of the following limitations:

3

(a) Benefits not payable under the Pension Plan because of the limitations imposed by Section 401(a)(17) of the Code on the maximum amount of compensation that may be considered in determining the benefit payable under the Pension Plan ("Compensation Limitation") (See Section 5.1 of the Pension Plan.); and

(b) Benefits not payable under the Pension Plan because of the limitations imposed by Section 415 of the Code on the benefit of the Pension Participant ("Section 415 Limitation") (See Article VIII of the Pension Plan).

3.2 Annual Contribution Amount. As of the end of each Plan Year, the Plan Administrator shall determine the annual Supplemental Employer Contribution amount, if any, for each Eligible Participant, as follows:

(a) First, calculate the amount accrued under the Supplemental Pension Formula set forth in Section 3.3 below as of the end of the Plan Year in the form of a Single Life Annuity payable monthly beginning at age 65;

(b) Second, subtract from such monthly amount the highest such monthly benefit determined for such Participant as of the end of any previous Plan Year that resulted in a contribution to the Supplemental Pension Account of such Participant under this Plan;

(c) Third, determine the lump sum present value of such difference, if any, using the applicable mortality table and applicable interest rate prescribed in Section 417(e) of the Internal Revenue Code of 1986 in effect as of the end of such Plan Year. For this purpose the applicable interest rate stability period shall be monthly and the lookback month shall be the third full calendar month preceding the stability period.

Solely in the case of an Eligible Participant who retires while eligible for an Early Retirement Benefit under Section 5.2 of the Pension Plan, as of the Early Retirement Date of the Participant, the Plan Administrator shall determine a special Supplemental Employer Contribution amount, if any, for such Participant, as follows:

(a) First, calculate the amount accrued under the Supplemental Pension Formula set forth in Section 3.3 below as of the Early Retirement Date of the Participant in the form of a Single Life Annuity payable monthly beginning at such Early Retirement Date;

(b) Second, determine the lump sum present value of such benefit, if any, using the applicable mortality table and applicable interest rate prescribed in Section 417(e)

4

of the Internal Revenue Code of 1986 in effect as of the end of such Plan Year, using the stability period and lookback month described above;

(c) Third, subtract from such lump sum amount the lump such amount calculated pursuant to the immediately preceding paragraph (benefit beginning at age 65) as of the end of the Plan Year that immediately precedes such Early Retirement Date.

If the Early Retirement Date of a Participant coincides with the last day of a Plan Year, the special Early Retirement amount calculated above shall be in lieu of, and not in addition to, the normal annual Supplemental Employer Contribution for that Plan Year.

3.3 Supplemental Pension Formula. The monthly amount of the supplemental pension for purposes of determining the Supplemental Employer Contribution shall be an amount, payable in the form of a Single Life Annuity, equal to the excess of:

(a) the monthly retirement benefit that would have been payable to a Pension Participant under the Pension Plan without regard to the Compensation Limitation and the Section 415 Limitation; over

(b) the amount of the monthly retirement benefit that is in fact payable to such Pension Participant under the Pension Plan.

Such benefit shall be reduced by that portion of the benefit payable from any nonqualified retirement plan maintained by the Monsanto Company or Amoco (including any foreign plans) to the extent that such Monsanto or Amoco benefit duplicates the benefit determined above.

3.4 Transfer of Funds. The Employer shall transfer the Supplemental Employer Contribution amounts determined in accordance with Section 3.2 in cash to the Supplemental Savings and Pension Trust as soon as administratively feasible after such amount is calculated.

3.5 Participant's Accounts. A separate "Supplemental Pension Account" shall be established and maintained for each Participant for whom a Supplemental Employer Contribution is required to be made in accordance with Section 3.2. The Plan Administrator shall record the dollar amount of the Supplemental Employer Contribution of each Participant for each Plan Year to the Participant's Supplemental Pension Account.

The amount credited to the Supplemental Pension Accounts of Participants shall be adjusted no less frequently than annually by the Plan Administrator to reflect earnings, losses, distributions, investment transfers and any other transactions attributable to the investment in the Supplemental Savings and Pension Trust of the amounts allocated to the Accounts of each Participant. The Plan Administrator shall establish such accounting and recordkeeping rules and procedures as are reasonable in the circumstances (such as the nature of the Trust investments) as it in its discretion shall determine; provided that such rules and procedures shall be applied

5

uniformly to Participants in similar circumstances. A date as of which the Accounts of Participants are so adjusted is referred to in this Plan as an "Accounting Date."

The amount credited to the Accounts of a Participant from time to time as of the most recent Accounting Date shall constitute the Benefit Amount of the Participant at such time.

3.6 Vesting. The Supplemental Pension Amount of a Participant shall be vested at the same rate as the Participant's benefit is vested in the Pension Plan.

6

ARTICLE IV
PAYMENT OF BENEFITS

4.1 Form of Payment. The normal form of benefit of the Benefit Amount under this Supplemental Pension Plan shall be a single lump sum payment.

A Participant may elect to receive his or her Benefit Amount in annual installments not to exceed ten years. The amount of each installment payment shall be determined under the declining balance accounting method. For example, a five year installment payout would be paid as follows: 1/5 of the Benefit Amount in the first year; 1/4 of the remaining Benefit Amount in the second year; 1/3 of the remaining Benefit Amount in the third year; 1/2 of the remaining Benefit Amount in the fourth year; and the balance of the remaining Benefit Amount in the fifth year.

An election to take installment payments shall be made in writing, in a form prescribed by the Plan Administrator, not later than six months before payment is to commence in accordance with Section 4.2 of this Supplemental Pension Plan. Such an election shall be irrevocable.

4.2 Time of Payment. Payment(s) of the Benefit Amount of a Participant normally shall commence as soon as administratively feasible after Termination of Employment of the Participant.

A Participant may elect to defer receipt of a lump sum payment, or to defer commencement of installment payments, until after the end of the first, second, third, fourth or fifth calendar year beginning after his of her Termination of Employment, or until the Participant attains sixty-five years of age; provided that, the installment payment period can never extend more than ten years following Termination of Employment. For example, the installment payout period of a Participant who elected to defer the commencement of installment payments for four years could not exceed six years.

An election to defer the payment of benefits shall be made in writing, in a form prescribed by the Plan Administrator, not later than six months before payment would normally commence in accordance with this Section. Such an election shall be irrevocable.

4.3 Death Benefits. Each Participant entitled to a Benefit Amount under this Supplemental Pension Plan shall be entitled to a death benefit equal to the entire Benefit Amount of the Participant, whether or not vested. Such benefit shall be payable to the Beneficiary of the Participant in a single lump sum as soon as administratively feasible after the death of the Participant.

Each Participant may designate a Beneficiary or Beneficiaries (contingently, consecutively, or successively) of a death benefit and, from time to time, may change his or her designated Beneficiary. A Beneficiary may be a trust. A beneficiary designation shall be made

7

in writing in a form prescribed by the Plan Administrator and delivered to the Plan Administrator while the Participant is alive. If there is no designated Beneficiary surviving at the death of a Participant, payment of any death benefit of the Participant shall be made to the persons and in the proportions which any death benefit under the CIP Plan is or would be payable.

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ARTICLE V
SOURCES OF PAYMENTS

Benefits payable under this Supplemental Pension Plan shall be paid by the Employer of each Eligible Participant out of its general assets (except as provided below with respect to a Rabbi Trust). Obligations to pay benefits due Eligible Participants under the Supplemental Pension Plan shall be the primary obligation of the Employer. An Eligible Participant shall not have any rights with respect to benefits from the Employer under the Supplemental Pension Plan other than the unsecured right to receive payments from the Employer. The Benefit Amount, as described in Section 3.5, defines the amount payable by the Employer to a Participant under this Supplemental Pension Plan.

Except for the obligation to contribute amounts to the Supplemental Savings and Pension Trust, an Employer shall not be obligated to set aside, earmark or escrow any funds or other assets to satisfy its obligation under this Supplemental Pension Plan. Any benefit payable in accordance with the terms of this Supplemental Pension Plan shall not be represented by a note or any evidence of indebtedness other than the promises contained in this Supplemental Pension Plan and the right to receive payments from the Supplemental Savings and Pension Trust.

The Supplemental Savings and Pension Trust, and any other trust established by the Employer to assist the Employer in meeting its obligations under this Plan, shall conform in substance to the terms of the model trust described in Revenue Procedure 92-64 with respect to the claim of Participants to assets of the Employer and such trust. Payment from the Rabbi Trust of amounts due under the terms of this Supplemental Pension Plan shall satisfy the obligation of the Employer to make such payment out of its general assets. In no event shall any Eligible Participant be entitled to receive payment of an amount from the general assets of the Employer that the Eligible Participant received from the Rabbi Trust.

ARTICLE VI
PLAN ADMINISTRATOR

6.1 Plan Administrator. The Supplemental Pension Plan shall be administered by the person or Committee appointed by Silgan Plastics Corporation to be Plan Administrator of the Pension Plan. The Plan Administrator so appointed shall have all of the authority, rights and duties to administer the Supplemental Pension Plan as is assigned to the Plan Administrator of the Pension Plan. The Plan Administrator may adopt such rules as it may deem necessary, desirable and appropriate to administer the Supplemental Pension Plan. Except as provided in the Rabbi Trust, the decisions of the Plan Administrator, including but not limited to interpretations and determinations of amounts due under this Supplemental Pension Plan, shall be final and binding on all parties.

6.2 Standard of Conduct. The Plan Administrator shall perform its duties as the Plan Administrator and in its sole discretion shall determine what is appropriate in light of the reason

9

and purpose for which the Supplemental Pension Plan is established and maintained. Except as provided in the Rabbi Trust, the interpretation of all plan provisions and the determination of whether a Participant or Beneficiary is entitled to any benefit pursuant to the terms of the Supplemental Pension Plan, shall be exercised by the Plan Administrator in its sole discretion.

Any Employer that adopts and maintains this Supplemental Pension Plan hereby consents to actions of the Plan Administrator made in its sole discretion.

ARTICLE VII
NONALIENATION OF BENEFITS

Except as may be required by the federal income tax withholding provisions of the Code or by the tax laws of any State, the interests of Eligible Participants and their beneficiaries under this Supplemental Pension Plan are not subject to the claims of their creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt by an Eligible Participant, his beneficiary, or any other person to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. The Employer may cancel and refuse to pay any portion of a benefit which is sold, transferred, alienated, assigned, pledged, anticipated or encumbered.

ARTICLE VIII
AMENDMENT AND TERMINATION

Silgan Plastics Corporation reserves the right to amend, alter or discontinue this Supplemental Pension Plan at any time; provided that no such amendment may eliminate or diminish the benefit to which any Eligible Participant would have been entitled under this Plan if such Participant had incurred a Termination of Employment immediately before the adoption of such amendment. Such action may be taken by any officer of Silgan who has been duly authorized by the Board of Directors of Silgan to perform acts of such kind. In the event no officer of Silgan has been duly authorized, the Vice President, Administration and Human Resources, of Silgan may take any such action.

ARTICLE IX
GENERAL PROVISIONS

9.1 Plan Not a Contract of Employment. This Supplemental Pension Plan does not constitute a contract of employment, and participation in the Supplemental Pension Plan will not give any Eligible Participant the right to be retained in the employment of any of the Employers.

9.2 Construction of Terms. Words of gender shall include persons and entities of

10

any gender, the plural shall include the singular, and the singular shall include the plural. Section headings exist for reference purposes only, and shall not be construed as part of the Supplemental Pension Plan.

9.3 Successors. The provisions of this Supplemental Pension Plan shall be binding upon the Employers and their successors and assigns and upon every Eligible Participant and his heirs, beneficiaries, estates and legal representatives.

9.4 Official Actions. Any action required or permitted to be taken by Silgan Plastics Corporation pursuant to the Supplemental Pension Plan may be performed by the Vice President, Administration and Human Resources, or by any other officer or committee of Silgan which has been duly authorized by the Board of Directors to take actions of that kind.

9.5 Controlling State Law. To the extent not superseded by the laws of the United States, the laws of the State of Missouri shall be controlling in all matters relating to this Supplemental Pension Plan.

9.6 Severability. In case any provision of this Supplemental Pension Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Supplemental Pension Plan, and the Supplemental Pension Plan shall be construed and enforced as if such illegal and invalid provisions had never been set forth.

9.7 Withholding. The Employer shall withhold from amounts due under this Supplemental Pension Plan, the amount necessary to enable the Employer to remit to the appropriate government entity or entities on behalf of the Eligible Participant as may be required by the federal income tax withholding provisions of the Code, by an applicable state's income tax, or by an applicable city, county or municipality's earnings or income tax act. The Employer shall withhold from the payroll of, or collect from, an Eligible Participant the amount necessary to remit on behalf of the Eligible Participant any FICA taxes which may be required with respect to amounts accrued by an Eligible Participant hereunder, as determined by the Employer.

IN WITNESS WHEREOF, Silgan Plastics Corporation has adopted the foregoing instrument this 12 day of February, 1997.

SILGAN PLASTICS CORPORATION

By: /s/ Howard H. Cole
    ----------------------------------------

Title: Vice President HR & Adm
       -------------------------------------

11

FIRST AMENDMENT
SILGAN PLASTICS SUPPLEMENTAL
SAVINGS AND PENSION PLAN
1997 RESTATEMENT

The Silgan Plastics Supplemental Savings and Pension Plan (the "Plan") was initially adopted effective April 29, 1996. The Plan has been amended from time to time, most recently in the form of the 1997 Restatement.

Silgan Plastics Corporation now wishes to amend the 1997 Restatement to provide a special rule for calculating the Annual Contribution Amount for the 2001 Plan Year.

NOW, THEREFORE, effective January 1, 2002, Section 3.2 of the Plan is hereby amended to read in its entirety as follows:

3.2 Annual Contribution Amount. As of the end of each Plan Year, the Plan Administrator shall determine the annual Supplemental Employer Contribution amount, if any, for each Eligible Participant, as follows:

(a) First, calculate the amount accrued under the Supplemental Pension Formula set forth in Section 3.3 below as of the end of the Plan Year in the form of a Single Life Annuity payable monthly beginning at age 65; provided that, for the Plan Year ending December 31, 2001, such calculation shall be based on the Compensation Limitation in effect as of January 1, 2002 ($200,000 for all computation years);

(b) Second, subtract from such monthly amount the highest such monthly benefit determined for such Participant as of the end of any previous Plan Year that resulted in a contribution to the Supplemental Pension Account of such Participant under this Plan;

(c) Third, determine the lump sum present value of such difference, if any, using the applicable mortality table and applicable interest rate prescribed in Section 417(e) of the Internal Revenue Code of 1986 in effect as of the end of such Plan Year. For this purpose the applicable interest rate stability period shall be monthly and the lookback month shall be the third full calendar month preceding the stability period.

Solely in the case of an Eligible Participant who retires while eligible for an Early Retirement Benefit under Section 5.2 of the Pension Plan, as of the Early Retirement Date of the Participant, the Plan Administrator shall determine a special Supplemental Employer Contribution amount, if any, for such Participant, as follows:

(a) First, calculate the amount accrued under the Supplemental Pension Formula set forth in Section 3.3 below as of the Early Retirement Date of the Participant in the


Silgan Plastics Corporation First Amendment Supplemental Savings and Pension Plan 1997 Restatement


form of a Single Life Annuity payable monthly beginning at such Early Retirement Date;

(b) Second, determine the lump sum present value of such benefit, if any, using the applicable mortality table and applicable interest rate prescribed in Section 417(e) of the Internal Revenue Code of 1986 in effect as of the end of such Plan Year, using the stability period and lookback month described above;

(c) Third, subtract from such lump sum amount the lump present value calculated pursuant to the immediately preceding subparagraph of the amount accrued under the Supplemental Pension Formula set forth in
Section 3.3 below, in the form of a Single Life Annuity payable monthly beginning at age 65, as of January 1 following of the end of the Plan Year that immediately precedes such Early Retirement Date.

If the Early Retirement Date of a Participant coincides with the last day of a Plan Year, the special Early Retirement amount calculated above shall be in lieu of, and not in addition to, the normal annual Supplemental Employer Contribution for that Plan Year.

IN WITNESS WHEREOF, Silgan Plastics Corporation has adopted this First Amendment this 4 day of December, 2001.

SILGAN PLASTICS CORPORATION

By:  /s/ H.H. Cole
     -------------------------------------------------
     Howard H. Cole
     Vice President-Human Resources and Administration


SECOND AMENDMENT
SILGAN PLASTICS SUPPLEMENTAL
SAVINGS AND PENSION PLAN
1997 RESTATEMENT

The Silgan Plastics Supplemental Savings and Pension Plan (the "Plan") was initially adopted effective April 29, 1996. The Plan has been amended from time to time, most recently in the form of the 1997 Restatement and a First Amendment to such Restatement.

Silgan Plastics Corporation now wishes to amend the 1997 Restatement further to change the interest rate for computing benefit accruals.

NOW, THEREFORE, effective January 1, 2003, Section 3.2 of the Plan is hereby amended to read in its entirety as follows:

3.2 Annual Contribution Amount. As of the end of each Plan Year, the Plan Administrator shall determine the annual Supplemental Employer Contribution amount, if any, for each Eligible Participant, as follows:

(a) First, calculate the amount accrued under the Supplemental Pension Formula set forth in Section 3.3 below as of the end of the Plan Year in the form of a Single Life Annuity payable monthly beginning at age 65;

(b) Second, subtract from such monthly amount the highest such monthly benefit determined for such Participant as of the end of any previous Plan Year that resulted in a contribution to the Supplemental Pension Account of such Participant under this Plan;

(c) Third, determine the lump sum present value of such difference, if any, using the applicable mortality table prescribed in Section 417(e) of the Internal Revenue Code of 1986 in effect as of the end of such Plan Year and an interest rate of 8%.

Solely in the case of an Eligible Participant who retires while eligible for an Early Retirement Benefit under Section 5.2 of the Pension Plan, as of the Early Retirement Date of the Participant, the Plan Administrator shall determine a special Supplemental Employer Contribution amount, if any, for such Participant, as follows:

(a) First, calculate the amount accrued under the Supplemental Pension Formula set forth in Section 3.3 below as of the Early Retirement Date of the Participant in the form of a Single Life Annuity payable monthly beginning at such Early Retirement Date;


Silgan Plastics Corporation Second Amendment Supplemental Savings and Pension Plan 1997 Restatement


(b) Second, determine the lump sum present value of such benefit, if any, using the applicable mortality table prescribed in Section 417(e) of the Internal Revenue Code of 1986 in effect as of the end of such Plan Year and an interest rate of 8%;

(c) Third, subtract from such lump sum amount the lump present value calculated pursuant to the immediately preceding subparagraph of the amount accrued under the Supplemental Pension Formula set forth in
Section 3.3 below, in the form of a Single Life Annuity payable monthly beginning at age 65, as of January 1 following of the end of the Plan Year that immediately precedes such Early Retirement Date.

If the Early Retirement Date of a Participant coincides with the last day of a Plan Year, the special Early Retirement amount calculated above shall be in lieu of, and not in addition to, the normal annual Supplemental Employer Contribution for that Plan Year.

IN WITNESS WHEREOF, Silgan Plastics Corporation has adopted this Second Amendment this 11th day of December, 2003.

SILGAN PLASTICS CORPORATION

By:   /s/ H.H. Cole
      -------------------------------------------------
      Howard H. Cole
      Vice President-Human Resources and Administration


SILGAN PLASTICS SUPPLEMENTAL

SAVINGS AND PENSION PLAN

CONTRIBUTORY RETIREMENT PLAN

2008 Restatement

1

SILGAN PLASTICS SUPPLEMENTAL
SAVINGS AND PENSION PLAN

CONTRIBUTORY RETIREMENT PLAN

ARTICLE I
ESTABLISHMENT AND PURPOSE

1.1 History and Structure. The Silgan Plastics Supplemental Savings and Pension Plan was comprised of two components: the Contributory Retirement Plan and the Supplemental Pension Plan. The Contributory Retirement Plan was established in April, 1995. The Plan was amended from time to time, most recently in the form of a 2000 Restatement.

The account balances in the plan were frozen as of December 31, 2004, except for adjustments for earning and losses, because of ss.409A of the Internal Revenue Code enacted by the American Jobs Creation Act of 2004. Contributions after 2004 were credited to separate accounts designed to comply with ss.409A. This 2008 Restatement governs payment of amounts credited to such separate accounts.

1.2 Purpose. This Contributory Retirement Plan is intended to provide benefits to employees whose participation in the qualified Silgan Plastics Corporation Compensation Investment Plan (the "CIP Plan") is limited because of certain discrimination rules and limitations imposed by the Internal Revenue Code on qualified plans.

1.3 Type of Plan. For federal income tax purposes, the 2005 Silgan Plastics Supplemental Savings and Pension Plan, including this Contributory Retirement Plan component, is intended to be a nonqualified unfunded deferred compensation plan. For purposes of the Employee Retirement Income Security Act of 1974 ("ERISA") the Plan is intended to be a plan described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA providing benefits to a select group of management or highly compensated employees.

1.4 Eligible Participants. This Contributory Retirement Plan provides benefits to those individuals who are actively employed by Silgan Plastics Corporation and whose participation in the CIP Plan is limited because the Employee is a participant in the Silgan Plastics Corporation Management Incentive Plan.

1.5 Effect of Restatement. This 2008 Restatement is effective January 1, 2008, except as otherwise explicitly provided in this document.

The Contributory Retirement Plan as in effect on October 3, 2004, without regard to this amendment and restatement, is referred to herein as the Prior Plan. Each Participant's Accounts as of December 31, 2004, without regard to any credits for contributions or transfers as described in Sections 4.1 and 4.2 thereafter, but as adjusted for earnings or losses in accordance with Section 4.8 from time to time, are referred to as the Grandfathered Accounts. Payment of benefits credited to Grandfathered Accounts shall be governed by the Prior Plan.

2

Contributions or transfers as described in Sections 4.1 and 4.2 for periods on and after January 1, 2005, as adjusted for earnings or losses in accordance with Section 4.8, are credited to separate accounts. Payment of amounts during the period after 2004 and before 2008 that were credited to such non-grandfathered accounts were administered in accordance with a good faith interpretation of ss.409A, as documented in part in interim plan documents, plan summaries and administration forms.

On and after January 1, 2008, payment of amounts credited to such non-grandfathered accounts shall be governed by this 2008 Restatement, as amended from time to time.

ARTICLE II
DEFINITIONS

2.1 (a) Unless otherwise expressly defined by the terms or the context of this Contributory Retirement Plan, the terms used in this Contributory Retirement Plan shall have the same meanings as those terms in the CIP Plan.

(b) "Accounting Date" is defined in Section 4.8.

(c) "Benefit Amount" shall mean the amount payable to a Participant pursuant to this Contributory Retirement Plan, which is the amount credited to the account of a Participant from time to time in accordance with Article IV.

(d) "Contributory Retirement Trust" shall mean the Contributory Retirement Trust, which is a component of the Silgan Plastics Supplemental Savings and Pension Trust, a Rabbi Trust that is disregarded for purposes of ERISA and is not treated as a separate taxpayer entity for federal income tax purposes.

(e) "Covered Compensation" shall mean Compensation of the Participant as defined in the CIP Plan paid by an Employer or an Affiliate, but without regard to the Section 401(a)(17) limit.

(f) "Eligible Employee" shall mean an Employee first hired by the Employer prior to January 1, 2008 who is actively employed by Silgan Plastics Corporation and whose participation in the CIP Plan is limited because the Employee is a participant in the Silgan Plastics Corporation Management Incentive Plan.

(g) "Employer" shall mean Silgan Plastics Corporation and any successor thereto or business that assumes the obligations of such corporation or business.

(h) "Fund" or "Funds" means the investments that determine the gain or loss allocable to each Account described in Section 4.4.

(i) "Grandfathered Account" shall mean the Account of a Participant as of December 31, 2004, without regard to any credits for contributions or transfers as described in Sections 4.1 and 4.2 thereafter, but as adjusted for earnings or losses in accordance with Section 4.8 from time to time.

3

(j) "Specified Employee" shall mean a key employee (as defined in section Code 416(i) without regard to paragraph (5) thereof) of the Employer or entity or organization that would be considered a single employer with the Employer pursuant to Code ss.ss.414(b) of 414(c), any stock of which is publicly traded on an established securities market or otherwise. A Participant is a key employee if the Participant meets the requirements of Code ss.416(i)(1)(A)(i),
(ii) or (iii) (applied in accordance with the regulations thereunder and disregarding Code ss.416(i)(5)) at any time during the 12 month period ending each December 31. If a Participant is a key employee at any time during the 12-month period ending on such December 31, the Participant is treated as a Specified Employee for the 12-month period beginning on the following April 1. Whether any stock is publicly traded on an established securities market or otherwise must be determined as of the date of the Participant's Termination of Employment.

(k) "Termination of Employment" shall mean termination of employment from the Employer and its Affiliates (generally 50% common control with the Employer), as defined in IRS regulations under Section 409A of the Code (generally, a decrease in the performance of services to no more than 20% of the average for the preceding 36-month period, and disregarding leave of absences up to six months where there is a reasonable expectation the Employee will return).

ARTICLE III
PARTICIPATION

An Employee who is or was an Eligible Employee shall be a Participant in this Contributory Retirement Plan for each calendar year after the effective date of the Plan during which such Employee became an Eligible Employee and each subsequent calendar year.

ARTICLE IV
RETIREMENT SAVINGS BENEFITS

4.1 Employee Contributions. Each Participant may elect to contribute to this Contributory Retirement Plan for a calendar year through payroll withholding an amount (expressed in whole percentages of Covered Compensation) up to 10% of Covered Compensation.

The election must be delivered to the Plan Administrator in writing before the beginning of the calendar year during which the services for which such Covered Compensation is paid are performed. The election for each calendar year shall be irrevocable for the calendar year as of the beginning of such year and shall apply to all Covered Compensation for services rendered in such year; except that a Participant may cancel a deferral election because of a hardship distribution from a cash or deferred profit sharing plan that is qualified under
Section 401(k) of the Internal Revenue Code. If an election is canceled because of a hardship distribution, any later deferral election shall be subject to the provisions governing initial deferral elections.

If an individual becomes an Eligible Employee on a date other than the first day of a calendar year and such individual has not at any time been eligible to participate in any other elective account balance nonqualified deferred compensation arrangement (determined pursuant

4

to Code ss.409A) of the Employer or any other entity or organization with which the Employer would be considered to be a single employer pursuant to Code ss.ss.414(b) or 414(c), the election may be completed within 30 days of the Eligible Employee's initial eligibility date. In no event shall a Participant be permitted to defer Covered Compensation with respect to services performed before the date on which the election is signed by the Participant and accepted by the Plan Administrator.

An election made pursuant to this Section must be in writing and in a form acceptable to the Plan Administrator. The Plan Administrator, in its discretion, may prescribe appropriate election rules and procedures; provided that elections for a calendar year must be made not later than the last day of the preceding calendar year, except as permitted by IRS regulations under Section 409A of the Internal Revenue Code. At the time of the deferral election, each employee must also select the distribution method in accordance with Article V.

4.2 Company Matching Credits. The Employer shall credit a matching amount for each Participant under this Contributory Retirement Plan equal to 50% the Participant's Covered Compensation contributed by the Participant through payroll withholding in accordance with Section 4.1.

In addition to such matching contributions, the Employer shall credit contributions made pursuant to the Supplemental Pension Plan for Participants entitled to a contribution in accordance with the terms of such Plan.

4.3 Transfer of Funds. The Employer shall transfer the Employee Contributions made in accordance with Section 4.1 in cash to the Contributory Retirement Trust as soon as administratively feasible after the amount is withheld from payroll, but no less frequently than quarterly; and the Employer shall transfer the Company Matching Credits made in accordance with Section 4.2 on behalf of each Participant in cash to the Contributory Retirement Trust as soon as administratively feasible, but no less frequently than annually.

4.4 Participant's Accounts. A separate "Grandfathered Account", a separate "Salary Reduction Account" and a separate "Company Account" shall be established and maintained for each Participant (collectively, the "Accounts"). The Grandfathered Account will reflect the Benefit Amount as determined under the Prior Plan, with investment earnings credited thereon. After December 31, 2004, the Plan Administrator shall credit the dollar amount of the salary reduction Employee Contribution of each Participant for each calendar year to the Participant's Salary Reduction Account; and the amount of Matching Contributions and contributions pursuant to the Supplemental Pension Plan for each Participant for each calendar year to the Participant's Company Account.

4.5 Directed Investments. Each Participant shall be entitled to direct the manner in which the amount credited to his or her Accounts is invested among the Funds that are available for Participant directed investments, which Funds shall be determined by the Plan Administrator in its sole discretion from time to time. The Plan Administrator may designate different Funds for different Participants or classes of Participants. The Plan Administrator reserves the right to change any investment options that may be established pursuant to this Section, including the right to eliminate particular Funds.

5

Such investments shall remain the property of the Employer until paid to the Participant pursuant to the provisions of this Plan or transferred to a trust as described in Article VI. The performance of such investments shall determine the amount payable to each Participant under this Plan from time to time.

Each Participant shall direct the investment of all amounts credited to each of his or her Deferral Accounts in any one or a combination of such Funds. A Participant may direct the investment of a portion of the balance credited to the Accounts in one Fund and the remaining portion in another Fund in accordance with procedures established by the Plan Administrator.

An investment direction shall specify the particular Fund or Funds in which new contributions credited to the Accounts of a Participant shall be invested. A Participant also may change his or her investment directions for existing Funds in accordance with procedures established by the Plan Administrator.

Investment directions by a Participant shall cover the full amount credited to his Accounts. The Employer shall have no responsibility for the investment of amounts credited to the Accounts. Expenses directly allocable to execution of directed investment transactions and administration with respect to the Accounts may be charged to such account.

4.6 Investment Direction Procedures. The Plan Administrator in its sole discretion may establish conditions, rules and procedures for directing investments by Participants, including, but not limited to, limits on the time and frequency of changing investment directions. The Plan Administrator in its sole discretion also may establish "black-out" periods, when specified changes are not permitted, to facilitate changes in the available Funds or the recordkeeping system. Such conditions, rules and procedures shall be disseminated in a manner reasonably determined to be available to all affected Participants in a reasonable time before the effective date of such condition, rule or procedure.

4.7 Vesting. The amount credited from time to time to the Salary Reduction Account of a Participant shall be fully vested and nonforfeitable. The amount credited from time to time to the Company Account of a Participant shall be vested at the same rate as "Employer Matching Contributions" are vested in the CIP Plan.

Payment to a Participant of the vested portion of his or her Benefit Amount shall constitute payment in full of the entire benefit or amount due the Participant under this Contributory Retirement Plan.

4.8 Adjustment to Accounts. The amount allocated to the Accounts of Participants shall be adjusted no less frequently than annually by the Plan Administrator to reflect earnings, losses, distributions, investment transfers and any other transactions attributable to the investment in the Contributory Retirement Trust of the amounts allocated to the Accounts of each Participant. The Plan Administrator shall establish such accounting and recordkeeping rules and procedures as are reasonable in the circumstances (such as the nature of the Trust investments) as it in its discretion shall determine; provided that such rules and procedures shall be applied uniformly to Participants in similar circumstances. A date as of which the Accounts of Participants are so adjusted is referred to in this Plan as an "Accounting Date."

6

The amount credited to the Accounts of a Participant from time to time as of the most recent Accounting Date shall constitute the Benefit Amount of the Participant at such time.

ARTICLE V
PAYMENT OF BENEFITS

5.1 Time and Form of Payment. The Benefit Amount of a Participant normally shall become payable on the Termination of Employment of the Participant in the form of a lump sum distribution.

Notwithstanding anything to the contrary in this Plan, no portion of the Benefit Amount may be paid to a Specified Employee until six months after Termination of Employment of the Participant, or, if earlier, the date of death of the Participant.

A Participant may elect to defer receipt of a lump sum payment until the sixth or any later January after his of her Termination of Employment that occurs before the Participant attains sixty-five years of age.

A Participant may elect to receive deferred installment payments over a period of up to ten years beginning in the sixth January or any later January after his of her Termination of Employment. The installment payment period can never extend more than fifteen years following Termination of Employment. For example, the installment payout period of a Participant who elected to defer the commencement of installment payments for ten years could not exceed five years. The amount of each installment payment shall be determined under the declining balance accounting method. For example, a five year installment payout would be paid as follows: 1/5 of the Installment Amount in the first year; 1/4 of the remaining Installment Amount in the second year; 1/3 of the remaining Installment Amount in the third year; 1/2 of the remaining Installment Amount in the fourth year; and the balance of the remaining Installment Amount in the fifth year.

Each Participant's Account (other than the Grandfathered Account) shall be bifurcated into separate halves for purposes of such deferral elections. A Participant may elect installment payments with respect to each half of the Participant's Account independently of the election, if any, with respect to the other half.

An election to defer the payment of a lump sum or to take deferred installment payments shall be made in writing, in a form prescribed by the Plan Administrator, not later than twelve months before payment is otherwise scheduled to commence in accordance with this Section. Any such election may be revoked until twelve months before a payment is to commence. In addition, any election or revocation will have no effect until twelve months after the date such election or revocation is made. For the purposes of subsequent changes in the time and form of payment under Section 409A of the Code, the right to the series of installment payments shall be treated as the right to a single payment.

5.2 Actual Date of Payment. An amount payable on a date specified in
Section 5.1 shall be paid as soon as administratively feasible after such date; but no later than the later of

7

(a) the end of the calendar year in which the specified date occurs; or (b) the 15th day of the third calendar month following such specified date and the Participant (or Beneficiary) is not permitted to designate the taxable year of the payment. The payment date may be postponed further if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant (or Beneficiary), and the payment is made in the first calendar year in which the calculation of the amount of the payment is administratively practicable.

The Benefit Amount due the Participant shall be the balance credited to the Account of the Participant on the actual date of payment.

5.3 Death Benefits. Each Participant entitled to a Benefit Amount under this Contributory Retirement Plan shall be entitled to a death benefit equal to the entire Benefit Amount of the Participant, whether or not vested. Such benefit shall be payable to the Beneficiary of the Participant in a single lump sum as soon as administratively feasible after the death of the Participant.

Each Participant may designate a Beneficiary or Beneficiaries (contingently, consecutively, or successively) of a death benefit and, from time to time, may change his or her designated Beneficiary. A Beneficiary may be a trust. A beneficiary designation shall be made in writing in a form prescribed by the Plan Administrator and delivered to the Plan Administrator while the Participant is alive. If there is no designated Beneficiary surviving at the death of a Participant, payment of any death benefit of the Participant shall be made to the persons and in the proportions which any death benefit under the CIP Plan is or would be payable.

5.4 Grandfathered Account. Payment of amounts credited to the Grandfathered Account of a Participant shall be made under the terms of the Prior Plan, attached hereto as an appendix.

ARTICLE VI
SOURCES OF PAYMENTS

Benefits payable under this Contributory Retirement Plan shall be paid by the Employer out of its general assets (except as provided below with respect to the Contributory Retirement Trust). Obligations to pay benefits due Participants under this Contributory Retirement Plan shall be the primary obligation of the Employer. A Participant shall not have any rights with respect to payment of benefits from the Employer under this Contributory Retirement Plan other than the unsecured right to receive payments from the Employer. The Benefit Amount, as described in Section 4.4, defines the amount payable by the Employer to a Participant under this Contributory Retirement Plan.

Except for the obligation to contribute amounts to the Contributory Retirement Trust, an Employer shall not be obligated to set aside, earmark or escrow any funds or other assets to satisfy its obligation under this Contributory Retirement Plan. Any benefit payable in accordance with the terms of this Contributory Retirement Plan shall not be represented by a

8

note or any evidence of indebtedness other than the promises contained in this Contributory Retirement Plan and the right to receive payments from the Contributory Retirement Trust.

The Contributory Retirement Trust, and any other trust established by an Employer to assist the Employer in meeting its obligations under this Plan, shall conform in substance to the terms of the model trust described in Revenue Procedure 92-64 with respect to the claim of Participants to assets of the Employer and such trust. Payment from the Contributory Retirement Trust of amounts due under the terms of this Contributory Retirement Plan shall satisfy the obligation of the Employer to make such payment out of its general assets. In no event shall any Participant be entitled to receive payment of an amount from the general assets of an Employer that the Participant received from the Contributory Retirement Trust.

ARTICLE VII
PLAN ADMINISTRATOR

7.1 Plan Administrator. This Contributory Retirement Plan shall be administered by a person or committee appointed by the Employer as Plan Administrator. The Plan Administrator so appointed shall have all of the authority, rights and duties to administer this Contributory Retirement Plan as is assigned to the Plan Administrator of the CIP Plan. The Plan Administrator may adopt such rules as it may deem necessary, desirable and appropriate to administer this Contributory Retirement Plan. The decisions of the Plan Administrator, including but not limited to interpretations and determinations of amounts due under this Contributory Retirement Plan, shall be final and binding on all parties.

7.2 Standard of Conduct. The Plan Administrator shall perform its duties as the Plan Administrator and in its sole discretion shall determine what is appropriate in light of the reason and purpose for which this Contributory Retirement Plan is established and maintained. The interpretation of all plan provisions and the determination of whether a Participant or Beneficiary is entitled to any benefit pursuant to the terms of this Contributory Retirement Plan, shall be exercised by the Plan Administrator.

ARTICLE VIII
NONALIENATION OF BENEFITS

Except as may be required by the federal income tax withholding provisions of the Code or by the laws of any State, the interests of Participants and their Beneficiaries under this Contributory Retirement Plan are not subject to the claims of their creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt by a Participant or his Beneficiary to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. The Employer may cancel and refuse to pay any portion of a benefit which is sold, transferred, alienated, assigned, pledged, anticipated or encumbered.

Distribution pursuant to a domestic relations order of all or any portion of the Participant's vested Benefit Amount may be paid to an Alternate Payee (as defined in Section 414(p) of the Code) who is a former spouse in an amount specified in such domestic relations

9

order in a lump-sum cash payment as soon as administratively feasible after the Plan Administrator determines that the order is a domestic relations order (as defined in Section 414(p)(1)(B) of the Code).

ARTICLE IX
AMENDMENT AND TERMINATION

Silgan Plastics Corporation reserves the right to amend, alter or discontinue this Contributory Retirement Plan at any time; provided that, no such amendment may reduce the entitlement of a Participant to payment of the Benefit Amount of the Participant determined as of the time of such amendment. Such action may be taken by the Silgan Plastics Corporation Employee Benefits Committee, or any other officer of Silgan Plastics Corporation who has been duly authorized by its Board of Directors to perform acts of such kind.

ARTICLE X
GENERAL PROVISIONS

10.1 Plan Not a Contract of Employment. This Contributory Retirement Plan does not constitute a contract of employment, and participation in this Contributory Retirement Plan will not give any Participant the right to be retained in the employment of any of the Employer. The right of a Participant to payment of a Benefit Amount pursuant to this Contributory Retirement Plan is intended as a supplemental component of the overall employment agreement between the Employer and the Participant.

10.2 Successors. The provisions of this Contributory Retirement Plan shall be binding upon the Employer and its successors and assigns and upon every Participant and his heirs, beneficiaries, estates and legal representatives.

10.3 Official Actions. Any action required to be taken by the Board of Directors of Silgan Plastics Corporation pursuant to this Contributory Retirement Plan may be performed by any person or persons, including a committee, to which the Board of Directors of Silgan Plastics Corporation delegates the authority to take actions of that kind. Whenever under the terms of this Contributory Retirement Plan an entity corporation is permitted or required to take some action. Such action may be taken by an officer of the corporation who has been duly authorized by the Board of Directors of such corporation to take actions of that kind.

10.4 Controlling State Law. To the extent not superseded by the laws of the United States, the laws of the State of Missouri shall be controlling in all matters relating to this Contributory Retirement Plan.

10.5 Severability. In case any provision of this Contributory Retirement Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this Contributory Retirement Plan, and this Contributory Retirement Plan shall be construed and enforced as if such illegal and invalid provisions had never been set forth.

10

10.6 Withholding. The Employer shall withhold from amounts due under this Contributory Retirement Plan, the amount necessary to enable the Employer to remit to the appropriate government entity or entities on behalf of the Participant as may be required by the federal income tax withholding provisions of the Code, by an applicable state's income tax, or by an applicable city, county or municipality's earnings or income tax act. The Employer shall withhold from the payroll of, or collect from, a Participant the amount necessary to remit on behalf of the Participant any FICA taxes which may be required with respect to amounts accrued by a Participant hereunder, as determined by the Employer.

10.7 Rules of Construction. The terms and provisions of this Plan shall be construed according to the principles, and in the priority, as follows: first, in accordance with the meaning under, and which will bring the Plan into conformity with, section 409A of the Code; and secondly, in accordance with the laws of the State of Missouri. The Plan shall be deemed to contain the provisions necessary to comply with such laws. If any provision of this Plan shall be held illegal or invalid, the remaining provisions of this Plan shall be construed as if such provision had never been included. Wherever applicable, the masculine pronoun as used herein shall include the feminine, and the singular shall include the plural. The term profit shall mean profit or loss, as the case may be, and the term credit shall mean credit or charge, as the case may be.

IN WITNESS WHEREOF, the undersigned hereby certifies that Silgan Plastics Corporation has duly adopted this Restatement.

SILGAN PLASTICS CORPORATION

By:     /s/ Amanda Poitra
        -------------------------------------

Title:  VP - HR                             .
        -------------------------------------


Date:   8/25/08                             .
        -------------------------------------

11

Exhibit 12

SILGAN HOLDINGS INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Unaudited)

The following table sets forth Silgan Holdings Inc.'s computation of its ratio of earnings to fixed charges for the three months ended March 31:

                                                    2009            2008
                                                    ----            ----
                                                   (Dollars in thousands)
Earnings before fixed charges:

     Income before income taxes                   $43,151         $33,522

     Interest and other debt expense               10,456          16,313

     Interest portion of rental expense                97             352
                                                  -------         -------

     Earnings before fixed charges                $53,704         $50,187
                                                  =======         =======

Fixed charges:

     Interest and other debt expense              $10,456         $16,313

     Interest portion of rental expense                97             352

     Capitalized interest                             221             688
                                                  -------         -------

     Total fixed charges                          $10,774         $17,353
                                                  =======         =======

Ratio of earnings to fixed charges                   4.98            2.89


Exhibit 31.1

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Anthony J. Allott, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2009 of Silgan Holdings Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

1

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  May 4, 2009



                                                         /s/ Anthony J. Allott
                                                         -----------------------
                                                         Anthony J. Allott
                                                         President and
                                                         Chief Executive Officer

2

Exhibit 31.2

CERTIFICATION BY THE CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Robert B. Lewis, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2009 of Silgan Holdings Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

1

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  May 4, 2009



                                                    /s/ Robert B. Lewis
                                                    ----------------------------
                                                    Robert B. Lewis
                                                    Executive Vice President and
                                                    Chief Financial Officer

2

Exhibit 32.1

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

In connection with the Quarterly Report of Silgan Holdings Inc. (the "Company") on Form 10-Q for the period ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Quarterly Report"), I, Anthony
J. Allott, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Anthony J. Allott
-----------------------
Anthony J. Allott
President and
Chief Executive Officer

May 4, 2009

A signed original of this written statement required by Section 906 has been provided to Silgan Holdings Inc. and will be retained by Silgan Holdings Inc. and furnished to the Securities and Exchange Commission or its staff upon request.


Exhibit 32.2

CERTIFICATION BY THE CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

In connection with the Quarterly Report of Silgan Holdings Inc. (the "Company") on Form 10-Q for the period ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Quarterly Report"), I, Robert B. Lewis, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Robert B. Lewis
----------------------------
Robert B. Lewis
Executive Vice President and
Chief Financial Officer

May 4, 2009

A signed original of this written statement required by Section 906 has been provided to Silgan Holdings Inc. and will be retained by Silgan Holdings Inc. and furnished to the Securities and Exchange Commission or its staff upon request.