UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q


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


	FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004


[ ]	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 0-50189

CROWN HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Pennsylvania		75-3099507
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


One Crown Way, Philadelphia, PA		19154-4599
(Address of principal executive offices)		(Zip Code)

	215-698-5100
	(Registrant’s telephone number, including area code)

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 is an accelerated filer (as defined in Exchange Act Rule 12b-2).
Yes X No ___

There were 165,402,408 shares of Common Stock outstanding as of October 29, 2004.

Crown Holdings, Inc.

FORM 10-Q
FOR QUARTER ENDED SEPTEMBER 30, 2003

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION


			Page Number

Item 1	Financial Statements

Consolidated Statements of Operations - Third Quarter			2

Consolidated Statements of Operations - Nine Months			3

Consolidated Balance Sheets			4

Consolidated Statements of Cash Flows			5

Consolidated Statements of Changes in Shareholders’ Equity			6

Notes To Consolidated Financial Statements

A.	Statement of Information Furnished		7

B.	Recent Accounting and Reporting Pronouncements		7

C.	Stock Options		7

D.	Goodwill		8

E.	Inventories		8

F.	Debt and Liquidity		8

G.	Derivative Financial Instruments		9

H.	Restructuring		9

I.	Asbestos-Related Liabilities		10

J.	Commitments and Contingent Liabilities		11

K.	Earnings Per Share		12

L.	Pension and Other Postretirement Benefits		12

M.	Segment Information		13

N.	Condensed Combining Financial Information		15


Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations

	Introduction		31

	Results of Operations		31

	Liquidity and Capital Resources		35

	Forward Looking Statements		37

Item 3	Quantitative and Qualitative Disclosures About Market Risk		37

Item 4	Controls and Procedures		38



		PART II – OTHER INFORMATION

Item 1	Legal Proceedings		39

Item 2	Unregistered Sale of Equity Securities and Use of Proceeds		39

Item 5	Other Information		39

Item 6	Exhibits		39

Signature			40

Crown Holdings, Inc.

PART I - FINANCIAL INFORMATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions except share and per share data)
(Unaudited)

Three months ended September 30,			2004			2003

Net sales		$	1,992			$	1,853


Cost of products sold, excluding depreciation and amortization			1,642				1,529
Depreciation and amortization			77				84

Gross profit			273				240

Selling and administrative expense			87				80
Provision for restructuring			1				3
Provision for asset impairments and loss / gain on sale of assets							46
Loss from early extinguishment of debt			33
Interest expense			91				100
Interest income	(		2	)	(		2	)
Translation and exchange adjustments	(		34	)	(		48	)

Income before income taxes, minority interests and equity earnings			97				61

Provision for income taxes			32				45
Minority interests and equity earnings	(		7	)	(		10	)

Net income		$	58			$	6


Earnings per average common share:
Basic		$	.35			$	.04

Diluted		$	.35			$	.04


Weighted average common shares outstanding:
Basic			165,310,712				164,942,505
Diluted			168,000,750				166,182,474

The accompanying notes are an integral part of these financial statements.

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions except share and per share data)
(Unaudited)

Nine months ended September 30,			2004			2003

Net sales		$	5,451			$	5,039


Cost of products sold, excluding depreciation and amortization			4,504				4,185
Depreciation and amortization			230				247

Gross profit			717				607

Selling and administrative expense			269				242
Provision for restructuring			1				3
Provision for asset impairments and loss / gain on sale of assets							43
Loss from early extinguishment of debt			37				9
Interest expense			270				280
Interest income	(		5	)	(		7	)
Translation and exchange adjustments	(		7	)	(		117	)

Income before income taxes, minority interests and equity earnings			152				154

Provision for income taxes			56				84
Minority interests and equity earnings	(		18	)	(		48	)

Net income		$	78			$	22


Earnings per average common share:
Basic		$	.47			$	.13


Diluted		$	.47			$	.13


Weighted average common shares outstanding:
Basic			165,184,807				164,569,322
Diluted			167,513,309				165,617,818

The accompanying notes are an integral part of these financial statements.

Crown Holdings, Inc.

CONSOLIDATED BALANCE SHEETS (Condensed)

(In millions)
(Unaudited)

	September 30,		December 31,
	2004		2003

Assets
Current assets
Cash and cash equivalents	$	295	$	401
Receivables, net		1,095		794
Inventories		911		815
Prepaid expenses and other current assets		81		112

Total current assets		2,382		2,122


Long-term notes and receivables		22		23
Investments		85		83
Goodwill		2,452		2,442
Property, plant and equipment, net		1,959		2,112
Other non-current assets		1,004		991

Total	$	7,904	$	7,773


Liabilities and shareholders' equity
Current liabilities
Short-term debt	$	99	$	69
Current maturities of long-term debt		91		161
Accounts payable and accrued liabilities		1,860		1,744
Income taxes payable		64		62

Total current liabilities		2,114		2,036


Long-term debt, excluding current maturities		3,769		3,709
Postretirement and pension liabilities		936		985
Other non-current liabilities		657		706
Minority interests		195		197
Commitments and contingent liabiities ( Note J )
Shareholders' equity		233		140

Total	$	7,904	$	7,773

The accompanying notes are an integral part of these financial statements.

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)

(In millions)
(Unaudited)

Nine months ended September 30,			2004			2003

Net cash provided by operating activities		$	30			$	70

Cash flows from investing activities
Capital expenditures	(		97	)	(		82	)
Proceeds from sale of property, plant and equipment			12				27
Change in restricted cash					(		145	)
Other, net	(		6	)	(		9	)

Net cash used for investing activities	(		91	)	(		209	)

Cash flows from financing activities
Proceeds from long-term debt			427				2,623
Payments of long-term debt	(		496	)	(		830	)
Net change in short-term debt			81		(		1,587	)
Debt issue costs	(		28	)	(		137	)
Net payment from termination of cross-currency swaps					(		8	)
Common stock issued			2				2
Dividends paid to minority interests, net of contributions	(		29	)	(		18	)

Net cash (used for) / provided by financing activities	(		43	)			45

Effect of exchange rate changes on cash and cash equivalents	(		2	)			18

Net change in cash and cash equivalents	(		106	)	(		76	)

Cash and cash equivalents at beginning of period			401				363

Cash and cash equivalents at end of period		$	295			$	287

The accompanying notes are an integral part of these financial statements.

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In millions)
(Unaudited)


	Comprehensive Income				Common	Paid-In	Accumulated		Treasury		Accumulated Other Comprehensive
	Quarter	Year-To-Date			Stock	Capital	Deficit		Stock		Loss		Total

Balance at January 1, 2003					$902	$1,684	($1,183	)	($104	)	($1,386	)	($87	)
Net income	$ 6		$ 22				22						22
Translation adjustments	10		99								99		99
Derivatives qualifying as hedges	4		( 1	)							( 1	)	( 1	)

Comprehensive income	$20		$120

Common stock issued — debt-for-equity exchanges					27	14							41
Common stock issued — benefit plans						1			1				2

Balance at September 30, 2003					$929	$1,699	($1,161	)	($103	)	($1,288	)	$76

	Comprehensive Income				Common	Paid-In	Accumulated		Treasury		Accumulated Other Comprehensive
	Quarter	Year-To-Date			Stock	Capital	Deficit		Stock		Loss		Total

Balance at January 1, 2004					$929	$1,699	($1,215	)	($103	)	($1,170	)	$140
Net income	$58		$78				78						78
Translation adjustments	( 9	)	10								10		10
Derivatives qualifying as hedges	1		4								4		4
Available for sale securities	( 1	)	( 1	)							( 1	)	( 1	)

Comprehensive income	$49		$91

Common stock issued — benefit plans									2				2

Balance at September 30, 2004					$929	$1,699	($1,137	)	($101	)	($1,157	)	$233

The accompanying notes are an integral part of these financial statements.

Crown Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data)
(Unaudited)

A.	Statement of Information Furnished

	The consolidated financial statements include the accounts of Crown Holdings, Inc. and its wholly-owned and majority-owned subsidiary companies (the “Company”). The accompanying unaudited interim consolidated financial statements have been prepared by the Company in accordance with Form 10-Q instructions. In the opinion of management, these consolidated financial statements contain all adjustments of a normal and recurring nature necessary to present fairly the financial position of Crown Holdings, Inc. as of September 30, 2004 and the results of its operations and cash flows for the three and nine month periods ended September 30, 2004 and 2003. These results have been determined on the basis of U.S. generally accepted accounting principles and practices consistently applied.

	Certain information and footnote disclosures, normally included in financial statements presented in accordance with U.S. generally accepted accounting principles, have been condensed or omitted. The December 31, 2003 balance sheet data was derived from the audited consolidated financial statements as of December 31, 2003. The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

B.	Recent Accounting and Reporting Pronouncements

	In December 2003, the Financial Accounting Standards Board (“FASB”) revised SFAS No. 132 (“FAS 132”), “Employers’ Disclosure about Pensions and Other Postretirement Benefits.” The revision enhanced the disclosure requirements for pension and other postretirement benefit plans, but did not change the measurement or recognition principles for those plans. The statement requires additional annual and interim disclosures about net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans as well as related assets, cash flows and obligations. The Company provided the required annual disclosures in Note U to its financial statements for the year ended December 31, 2003. The required interim disclosures have been included in Note L to these financial statements. An additional disclosure of estimated future benefit payments is effective for fiscal years ending after June 15, 2004.

	In December 2003, the Medicare Prescription Drug Improvement and Modernization Act of 2003 (“the Act”) was signed into law. The Act introduces a prescription drug benefit under Medicare (“Medicare Part D”) and a non-taxable federal subsidy of certain prescription drug claims to sponsors of retiree health care benefit plans. In the first quarter of 2004, under the guidance of FASB Staff Position 106-1, the Company elected to defer recognition of the effects of the Act in its accounting and disclosures for the plans until authoritative guidance on the accounting for the federal subsidy was issued. In May 2004, the FASB issued FASB Staff Position No. 106-2 (“FSP 106-2”), “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003,” which provides authoritative guidance on accounting for the federal subsidy as specified in the Act. FSP 106-2 supersedes FSP 106-1 and is effective for the first interim or annual period beginning after June 15, 2004. The Company considers that the prescription drug benefits provided under its postretirement health care plans are at least actuarially equivalent to the prescription drug benefits offered under Medicare Part D and qualify for the subsidy under the Act. Therefore, the Company has retroactively applied FSP 106-2 to the date of enactment of the Act and accordingly reduced its obligation (accumulated projected benefit obligation) related to benefits attributed to past service by $60. For 2004 net periodic postretirement benefit cost, reported in cost of products sold, has been retroactively reduced by $5 for the first six months of 2004 and $2 for the three months ended September 30, 2004. The reduction included $4 for recognized actuarial losses and $3 for interest costs.

C.	Stock Options

	The Company accounts for its stock option plans under the recognition and measurement principles of APB 25 and related interpretations. No compensation expense is reflected in net loss as all options granted under these plans had an exercise price equal to the market value of the Company’s common stock at the date of grant.

Crown Holdings, Inc.

	The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FAS 123 to stock options:

			Three Months Ended								Nine Months Ended
			September 30,								September 30,

			2004				2003				2004				2003

Net income, as reported			$	58			$	6			$	78			$	22

	Deduct: stock-based compensation expense determined under fair value-based method, net of related tax effects	(		3	)	(		2	)	(		6	)	(		7	)

Pro forma net income			$	55			$	4			$	72			$	15


Earnings per share:

	Basic - as reported		$	.35			$	.04			$	.47			$	.13

	- pro forma		$	.33			$	.02			$	.44			$	.09


	Diluted - as reported		$	.35			$	.04			$	.47			$	.13

	- pro forma		$	.33			$	.02			$	.43			$	.09

D.	Goodwill

	The changes in the carrying amount of goodwill by reportable segment for the nine-months period ended September 30, 2004 and 2003 were as follows:

	Americas		Europe		Total

Balance as of January 1, 2004	$	647	$	1,795	$	2,442
Foreign currency translation		3		7		10

Balance as of September 30, 2004	$	650	$	1,802	$	2,452

E.	Inventories

	September 30,		December 31,

	2004		2003

Finished goods	$	379	$	313
Work in progress		114		99
Raw materials and supplies		418		403

	$	911	$	815

F.	Debt and Liquidity

	On February 26, 2003, the Company completed a refinancing consisting of the sale of $1,085 of 9.5% second priority senior secured notes due in 2011, €285 of 10.25% second priority senior secured notes due in 2011, $725 of 10.875% third priority senior secured notes due in 2013, $504 of first priority term loans due in 2008 and a $550 first priority revolving credit facility due in 2006. The proceeds of $2,620 from the senior secured notes and term loan, and $198 of borrowings under the $550 credit facility, were used to repay the Company’s previous credit facility, to repurchase certain of the Company’s outstanding unsecured notes prior to maturity, and to pay fees and expenses associated with the refinancing. The remaining proceeds were initially placed in restricted cash accounts and were subsequently used to repay other existing unsecured notes, including some prior to maturity. During the first nine months of 2003, the Company repurchased or retired $812 of unsecured notes and exchanged 5.4 million of its common shares for debt with a face value of $43. The Company recognized a net pretax loss of $9 from the early extinguishment of debt in connection with its repurchases and exchanges described above, and the write-off of unamortized financing fees and expenses from its previous credit facility.

Crown Holdings, Inc.

	In September 2004, the Company completed an additional refinancing consisting of the sale of €350 of 6.25% first priority senior secured notes due 2011 and a new $625 senior secured credit facility. The new facility included a $400 revolving credit facility, a $100 standby letter of credit facility due in 2010 and a $125 term loan facility due in 2011. In October 2004, the Company completed an add-on issuance of €110 of 6.25% first priority senior secured notes due 2011, bringing the total of the two issuances to €460. The €350 of proceeds from the first issuance combined with the new $625 million secured credit facility was used to refinance the existing credit and term loan facilities entered into in February, 2003, and to pay fees and expenses associated with the refinancing. The €110 of proceeds from the second issuance was used to repay the $125 term loan from September 2004 and to pay expenses associated with the issuance. In connection with the September refinancing, the Company recorded a charge of $33 to write-off unamortized fees from its previous credit facility.

	In March 2004, the Company purchased $21 aggregate principal of its 8.38% notes due 2005 at a premium of 4.5% to principal and €85 aggregate principal of its 6.00% notes due 2004 at a premium of 3.0% to principal, and recognized a loss of $4 from the early extinguishment of debt.

	During the first nine months of 2004 and 2003, the Company recognized unrealized foreign exchange gains of $5 and $111, respectively, for certain European subsidiaries that have unhedged currency exposure arising primarily from the sale of the senior secured notes described above.

G.	Derivative Financial Instruments

	During the second quarter of 2004, the Company entered into an additional interest rate swap with a notional value of $100. As of September 30, 2004 the Company had four outstanding interest rate swaps with a combined notional value of $900 and a fair value of ($25), reported within other non-current liabilities. The swaps convert fixed rate debt into variable rate debt and are accounted for as fair value hedges of the second priority U.S. dollar-denominated notes due in 2011.

H.	Restructuring

	During the third quarter of 2004, the Company provided $1 for severance costs in connection with the closure of a plant in the Americas.

	During the third quarter of 2003, the Company provided $3 for severance costs in connection with a reduction in force within the Americas.

	The components of the outstanding restructuring reserve and movements within these components during the nine months ended September 30, 2003 and 2004, respectively, were as follows:

	Termination		Other Exit
	Benefits		Costs		Total

Balance as of January 1, 2003	$ 9		$ 5		$14
Provision	3				3
Payments made	( 5	)	( 2	)	( 7	)

Balance as of September 30, 2003	$ 7		$ 3		$10



Balance as of January 1, 2004	$23		$ 2		$25
Provision	1				1
Payments made	( 14	)	( 1	)	( 15	)
Other	1				1

Balance as of September 30, 2004	$11		$ 1		$12

The September 30, 2004 balance includes $10 for termination benefits established in 2004 and 2003 restructuring actions and $2 for termination benefits and other exit costs for actions prior to 2003. The balance in the reserve includes employee-related agreements with unions and governmental agencies as well as lease arrangements with landlords for which payments are extended over time. The balance of the restructuring reserve was included in the Consolidated Balance Sheets within accounts payable and accrued liabilities.

Crown Holdings, Inc.

I.	Asbestos-Related Liabilities

	Crown Cork & Seal Company, Inc. (“Crown Cork”) is one of many defendants in a substantial number of lawsuits filed throughout the United States by persons alleging bodily injury as a result of exposure to asbestos. These claims arose from the insulation operations of a U.S. company, the majority of whose stock Crown Cork purchased in 1963. Approximately ninety days after the stock purchase, this U.S. company sold its insulation operations and was later merged into Crown Cork.

	In April 2004, the State of Mississippi enacted legislation that limits the asbestos-related liabilities under Mississippi law of companies such as Crown Cork that allegedly incurred these liabilities because they are successors by corporate merger to companies that had been involved with asbestos. The new Mississippi legislation caps asbestos-related liabilities at the fair market value of the predecessor’s total gross assets adjusted for inflation. Crown Cork has paid significantly more for asbestos-related claims than the total adjusted value of its predecessor’s assets. Crown Cork intends to integrate the legislation into its claims defense strategy. The Company cautions, however, that the legislation may be challenged and there can be no assurance regarding the ultimate effect of the legislation on Crown Cork.

	In June 2003, the State of Texas enacted general tort reform legislation. The legislation includes a provision that limits the asbestos-related liabilities under Texas law of companies such as Crown Cork that allegedly incurred these liabilities because they are successors by corporate merger to companies that had been involved with asbestos. The new Texas legislation, which applies to future claims and pending claims, caps asbestos-related liabilities at the total gross value of the predecessor’s assets adjusted for inflation. Crown Cork has paid significantly more for asbestos-related claims than the total adjusted value of its predecessor’s assets. On October 21, 2003, Crown Cork received a favorable ruling on its motion for summary judgment in an asbestos-related case pending against it in the District Court of Harris County, Texas (in Re Asbestos Litigation No. 90-23333, District Court, Harris County, Texas). Although the Company believes that the ruling of the District Court is correct, the decision has been appealed by the plaintiffs and there can be no assurance that the legislation will be upheld by the Texas courts.

	In December 2001, the Commonwealth of Pennsylvania enacted legislation that limits the asbestos-related liabilities of Pennsylvania corporations that are successors by corporate merger to companies involved with asbestos. The legislation limits the successor’s liability for asbestos to the acquired company’s asset value adjusted for inflation. Crown Cork has already paid significantly more for asbestos-related claims than the acquired company’s adjusted asset value. On February 20, 2004, the Supreme Court of Pennsylvania reversed the June 11, 2002 order of the Philadelphia Court of Common Pleas, in which the Court of Common Pleas ruled favorably on a motion by Crown Cork for summary judgment regarding 376 pending asbestos-related cases against Crown Cork in Philadelphia (Ieropoli v. AC&S Corporation, et. al., No. 117 EM 2002). The Company believes that the ruling by the Pennsylvania Supreme Court is limited only to cases pending against Crown Cork at the time the legislation was enacted in December 2001, and not to cases filed after that date. The Company cautions, however, that its position regarding the limitation of the Pennsylvania ruling may be contested by asbestos claimants and there can be no assurance that the Company’s position will be upheld in future cases.

	In recent years, certain other state and federal legislators have considered legislation to reform the treatment of asbestos-related personal injury claims. In April of 2004, the Fairness in Asbestos Injury Resolution Act of 2004 (the “FAIR Bill”) was introduced in the United States Senate and a motion to proceed with floor consideration of the FAIR Bill was subsequently defeated. The FAIR Bill, which was intended to substitute for a bill approved by the Senate Judiciary Committee in July of 2003, would create a national trust fund in lieu of state and federal litigation to compensate people with asbestos-related diseases. The trust fund would require contributions from companies, such as Crown Cork, that have made past payments for asbestos-related personal injury claims and would limit the payments made by such companies relating to asbestos-related liabilities during the life of the fund. Currently, the FAIR Bill is subject to ongoing negotiations and discussions among legislators, labor unions, insurance companies, i ndustry participants and other interested parties. There can be no assurance that federal asbestos legislation, such as the FAIR Bill, will be passed into law or the form that any such legislation will take, and the Company is unable to predict the impact that any such legislation would have on Crown Cork or the Company. Due to this uncertainty, the Company has not considered possible federal legislation in evaluating the adequacy of the Company’s reserve for asbestos-related claims.

Crown Holdings, Inc.


	During the nine months ended September 30, 2004, Crown Cork received approximately 10,000 new claims, settled or dismissed approximately 5,000 claims for a total of $23 and had approximately 80,000 claims outstanding at the end of the period. During the nine months ended September 30, 2003, the Company received approximately 32,000 new claims, settled or dismissed approximately 13,000 claims for a total of $28 and had approximately 78,000 claims outstanding at the end of the period. Settlement amounts include amounts committed to be paid in future periods.

	As of September 30, 2004, the Company’s accrual for pending and future asbestos-related claims was $209, a decrease of $30 since December 31, 2003 due to payments made during the first nine months of 2004. The 2004 payments included $2 for claims settled in prior periods and $16 for claims settled in this period in accordance with the terms of prior year agreements. The Company estimates that its probable and estimable asbestos liability for pending and future asbestos-related claims will range between $209 and $376. The accrual balance of $209 includes $122 for unasserted claims and $3 for committed settlements that will be paid over time.

	Historically (1977-2003), Crown Cork estimates that approximately one-quarter of all asbestos-related claims made against it have been asserted by claimants who claim first exposure to asbestos after 1964. However, because of Crown Cork’s settlement experience to date and the increased difficulty of establishing identification of the subsidiary’s insulation products as the cause of injury by persons alleging first exposure to asbestos after 1964, the Company has not included in its accrual and range of potential liability any amounts for settlements by persons alleging first exposure to asbestos after 1964.

	Assumptions underlying the accrual and the range of potential liability include that claims for exposure to asbestos that occurred after the sale of the U.S. company’s insulation business in 1964 would not be entitled to settlement payouts and that the Texas tort reform legislation and Pennsylvania asbestos legislation described above are expected to have a highly favorable impact on Crown Cork’s ability to settle or defend against asbestos-related claims in those states, and other states where Pennsylvania law may apply. The Company’s accrual includes estimates for probable costs for claims through the year 2013. The upper end of the Company’s estimated range of possible asbestos costs of $376 includes claims beyond that date.

	While it is not possible to predict the ultimate outcome of the asbestos-related claims and settlements, the Company believes that resolution of these matters is not expected to have a material adverse effect on the Company’s financial position. The Company cautions, however, that estimates for asbestos cases and settlements are difficult to predict and may be influenced by many factors. In addition, there can be no assurance regarding the validity or correctness of the Company’s assumptions or beliefs underlying its accrual and the estimated range of potential liability. Unfavorable court decisions, especially in Pennsylvania or Texas, or other adverse developments, may require the Company to substantially increase its accrual or change its estimate. Accordingly, these matters, if resolved in a manner different from the estimate, could have a material adverse effect on the Company’s results of operations, financial position and cash flow.

J.	Commitments and Contingent Liabilities

	On March 18, 2003, the European Commission issued a Statement of Objections alleging that certain of the Company’s European subsidiaries engaged in commercial practices that violated European competition law. On September 30, 2004, the European Commission formally confirmed that it had terminated the proceedings, subject to the Commission’s right to reinitiate in the event of factual or legal changes, without any adverse findings made or penalties levied against the Company.

	The Company is also subject to various other lawsuits and claims with respect to matters such as governmental and environmental regulations and other actions arising out of the normal course of business. While the impact on future financial results is not subject to reasonable estimation because considerable uncertainty exists, management believes that the ultimate liabilities resulting from such lawsuits and claims will not materially affect the results of operations, financial position or cash flow of the Company.

	The Company has various commitments to purchase materials and supplies as part of the ordinary conduct of business. The Company’s basic raw materials for its products are tinplate, aluminum and resins, all of which are purchased from multiple sources. The Company is subject to fluctuations in the cost of these raw materials and has periodically adjusted its selling prices to certain customers to reflect these movements. There can be no assurances, however, that the Company will be able to fully recover any increases or fluctuations in raw material costs from its customers. The Company also has commitments for standby letters of credit and for purchases of capital assets.

Crown Holdings, Inc.


	The Company has guaranteed $7 related to future rent payments for properties leased by Constar International Inc. The guarantees represent an accommodation to landlords due to Constar’s divestiture from the Company in 2002.

	At September 30, 2004, the Company has certain indemnification agreements covering environmental remediation and other potential costs associated with properties sold or businesses divested. For agreements with defined liability limits, the maximum potential liability is $47. The Company accrues for costs associated with such indemnifications and potential costs when it is probable that a liability has been incurred and the amount can be reasonably estimated.

	At September 30, 2004, the Company also has guarantees of $36 related to the residual values of leased assets.

K.	Earnings Per Share

	The following table summarizes the basic and diluted earnings per share computations for the periods ended September 30, 2004 and 2003, respectively:


	Three Months Ended September 30,				Nine Months Ended September 30,

	2004		2003		2004		2003


Net income	$	58	$	6	$	78	$	22

Weighted average shares outstanding:
Basic		165.3		164.9		165.2		164.6
Add: dilutive stock options		2.7		1.3		2.3		1.0

Diluted		168.0		166.2		167.5		165.6



Basic and diluted earings per share	$	.35	$	.04	$	.47	$	.13

Excluded from the computation of diluted earnings per share were common shares contingently issuable upon the exercise of outstanding stock options, amounting to approximately 3.9 million shares for the three and nine months ended September 30, 2004 as compared to 5.9 and 6.3 million shares for the same periods in 2003. These shares were excluded from the computation of diluted earnings per share because the exercise price of the then outstanding options were above the average market prices for the related periods.

L.	Pension and Other Postretirement Benefits

The components of net periodic pension and other postretirement benefits were as follows:


		Three Months Ended September 30,								Nine Months Ended September 30,

		2004				2003				2004				2003

Pension Benefits - U.S. Plans

Service cost		$	1			$	2			$	6			$	6
Interest cost			20				19				60				58
Expected return on plan assets	(		17	)	(		16	)	(		54	)	(		48	)
Recognized prior service cost											1				1
Recognized actuarial loss			15				13				46				38

Net periodic benefit cost		$	19			$	18			$	59			$	55

Crown Holdings, Inc.


		Three Months Ended September 30,								Nine Months Ended September 30,

		2004				2003				2004				2003

Pension Benefits - Non-U.S. Plans

Service cost		$	7			$	6			$	23			$	18
Interest cost			39				34				121				101
Expected return on plan assets	(		53	)	(		44	)	(		161	)	(		130	)
Recognized prior service cost	(		1	)	(		2	)	(		5	)	(		5	)
Recognized actuarial loss			11				12				37				31

Net periodic benefit cost		$	3			$	6			$	15			$	15


		Three Months Ended September 30,								Nine Months Ended September 30,

		2004				2003				2004				2003

Other Postretirement Benefits

Service cost		$	1			$	1			$	2			$	2
Interest cost			11				11				30				33
Recognized prior service cost	(		3	)	(		1	)	(		9	)	(		4	)
Recognized actuarial loss			4				2				10				8

Net periodic benefit cost		$	13			$	13			$	33			$	39

Net periodic postretirement benefit cost has been reduced to account for the prescription drug subsidy contained in the Medicare Prescription Drug Improvement and Modernization Act of 2003. Further information related to the reduction is set forth in Note B to these financial statements.

Employer Contributions

The Company previously disclosed in its financial statement for the year ended December 31, 2003 that it expected to contribute $155 to its pension plans in 2004. Due to the effect of the Pension Funding Equity Act of 2004 in reducing its U.S. contributions, the Company now expects to contribute approximately $125 in 2004. The Act, which does not alter the Company's ultimate pension liability, impacts the calculation of pension contributions for 2004 and 2005 by replacing the interest rate on 30-year treasury bonds with a rate derived from rates on long-term corporate bonds.

M.	Segment Information

The Company has three reportable operating segments: Americas, Europe and Asia-Pacific. Each operating segment is an operating division within the Company and has a President reporting directly to the Chief Executive Officer. “Corporate” includes Corporate Technology and headquarters costs. Divisional headquarters costs are maintained within the operating segments.

Crown Holdings, Inc.

	The interim segment information was as follows:

Three Months ended September 30,

	2004	Americas	Europe	Asia-Pacific	Corporate		Total

	External sales	$771	$1,119	$102			$1,992
	Segment income / (loss)	66	126	19	($26	)	185

	2003

	External sales	734	1,023	96			1,853
	Segment income / (loss)	43	116	16	( 18	)	157



Nine Months ended September 30,

	2004	Americas	Europe	Asia-Pacific	Corporate		Total

	External sales	$2,159	$3,014	$278			$5,451
	Segment income / (loss)	153	323	45	($74	)	447

	2003

	External sales	2,061	2,716	262			5,039
	Segment income / (loss)	107	279	38	( 62	)	362

The following table reconciles the Company’s consolidated segment income to income before income taxes, minority interests and equity earnings:

		Three Months Ended September 30,								Nine Months Ended September 30,

		2004				2003				2004				2003

Consolidated segment income		$	185			$	157			$	447			$	362
Provision for asset impairments and loss / gain on sale of assets							46								43
Loss from early extinguishment of debt			33								37				9
Interest expense			91				100				270				280
Interest income	(		2	)	(		2	)	(		5	)	(		7	)
Translation and exchange adjustments	(		34	)	(		48	)	(		7	)	(		117	)

Income before income taxes, minority interests and equity earnings		$	97			$	61			$	152			$	154

Crown Holdings, Inc.

N.	Condensed Combining Financial Information

	In connection with the Company’s refinancing as discussed in Note F , Crown European Holdings (Issuer), a 100% owned subsidiary of the Company, issued senior secured notes that are fully and unconditionally guaranteed by Crown and certain subsidiaries. The guarantors are 100% owned by the Company and the guarantees are made on a joint and several basis. The guarantor column includes financial information for all subsidiaries in the United States (except for an insurance subsidiary and a receivable securitization subsidiary), and substantially all subsidiaries in the United Kingdom, France, Germany, Belgium, Canada, Mexico and Switzerland. For additional historical financial information for these subsidiaries, see Note X to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. The following condensed combining financial statements:

	• statements of operations and cash flows for the three and nine months ended September 30, 2004 and 2003,
	• balance sheets as of September 30, 2004 and December 31, 2003, and
	• cash flows for the nine months ended September 30, 2004 and 2003

	are presented on the following pages to comply with the Company’s requirements under Rule 3-10 of Regulation S-X.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended September 30, 2004
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company



Net sales				$1,334		$658				$1,992

Cost of products sold, excluding depreciation an amortization		($6	)	1,112		536				1,642
Depreciation and amortization				56		21				77


Gross profit		6		166		101				273


Selling and administrative expense				67		20				87
Provision for restructuring				1						1
Loss from early extinguishment of debt		9		24						33
Net interest expense		30		57		2				89
Technology royalty				(9	)	9
Translation and exchange adjustments		(29	)			(5	)			(34	)

Income / loss before income taxes, minority interests and equity earnings		(4	)	26		75				97
Provision for income taxes				15		17				32
Equity earnings	$58	71		47				($176	)

Income before minority interests and equity earnings	58	67		58		58		(176	)	65
Minority interests and equity earnings						(7	)			(7	)

Net income	$58	$67		$58		$51		($176	)	$58

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended September 30, 2003
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company



Net sales				$1,248		$605				$1,853

Cost of products sold, excluding depreciation and amortization		($5	)	1,051		483				1,529
Depreciation and amortization				58		26				84


Gross profit		5		139		96				240


Selling and administrative expense		1		60		19				80
Provision for restructuring				3						3
Provision for asset imapirments and (gain) / loss on sale of assets		(2	)	19		29				46
Net interest expense		31		75		(8	)			98
Technology royalty				(9	)	9
Translation and exchange adjustments		(17	)	(12	)	(19	)			(48	)

Income / (loss) before income taxes, minority interests
and equity earnings		(8	)	3		66				61
Provision for income taxes				17		28				45
Equity earnings	$6	75		19				($100	)

Income before minority interests and equity earnings	6	67		5		38		(100	)	16
Minority interests and equity earnings				1		(11	)			(10	)

Net income	$6	$67		$6		$27		($100	)	$6

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the nine months ended September 30, 2004
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company



Net sales				$3,726		$1,725				$5,451

Cost of products sold, excluding depreciation an amortization		($21	)	3,138		1,387				4,504
Depreciation and amortization				161		69				230


Gross profit		21		427		269				717


Selling and administrative expense				205		64				269
Provision for restructuring				1						1
Loss from early extinguishment of debt		9		25		3				37
Net interest expense		92		174		(1	)			265
Technology royalty				(22	)	22
Translation and exchange adjustments		(5	)	(6	)	4				(7	)

Income / loss before income taxes, minority interests and equity earnings		(75	)	50		177				152
Provision for income taxes				10		46				56
Equity earnings	$78	192		36				($306	)

Income before minority interests and equity earnings	78	117		76		131		(306	)	96
Minority interests and equity earnings				2		(20	)			(18	)

Net income	$78	$117		$78		$111		($306	)	$78

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the nine months ended September 30, 2003
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company



Net sales				$3,508		$1,531				$5,039

Cost of products sold, excluding depreciation and amortization		($13	)	2,981		1,217				4,185
Depreciation and amortization				172		75				247


Gross profit		13		355		239				607


Selling and administrative expense		1		189		52				242
Provision for restructuring				3						3
Provision for asset impairments and (gain) / loss on sale of assets		(2	)	(36	)	41		$40		43
(Gain) / loss from early extinguishment of debt				15		(6	)			9
Net interest expense		71		217		(15	)			273
Technology royalty				(20	)	20
Translation and exchange adjustments		(35	)	(61	)	(21	)			(117	)

Income / (loss) before income taxes, minority interests
and equity earnings		(22	)	48		168		(40	)	154
Provision for income taxes				40		44				84
Equity earnings	$22	194		35				(251	)

Income before minority interests and equity earnings	22	172		43		124		(291	)	70
Minority interests and equity earnings				(21	)	(27	)			(48	)

Net income	$22	$172		$22		$97		($291	)	$22

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of September 30, 2004
(in millions)

	Parent	Issuer	Guarantors		Non Guarantors	Eliminations		Total Company



Assets
Current assets
Cash and cash equivalents		$2	$71		$222			$295
Receivables, net		9	389		697			1,095
Intercompany receivables			42		22	($64	)
Inventories			572		339			911
Prepaid expenses and other current assets	$1		67		13			81

Total current assets	1	11	1,141		1,293	(64	)	2,382


Long-term notes and receivables			13		9			22
Intercompany debt receivables	14	2,279	1,389		645	(4,327	)
Investments			69		16			85
Investments in subsidiaries	229	3,080	(6	)		(3,303	)
Goodwill			1,844		608			2,452
Property, plant and equipment, net		1	1,319		639			1,959
Other non-current assets		79	887		38			1,004

Total	$244	$5,450	$6,656		$3,248	($7,694	)	$7,904


Liabilities and shareholders’ equity
Current liabilities
Short-term debt			$54		$45			$99
Current maturities of long-term debt			41		50			91
Accounts payable and accrued liabilities	$11	$36	1,212		601			1,860
Intercompany payables			22		42	($64	)
Income taxes payable		7	35		22			64

Total current liabilities	11	43	1,364		760	(64	)	2,114


Long-term debt, excluding current maturities		2,577	1,141		51			3,769
Long-term intercompany debt		1,269	2,491		567	(4,327	)
Postretirement and pension liabilities			922		14			936
Other non-current liabilities		25	509		123			657
Minority interests					195			195
Commitments and contingent liabilities

Shareholders’ equity	233	1,536	229		1,538	(3,303	)	233

Total	$244	$5,450	$6,656		$3,248	($7,694	)	$7,904

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2003
(in millions)

	Parent	Issuer	Guarantors	Non Guarantors	Eliminations		Total Company


Assets
Current assets
Cash and cash equivalents		$5	$118	$278			$401
Receivables, net		12	299	483			794
Intercompany receivables			38	28	($66	)
Inventories			515	300			815
Prepaid expenses and other current assets			78	34			112

Total current assets		17	1,048	1,123	(66	)	2,122


Long-term notes and receivables			14	9			23
Intercompany debt receivables	$8	2,452	1,456	1,141	(5,057	)
Investments			66	17			83
Investments in subsidiaries	138	3,393	310		(3,841	)
Goodwill			1,831	611			2,442
Property, plant and equipment, net			1,419	693			2,112
Other non-current assets		85	884	22			991

Total	$146	$5,947	$7,028	$3,616	($8,964	)	$7,773


Liabilities and shareholders’ equity
Current liabilities
Short-term debt			$46	$23			$69
Current maturities of long-term debt			3	158			161
Accounts payable and accrued liabilities	$6	$97	1,124	523	($6	)	1,744
Intercompany payables			28	38	(66	)
Income taxes payable			35	27			62

Total current liabilities	6	97	1,236	769	(72	)	2,036


Long-term debt, excluding current maturities		2,197	1,458	54			3,709
Long-term intercompany debt		1,799	2,668	582	(5,049	)
Postretirement and pension liabilities			974	11			985
Other non-current liabilities		31	552	123			706
Minority interests				197			197
Commitments and contingent liabilities

Shareholders’ equity	140	1,823	140	1,880	(3,843	)	140

Total	$146	$5,947	$7,028	$3,616	($8,964	)	$7,773

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2004
(in millions)

	Parent		Issuer		Guarantors		Non Guarantors		Eliminations		Total Company



Net cash provided by / (used for) operating activities	$4		($121	)	$49		$98				$30


Cash flows from investing activities
Capital expenditures					(75	)	(22	)			(97	)
Proceeds from sale of property, plant and equipment					5		7				12
Intercompany investing activities			488		417		(38	)	($867	)
Other, net					4		(10	)			(6	)

Net cash provided by / (used for) investing activities			488		351		(63	)	(867	)	(91	)


Cash flows from financing activities

Proceeds from long-term debt			426				1				427
Payments of long-term debt			(58	)	(324	)	(114	)			(496	)
Net change in short-term debt					80		1				81
Debt issue costs			(14	)	(14	)					(28	)
Net change in long-term intercompany balances	(6	)	(324	)	(189	)	519
Common stock issued	2										2
Dividends paid			(400	)			(467	)	867
Dividends paid to minority interests, net of contributions							(29	)			(29	)

Net cash used for financing activities	(4	)	(370	)	(447	)	(89	)	867		(43	)

Effect of exchange rate changes on cash and cash equivalents							(2	)			(2	)


Net change in cash and cash equivalents			(3	)	(47	)	(56	)			(106	)

Cash and cash equivalents at beginning of period			5		118		278				401

Cash and cash equivalents at end of period	$0		$2		$71		$222		$0		$295

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2003
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company



Net cash provided by / (used for) operating activities		($40	)	($37	)	$147				$70


Cash flows from investing activities
Capital expenditures				(62	)	(20	)			(82	)
Proceeds from sale of property, plant and equipment				23		4				27
Change in restricted cash		(75	)	(70	)					(145	)
Intercompany investing activities		(1,082	)	1,128		34		($80	)
Other, net		(4	)			(5	)			(9	)

Net cash provided by / (used for) investing activities		(1,161	)	1,019		13		(80	)	(209	)


Cash flows from financing activities

Proceeds from long-term debt		2,170		450		3				2,623
Payments of long-term debt				(485	)	(345	)			(830	)
Net change in short-term debt		39		(1,635	)	9				(1,587	)
Net change in long-term intercompany balances		(918	)	667		251
Debt issue costs		(86	)	(51	)					(137	)
Dividends paid				(47	)	(33	)	80
Net payment from termination of cross-currency swaps				27		(35	)			(8	)
Common stock issued				2						2
Dividends paid to minority interests, net of contributions						(18	)			(18	)

Net cash provided by / (used for) financing activities		1,205		(1,072	)	(168	)	80		45

Effect of exchange rate changes on cash and cash equivalents				14		4				18


Net change in cash and cash equivalents		4		(76	)	(4	)			(76	)

Cash and cash equivalents at beginning of period		1		139		223				363

Cash and cash equivalents at end of period	$0	$5		$63		$219		$0		$287

Crown Holdings, Inc.

	Crown Cork & Seal Company, Inc. (Issuer), a 100% owned subsidiary has outstanding public debt that is fully and unconditionally guaranteed by Crown Holdings, Inc. (Parent). No other subsidiary guarantees the debt. The following condensed combining financial statements:

	• statements of operations for the three and nine months ended September 30, 2004 and 2003,
	• balance sheets as of September 30, 2004 and December 31, 2003, and
	• cash flows for the nine months ended September 30, 2004 and 2003

	are presented on the following pages.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended September 30, 2004
(in millions)

	Parent	Issuer		Non Guarantors		Eliminations		Total Company



Net sales				$1,992				$1,992

Cost of products sold, excluding depreciation and amortization				1,642				1,642
Depreciation and amortization				77				77


Gross profit				273				273

Selling and administrative expense		$2		85				87
Provision for restructuring				1				1
Loss from early extinguishment of debt				33				33
Net interest expense		76		13				89
Translation and exchange adjustments				(34	)			(34	)


Income / (loss) before income taxes, minority interests and equity earnings		(78	)	175				97
Provision/(benefit) for income taxes		(25	)	57				32
Equity earnings	$58	107				($165	)

Income before minority interests and equity earnings	58	54		118		(165	)	65
Minority interests and equity earnings		4		(11	)			(7	)

Net income	$58	$58		$107		($165	)	$58

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended September 30, 2003
(in millions)

	Parent	Issuer		Non Guarantors		Eliminations		Total Company



Net sales				$1,853				$1,853

Cost of products sold, excluding depreciation and amortization				1,529				1,529
Depreciation and amortization				84				84


Gross profit				240				240

Selling and administrative expense				80				80
Provision for restructuring				3				3
Provisioon for asset impairments and loss on sale of assets				46				46
Net interest expense		$82		16				98
Translation and exchange adjustments				(48	)			(48	)


Income / (loss) before income taxes, minority interests and equity earnings		(82	)	143				61
Provision for income taxes		7		38				45
Equity earnings	$6	95				($101	)

Income before minority interests and equity earnings	6	6		105		(101	)	16
Minority interests and equity earnings				(10	)			(10	)

Net income	$6	$6		$95		($101	)	$6

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the nine months ended September 30, 2004
(in millions)

	Parent	Issuer		Non Guarantors		Eliminations		Total Company



Net sales				$5,451				$5,451

Cost of products sold, excluding depreciation and amortization				4,504				4,504
Depreciation and amortization				230				230


Gross profit				717				717

Selling and administrative expense		$4		265				269
Provision for restructuring				1				1
Loss from early extinguishment of debt		1		36				37
Net interest expense		233		32				265
(Gain) / loss on sale of assets		1		(1	)
Translation and exchange adjustments				(7	)			(7	)


Income / (loss) before income taxes, minority interests and equity earnings		(239	)	391				152
Provision / (benefit) for income taxes		(74	)	130				56
Equity earnings	$78	232				($310	)

Income before minority interests and equity earnings	78	67		261		(310	)	96
Minority interests and equity earnings		11		(29	)			(18	)

Net income	$78	$78		$232		($310	)	$78

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the nine months ended September 30, 2003
(in millions)

	Parent	Issuer		Non Guarantors		Eliminations		Total Company



Net sales				$5,039				$5,039

Cost of products sold, excluding depreciation and amortization				4,185				4,185
Depreciation and amortization				247				247


Gross profit				607				607

Selling and administrative expense				242				242
Provision for restructuring				3				3
Provision for asset impairments and (gain) / loss on sale of assets		($156	)	43		$156		43
Loss / (gain) from early extinguishment of debt		15		(6	)			9
Net interest expense		230		43				273
Translation and exchange adjustments				(117	)			(117	)


Income / (loss) before income taxes, minority interests and equity earnings		(89	)	399		(156	)	154
Provision / (benefit) for income taxes		(42	)	126				84
Equity earnings	$22	91				(113	)

Income before minority interests and equity earnings	22	44		273		(269	)	70
Minority interests and equity earnings		(22	)	(26	)			(48	)

Net income	$22	$22		$247		($269	)	$22

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of September 30, 2004
(in millions)

	Parent	Issuer	Non Guarantors	Eliminations		Total Company



Assets
Current assets
Cash and cash equivalents			$295			$295
Receivables, net			1,095			1,095
Inventories			911			911
Prepaid expenses and other current assets	$1		80			81

Total current assets	1		2,381			2,382


Long-term notes and receivables			22			22
Intercompany debt receivables	14		3,098	($3,112	)
Investments	229	$4,315	37	(4,496	)	85
Goodwill			2,452			2,452
Property, plant and equipment, net			1,959			1,959
Other non-current assets		9	995			1,004

Total	$244	$4,324	$10,944	($7,608	)	$7,904

Liabilities and shareholders’ equity
Current liabilities
Short-term debt			$99			$99
Current maturities of long-term debt		$40	51			91
Accounts payable and accrued liabilities	$11	86	1,763			1,860
Income taxes payable			64			64

Total current liabilities	11	126	1,977			2,114


Long-term debt, excluding current maturities		699	3,070			3,769
Long-term intercompany debt		3,112		($3,112	)
Postretirement and pension liabilities			936			936
Other non-current liabilities		158	499			657
Minority interests			195			195
Commitments and contingent liabilities
Shareholders’ equity	$233	229	4,267	(4,496	)	233

Total	$244	$4,324	$10,944	($7,608	)	$7,904

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2003
(in millions)

	Parent	Issuer	Non Guarantors	Eliminations		Total Company



Assets
Current assets
Cash and cash equivalents			$401			$401
Receivables, net			794			794
Inventories			815			815
Prepaid expenses and other current assets			112			112

Total current assets			2,122			2,122


Long-term notes and receivables			23			23
Intercompany debt receivables	$8		3,307	($3,315	)
Investments	138	$4,473	37	(4,565	)	83
Goodwill			2,442			2,442
Property, plant and equipment, net			2,112			2,112
Other non-current assets		9	982			991

Total	$146	$4,482	$11,025	($7,880	)	$7,773

Liabilities and shareholders’ equity
Current liabilities
Short-term debt			$69			$69
Current maturities of long-term debt		$1	160			161
Accounts payable and accrued liabilities	$6	81	1,657			1,744
Income taxes payable		4	58			62

Total current liabilities	6	86	1,944			2,036


Long-term debt, excluding current maturities		759	2,950			3,709
Long-term intercompany debt		3,315		($3,315	)
Postretirement and pension liabilities			985			985
Other non-current liabilities		184	522			706
Minority interests			197			197
Commitments and contingent liabilities
Shareholders’ equity	140	138	4,427	(4,565	)	140

Total	$146	$4,482	$11,025	($7,880	)	$7,773

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2004
(in millions)

	Parent		Issuer		Non Guarantors		Eliminations		Total Company



Net cash provided by / (used for) operating activities	$4		($184	)	$210				$30


Cash flows from investing activities
Capital expenditures					(97	)			(97	)
Proceeds from sale of property, plant and equipment					12				12
Intercompany investing activities			406		(398	)	($8	)
Other, net			4		(10	)			(6	)

Net cash provided by / (used for) investing activities			410		(493	)	(8	)	(91	)


Cash flows from financing activities
Proceeds from long-term debt					427				427
Payments of long-term debt			(22	)	(474	)			(496	)
Net change in short-term debt					81				81
Net change in long-term intercompany balances	(6	)	(204	)	210
Debt issue costs					(28	)			(28	)
Common stock issued	2								2
Dividends paid					(8	)	8
Dividends paid to minority interests, net of contributions					(29	)			(29	)

Net cash provided by / (used for) financing activities	(4	)	(226	)	179		8		(43	)

Effect of exchange rate changes on cash and cash equivalents					(2	)			(2	)

Net change in cash and cash equivalents					(106	)			(106	)

Cash and cash equivalents at beginning of period					401				401

Cash and cash equivalents at end of period	$0		$0		$295		$0		$295

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2003
(in millions)

	Parent		Issuer		Non Guarantors		Eliminations		Total Company



Net cash provided by / (used for) operating activities			($229	)	$299				$70


Cash flows from investing activities
Capital expenditures					(82	)			(82	)
Proceeds from sale of property, plant and equipment					27				27
Change in restricted cash					(145	)			(145	)
Intercompany investing activities	($2	)	850		(877	)	$29
Other, net					(9	)			(9	)

Net cash provided by / (used for) investing activities	(2	)	850		(1,086	)	29		(209	)


Cash flows from financing activities
Proceeds from long-term debt					2,623				2,623
Payments of long-term debt			(265	)	(565	)			(830	)
Net change in short-term debt			(1,576	)	(11	)			(1,587	)
Net change in long-term intercompany balances			1,193		(1,193	)
Debt issue costs					(137	)			(137	)
Net payment from termination of cross-currency swaps					(8	)			(8	)
Common stock issued	2		27		2		(29	)	2
Dividends paid to minority interests, net of contributions					(18	)			(18	)

Net cash provided by / (used for) financing activities	2		(621	)	693		(29	)	45

Effect of exchange rate changes on cash and cash equivalents					18				18

Net change in cash and cash equivalents					(76	)			(76	)

Cash and cash equivalents at beginning of period					363				363

Cash and cash equivalents at end of period	$0		$0		$287		$0		$287

Crown Holdings, Inc.

PART I - FINANCIAL INFORMATION

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in millions)

Introduction

The following discussion presents management’s analysis of the results of operations for the three and nine months ended September 30, 2004 compared to the corresponding periods in 2003 and the changes in financial condition and liquidity from December 31, 2003. This discussion should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 along with the consolidated financial statements and related notes included in and referred to within this report.

Executive Overview

The Company’s principal areas of focus include improving segment income, reducing debt and reducing asbestos-related costs.

Improving segment income is primarily dependent on the Company’s ability to increase revenues and manage costs. Key strategies for building and expanding the business include targeting geographic markets with strong growth potential, such as Asia, Latin America and southern and central Europe, improving selling prices in certain product lines and developing innovative packaging products using proprietary technology. The Company’s cost control efforts focus on improving operating efficiencies and managing material and labor costs, including pension and benefit costs. The Company operates globally and has significant revenues, income, cash flow and debt denominated in currencies other than the U.S. dollar.

The reduction of debt remains a principal strategic goal of the Company and is primarily dependent upon the Company’s ability to generate cash flow from operations. In addition, the Company may consider divestitures from time to time. The Company’s total debt of $3,959 at September 30, 2004 decreased $313 from $4,272 at September 30, 2003. The reduction in debt included $145 from the use of restricted cash to retire unsecured notes.

The Company seeks to reduce its asbestos-related costs through prudent case management. Asbestos-related payments were $68 in 2003 and $30 for the first nine months of 2004, and the Company expects to pay approximately $50 for the full year of 2004.

A number of the Company’s U.S. steel suppliers began assessing a price surcharge earlier this year. To date, the impact on earnings has not been material as a result of the pass-through of increased costs to customers. However, the Company is continuing to monitor this situation and the effect on its operations.

Results of Operations

Net Sales

Net sales in the third quarter of 2004 were $1,992, an increase of $139 or 7.5% when compared to net sales of $1,853 for the same period in 2003. Net sales in the first nine months of 2004 were $5,451, an increase of $412 or 8.2% compared to net sales of $5,039 for the same period in 2003. Sales from U.S. operations accounted for 30% of consolidated net sales in the first nine months of 2004 compared to 31% for the same period in 2003. Sales of beverage cans and ends accounted for 37% and sales of food cans and ends accounted for 32% of consolidated net sales in the first nine months of 2004 and 2003.

Crown Holdings, Inc.

An analysis of comparative segment net sales follows:

	Net Sales				Percentage Change

	Third Quarter		Nine Months		Third	Nine
	2004	2003	2004	2003	Quarter	Months

Segment:

Americas	$ 771	$ 734	$2,159	$2,061	5.0%	4.8%
Europe	1,119	1,023	3,014	2,716	9.4%	11.0%
Asia-Pacific	102	96	278	262	6.3%	6.1%


	$1,992	$1,853	$5,451	$5,039	7.5%	8.2%

Net sales in the Americas segment for the third quarter of 2004 were $771, an increase of $37 or 5.0% compared to net sales of $734 in the third quarter of 2003. Net sales for the first nine months of 2004 were $2,159, an increase of $98 or 4.8% compared to net sales of $2,061 in the first nine months of 2003. The increase in net sales for the third quarter and first nine months of 2004 was primarily due to the pass-through of raw material costs to customers and currency translation ($5 in the third quarter and $24 in the first nine months). The effect of currency translation was primarily due to the strengthening of the Canadian dollar against the U.S.dollar.

Net sales in the European segment for the third quarter of 2004 were $1,119, an increase of $96 or 9.4% compared to net sales of $1,023 in the third quarter of 2003. Net sales for the first nine months of 2004 were $3,014, an increase of $298 or 11.0% compared to net sales of $2,716 in the first nine months of 2003. The increase in net sales for the third quarter and the first nine months of 2004 was primarily due to the favorable impact of currency translation from the strengthening of the euro and pound sterling against the U.S. dollar.

Net sales in the Asia-Pacific segment for the third quarter of 2004 were $102, an increase of $6 or 6.3% compared to net sales of $96 in the third quarter of 2003. Net sales for the first nine months of 2004 were $278, an increase of $16 or 6.1% compared to $262 in the first nine months of 2003. The increase in net sales for the third quarter and first nine months of 2004 was primarily due to increased beverage can volumes in China and Southeast Asia.

Cost of Products Sold (Excluding Depreciation and Amortization)

Cost of products sold, excluding depreciation and amortization, was $1,642 and $4,504 for the three and nine months ended September 30, 2004, increases of $113 and $319, compared to $1,529 and $4,185 for the same periods in 2003. The increases were primarily due to the impact of currency translation of approximately $83 for the quarter and $257 for the nine months and higher material costs for aluminum and steel.

As a percentage of net sales, cost of products sold, excluding depreciation and amortization, was 82.4% and 82.6% for the three and nine months ended September 30, 2004 compared to 82.5% and 83.1% for the same periods in 2003. The improvement in 2004 was primarily due to productivity gains and the effects of the Company’s ongoing cost containment and restructuring programs in recent years.

In early 2004, several U.S. steel suppliers began assessing a price surcharge on the Company’s purchases of steel. Suppliers have indicated that a shortage of raw materials to produce steel and increased global demand, primarily in China, have combined to create the need for steel price increases for their customers. The steel price increases vary in amount, but are generally significant. Several suppliers have also indicated that they intend to further increase steel prices, and the current market environment has resulted in a tighter supply of steel which could require allocation among their steel purchasing customers.

Crown Holdings, Inc.

Item 2.

Management’s Discussion and Analysis (Continued)

As a result of the steel price increases, the Company in 2004 has implemented significant price increases in all of its steel product categories. To date, the impact on the Company’s earnings has not been material as a result of the pass-through of increased costs to customers. However, there can be no assurance that the Company will be able to fully recover from its customers the impact of steel surcharges or price increases. In addition, if the Company is unable to purchase steel for a significant period of time, the Company’s steel-consuming operations would be disrupted. The Company is continuing to monitor this situation and the effect on its operations.

Depreciation and Amortization

Depreciation and amortization was $77 and $230 in the third quarter and first nine months of 2004, decreases of $7 or 8.3% and $17 or 6.9% from the prior year periods. The decreases were primarily due to lower capital spending in recent years, offset by increases of $4 and $13 due to currency translation for the third quarter and nine months, respectively. The effect of currency translation was primarily due to the strengthening of the euro and pound sterling against the U.S. dollar.

Selling and Administrative Expense

Selling and administrative expense was $87 in the third quarter of 2004 compared to $80 for the same period in 2003. The increase was primarily due to currency translation in Europe from the strengthening of the euro and pound sterling against the U.S. dollar. As a percentage of net sales, selling and administrative expense was 4.4% for the three months ended September 30, 2004 compared to 4.3% for the same period in 2003.

Selling and administrative expense was $269 in the first nine months of 2004 compared to $242 for the same period in 2003. The increase was primarily due to currency translation in Europe from the strengthening of the euro and pound sterling against the U.S. dollar. As a percentage of net sales, selling and administrative expense was 4.9% for the nine months ended September 30, 2004 compared to 4.8% for the same period in 2003.

Provision for Restructuring

During the third quarter of 2004, the Company provided $1 for severance costs in connection with the closure of a plant in the Americas.

During the third quarter of 2003, the Company provided $3 for severance costs in connection with a reduction in force within the Americas.

Segment Income

Note M to the consolidated financial statements provides a reconciliation of consolidated segment income (net sales less cost of products sold, depreciation and amortization, selling and administrative expense and provision for restructuring) to income before income taxes, minority interests and equity earnings.

Consolidated segment income was $185 and $447 in the third quarter and nine months of 2004 compared to $157 and $362 in the quarter and nine months ended September 30, 2003. As a percentage of consolidated net sales, segment income was 9.3% and 8.2% in the third quarter and nine months of 2004 as compared to 8.5% and 7.2% for the same periods in 2003.

Crown Holdings, Inc.

Item 2.

Management’s Discussion and Analysis (Continued)

An analysis of segment income follows:

	Segment Income								Percentage Change

	Third Quarter				Nine Months				Third		Nine
	2004		2003		2004		2003		Quarter		Months

Segment:

Americas	$ 66		$ 43		$153		$107		53.5%		43.0%
Europe	126		116		323		279		8.6%		15.8%
Asia-Pacific	19		16		45		38		18.8%		18.4%
Corporate	( 26	)	( 18	)	( 74	)	( 62	)	(44.4%	)	(19.4%	)

	$185		$157		$447		$362		17.8%		23.5%

Americas segment income, as a percentage of net sales, was 8.6% and 7.1% in the third quarter and first nine months of 2004 compared to 5.9% and 5.2% for the same periods in 2003. The increases in segment income and percentage margin in 2004 were primarily due to cost reduction efforts. Costs were further reduced by $2 and $7, for the quarter and nine months ended September 30, 2004 due to the impact of the prescription drug subsidy contained in the Medicare Prescription Drug Improvement and Modernization Act of 2003. Further information about the Act and its impact on the Company’s financial statements is set forth under Note B to the consolidated financial statements, which information is incorporated herein by reference.

European segment income, as a percentage of net sales, was 11.3% and 10.7% in the quarter and first nine months of 2004 compared to 11.3% and 9.3% for the same periods in 2003. The increases in segment income and percentage margin in 2004 were primarily due to cost reduction efforts. In addition to the cost reduction efforts, segment income in 2004 also improved due to the effect of currency translation from he strengthening of the euro and pound sterling against the U.S. dollar.

Asia-Pacific segment income, as a percentage of net sales, was 18.6% and 16.2% in the third quarter and first nine months of 2004 compared to 16.7% and 14.5% for the same periods in 2003. The increases in segment income were primarily due to increased beverage can volumes in China and Southeast Asia.

Provision for Asset Impairments and Loss / Gain on Sale of Assets

During the first nine months of 2004, the Company sold various assets for $12 and had no total net gain or loss. During the first nine months of 2003, the Company sold various assets for $27 and recorded a net gain of $3 before tax.

During the third quarter of 2003, the Americas recorded charges of $46 for asset impairments, including $25 for the write-down of assets in Argentina due to economic issues in that country and the resulting impact on the Company’s business; $7 to write-off obsolete beverage end assets in the U.S. due to the expansion of the use of the Company’s SuperEnd™ technology; and $14 to write-off redundant equipment in the U.S., primarily due to the consolidation of operations.

Loss from Early Extinguishment of Debt

During the first quarter of 2004, the Company recognized a loss of $4 before tax, primarily in Europe, in connection with the repurchase of certain unsecured notes. During the third quarter of 2004, the Company entered into a new credit facility and recorded a charge of $33 to write-off unamortized fees from its previous facility. These transactions are more fully described in Note F to the consolidated financial statements, which information is incorporated herein by reference.

Crown Holdings, Inc.

Item 2.

Management’s Discussion and Analysis (Continued)

During the first nine months of 2003, the Company recognized a net pre-tax loss of $9 in connection with repurchases of certain unsecured notes, the write-off of unamortized fees from its previous credit facility, and the exchange of 5.4 million shares of its common stock for outstanding unsecured notes in privately negotiated debt-for-equity exchanges.

Net Interest Expense

Net interest expense decreased $9 and $8 for the three and nine months ended September 30, 2004, respectively, versus the same periods in 2003 due to lower average debt outstanding compared to 2003. This decrease was partially offset by increased borrowing rates from the 2003 refinancing discussed in Note F to the consolidated financial statements, which information is incorporated herein by reference.

Translation and Exchange Adjustments

The results for the nine months ended September 30, 2004 included net foreign exchange gains of $7 compared to net gains of $117 for the same period in 2003. These gains primarily arose from unhedged foreign currency exposures created when the majority of U.S. dollar debt from the 2003 refinancing was issued by the Company’s European subsidiaries. These currency exposures may continue to result in future foreign exchange gains or losses. The Company may hedge a portion of these exposures in the future through derivative instruments or intercompany loans. Further discussion of the potential impact on earnings from the 2003 refinancing is provided in Item 3 , “Quantitative and Qualitative Disclosures About Market Risk” of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.

Taxes on Income

The third quarter of 2004 included a tax charge of $32 on pre-tax income of $97 for an effective rate of 33.0%. The difference of $2 between the pre-tax income at the U.S. statutory rate of 35% or $34, and the total tax charge of $32 was primarily due to lower foreign tax rates, offset by charges for withholding taxes.

The first nine months of 2004 included a tax charge of $56 on pre-tax income of $152 for an effective rate of 36.8%. The difference of $3 between the pre-tax income at the U.S. statutory rate of 35%, or $53, and the total tax charge of $56 included a second quarter charge of $12 for potential tax contingencies, and net changes of $11 for valuation allowance adjustments, primarily for current year U.S. losses. These increases to the effective rate were partially offset by $20 of net reductions, including $13 due to federal, state and foreign refunds and credits due and $7 for lower foreign tax rates, net of charges for withholding taxes.

Minority Interests, net of Equity Earnings

The charge for minority interests, net of equity earnings, decreased $3 and $30 in the third quarter and first nine months of 2004, respectively, compared to the same periods of 2003. The charge for nine months ended September 30, 2003 included $22 for the Company’s share of a goodwill impairment charge recorded by Constar International Inc., in which the Company holds an interest of approximately 10.5%. The decrease for the third quarter of 2004, and the remaining decrease year-to-date, were primarily due to increased equity earnings in the beverage can joint ventures in the Middle East.

Liquidity and Capital Resources

Cash from Operations

Cash of $30 was provided by operating activities in the first nine months of 2004 compared to $70 during the same period in 2003. Cash used due to changes in working capital was $245 in the first nine months of 2004 compared to $193 in 2003. The Company generally uses cash in the first nine months of the year to finance its seasonal working capital needs. Interest payments increased to $277 in 2004 from $226 in 2003, due to the timing of the interest payments on the senior secured notes compared to the refinanced debt. The decreases due to working capital and interest were partially offset by a reduction in asbestos payments to $30 from $53 in 2003, and an improvement in gross profit.

Crown Holdings, Inc.

Item 2.

Management’s Discussion and Analysis (Continued)

Investing Activities

Investing activities used cash of $91 during the first nine months of 2004 compared to cash used of $209 in the prior year period. The reduction in cash used for investing activities was primarily due to restricted cash balances established in connection with the Company’s refinancing in February 2003.

Financing Activities

Financing activities used cash of $43 during the first nine months of 2004 compared to cash provided of $45 during the same period in 2003. The decrease in cash from financing activities compared to 2003 was primarily due to the net proceeds from the 2003 refinancing discussed below.

Refinancing

On February 26, 2003, the Company completed a refinancing consisting of the sale of $1,085 of 9.5% second priority senior secured notes due 2011, €285 of 10.25% second priority senior secured notes due in 2011, $725 of 10.875% third priority senior secured notes due in 2013, $504 of first priority term loans due in 2008 and a $550 first priority revolving credit facility due in 2006. Proceeds were used to repay the Company’s previous credit facility, repurchase and repay a portion of the Company’s outstanding unsecured notes and pay fees and expenses associated with the refinancing.

In September 2004, the Company completed an additional refinancing consisting of the sale of €350 of 6.25% first priority senior secured notes due 2011 and a new $625 senior secured credit facility. The new facility included a $400 revolving credit facility, a $100 standby letter of credit facility due in 2010 and a $125 term loan facility due in 2011. In October 2004, the Company completed an add-on issuance of €110 of 6.25% first priority senior secured notes due 2011, bringing the total of the two issuances to €460. The €350 of proceeds from the first issuance combined with the new $625 senior secured credit facility was used to refinance the existing credit and term loan facilities entered into in February, 2003, and to pay fees and expenses associated with the refinancing. The €110 of proceeds from the second issuance was used to repay the $125 term loan from September 2004 and to pay expenses associated with the issuance. In connection with the refinancing, the Company recorded a charge of $33 to write-off unamortized fees from its previous credit facility.

As of September 30, 2004, the Company had $350 of borrowing capacity available under the revolving credit facility, equal to the total facility of $400 less $50 of direct borrowings. The Company also has $26 of standby letters of credit capacity equal to $100 less $74 of standby letters of credit outstanding.

As of September 30, 2004, and adjusting for the October 2004 issuance of €110 noted above, aggregate maturities of long-term debt for the years ended December 31, 2004 to 2008 are approximately $51, $59, $287, $17 and $1, respectively.

Further information relating to the Company’s liquidity and capital resources is set forth under Note F to the consolidated financial statements, which information is incorporated herein by reference.

Contractual Obligations

Due to the effect of the recently enacted Pension Funding Equity Act of 2004, the Company expects its 2004 required pension plan contributions to be approximately $125 instead of the $155 disclosed in the Company’s 2003 Annual Report on Form 10-K.

In addition to the reduced pension plan contributions, purchase obligations, covering new agreements for raw materials and energy, increased by $306 in 2004, $329 in 2005 and $342 in 2006 above the amounts provided within Part I, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including, but not limited to, in the “Liquidity and Capital Resources” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

Crown Holdings, Inc.

Item 2.

Management’s Discussion and Analysis (Continued)

Commitments and Contingent Liabilities

Information regarding the Company’s commitments and contingent liabilities appear in Part I within Item 1 of this report under Note J , entitled “Commitments and Contingent Liabilities,” to the consolidated financial statements, which information is incorporated herein by reference.

Critical Accounting Policies

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States which require that management make numerous estimates and assumptions. Actual results could differ from these estimates and assumptions, impacting the reported results of operations and financial condition of the Company. Management’s Discussion and Analysis and Note A to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 describe the significant accounting estimates and policies used in the preparation of the consolidated financial statements. There have been no significant changes in the Company’s critical accounting policies during the first nine months of 2004.

Forward Looking Statements

Statements included herein in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including, but not limited to, in the Cost of Products Sold section and in the discussions of asbestos in Note I , commitments and contingencies in Note J and pension and other postretirement benefits in Note L to the consolidated financial statements included in this Quarterly Report on Form 10-Q and also in Part I, Item 1: “Business” and Item 3: “Legal Proceedings” and in Part II, Item 7: “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” within the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, which are not historical facts (including any statements concerning plans and objectives of management for future operations or economic performance, or assumptions related thereto), are “forward-looking statements” within the meaning of the federal securities laws. In addition, the Company and its representatives may from time to time, make oral or written statements which are also “forward-looking statements.”

These forward-looking statements are made based upon management’s expectations and beliefs concerning future events impacting the Company and, therefore, involve a number of risks and uncertainties. Management cautions that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.

While the Company periodically reassesses material trends and uncertainties affecting the Company’s results of operations and financial condition in connection with the preparation of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and certain other sections contained in the Company’s quarterly, annual or other reports filed with the Securities and Exchange Commission (“SEC”), the Company does not intend to review or revise any particular forward-looking statement in light of future events.

A discussion of important factors that could cause the actual results of operations or financial condition of the Company to differ from expectations has been set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 within Part II, Item 7: “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Forward Looking Statements” and is incorporated herein by reference. Some of the factors are also discussed elsewhere in this Form 10-Q and in prior Company filings with the SEC. In addition, other factors have been or may be discussed from time to time in the Company’s SEC filings.

Crown Holdings, Inc.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Following the refinancing in 2003, the Company has significant U.S. dollar exposure in Europe which may result in future material foreign exchange adjustments to earnings. As of September 30, 2004, the Company had approximately $1.4 billion of net U.S. dollar-denominated liability exposure in its European subsidiaries, including approximately $0.9 billion in subsidiaries with the euro as their functional currency and approximately $0.5 billion in subsidiaries with pound sterling as their functional currency. In addition, a euro functional currency subsidiary had a Canadian dollar asset exposure of approximately $0.5 billion from an intercompany loan. Based on the exposures at September 30, 2004, a one percentage change in the functional currencies against the exposure would result in an exchange gain or loss of approximately $9 million before tax.

As of September 30, 2004, the Company had approximately $1.2 billion principal floating interest rate debt, including $900 from four outstanding interest rate swaps as discussed in Note G to the consolidated financial statements, which information is incorporated herein by reference. A change of .25% in these floating interest rates would change annual interest expense by approximately $3 million before tax.

Item 4.

Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, management, including the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures. Based upon that evaluation, and as of the end of the quarter for which this report is made, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective, in all material respects, to ensure that information to be disclosed in the reports that the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

There has been no change in internal control over financial reporting that occurred during the quarter ended September 30, 2004, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Crown Holdings, Inc.

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings

	For information regarding the Company’s potential asbestos-related liabilities and a Statement of Objections issued by the European Commission, see Note I entitled “Asbestos-Related Liabilities” and Note J entitled “Commitments and Contingent Liabilities,” respectively, to the consolidated financial statements within Item 1 of this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.

Item 2.

Unregistered Sale of Equity Securities and Use of Proceeds

	None.

Item 5.

Other Information


	On November 5, 2004, the Registrant finalized an employment agreement between Crown Holdings, Inc. and William R. Apted, President of the Company’s European Division.

Item 6.

Exhibits

		Exhibits


		4.a.	Form of Crown European Holdings’ 6.25% First Priority Senior Secured Notes due 2011.


		10.1.	Executive Employment Agreement, dated as of July 22, 2004, between Crown Holdings, Inc. and William R. Apted.


		10.2.	Executive Employment Agreement, dated as of July 22, 2004, between Crown Holdings, Inc. and Frank J. Mechura.


		10.3.	Executive Employment Agreement, dated as of July 22, 2004, between Crown Holdings, Inc. and William H. Voss.


		10.4.	Executive Employment Agreement, dated as of July 22, 2004, between Crown Holdings, Inc. and Timothy J. Donahue.


		10.5.	Crown Holdings, Inc. 2004 Stock-Based Incentive Plan, dated as of April 22, 2004 (incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 19, 2004 (File No. 0-50189)).


		10.6.	Form of Agreement for Non-Qualified Stock Option Awards under Crown Holdings, Inc. 2004 Stock-Based Incentive Compensation Plan.


		10.7.	Crown Holdings, Inc. Stock Compensation Plan for Non-Employee Directors, dated as of April 22, 2004 (incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 19, 2004 (File No. 0-50189)).


		10.8.	Crown Cork & Seal Company, Inc. Senior Executive Retirement Plan, as amended and restated as of January 1, 2000.


		10.9.	Amendment No. 1, effective July 22, 2004, to the Crown Cork & Seal Company, Inc. Senior Executive Retirement Plan, as amended and restated January 1, 2000.

Crown Holdings, Inc.


		31.1.	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


		31.2.	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


		32.	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by John W. Conway, Chairman of the Board, President and Chief Executive Officer of Crown Holdings, Inc. and Alan W. Rutherford, Vice Chairman of the Board, Executive Vice President and Chief Financial Officer of Crown Holdings, Inc.

Crown Holdings, Inc.

SIGNATURE

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


		Crown Holdings, Inc.
		Registrant

	By:	/s/ Thomas A. Kelly
		Thomas A. Kelly
		Vice President and Corporate Controller

Date: November 5, 2004

EXHIBIT 4.a

[FORM OF RESTRICTED NOTE]

CROWN EUROPEAN HOLDINGS SA

6-1/4% FIRST PRIORITY SENIOR SECURED NOTE DUE 2011

[Insert Global Note Legend, if applicable]

[Insert Private Placement Legend]

[Insert Proceeds Sharing Agreement Legend, if applicable]

No. [ ]		CUSIP No. [ ]
		ISIN No. [ ]
		Common Code No. [ ]
		€ [ ]

CROWN EUROPEAN HOLDINGS SA, a French société anonyme, as issuer (the “Company”), for value received, promises to pay to [ ] or registered assigns the principal sum of [ ] on September 1, 2011.

Interest Payment Dates: March 1 and September 1, commencing March 1, 2005.

Record Dates: February 15 and August 15 (whether or not a Business Day).

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by two of its duly authorized officers.

CROWN EUROPEAN HOLDINGS SA

By:
	Name:
	Title:

By:
	Name:
	Title:

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Certificate of Authentication

This is one of the 6-1/4% First Priority Senior Secured Notes due 2011 referred to in the within-mentioned Indenture.

WELLS FARGO BANK, N.A., as Trustee

By:

JPMORGAN CHASE BANK, LONDON BRANCH, as Authenticating Agent

By:

Dated: [ ]

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[FORM OF REVERSE OF RESTRICTED NOTE]

CROWN EUROPEAN HOLDINGS SA

6-1/4% FIRST PRIORITY SENIOR SECURED NOTES DUE 2011

1. Interest . CROWN EUROPEAN HOLDINGS SA, a French société anonyme, as issuer (the “Company”), promises to pay interest on the principal amount set forth on the face hereof at a rate of 6.25% per annum. Interest hereon will accrue from and including the most recent date to which interest has been paid or, if no interest has been paid, from and including September 1, 2004 to but excluding the date on which interest is paid. Interest shall be payable in arrears on each March 1 and September 1, commencing March 1, 2005. Interest will be computed on the basis of a 360-day year of twelve 30-day months and actual days elapsed. The Company shall pay interest on overdue principal and on overdue interest (to the full extent permitted by law) at the rate borne by the Notes.

2. Method of Payment . The Company will pay interest hereon (except defaulted interest) to the Persons who are registered Holders at the close of business on February 15 or August 15 next preceding the interest payment date (whether or not a Business Day). Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal and interest in Euros. Interest may be paid by check mailed to the Holder entitled thereto at the address indicated on the register maintained by the Registrar for the Notes.

3. Paying Agent and Registrar . Initially, JPMorgan Chase Bank, London Branch will act as a Paying Agent and Registrar. The Company may change Paying Agent or Registrar without notice. The Company or any Affiliate thereof may act as Paying Agent or Registrar.

4. Indenture . The Company issued the Notes under an Indenture dated as of September 1, 2004 (the “ Indenture ”) among the Company, the Guarantors and the Trustee. This is one of an issue of Notes of the Company issued, or to be issued, under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §77aaa-77bbbb), as amended from time to time. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture.

5. Optional Redemption .

(a) The Company may redeem the Notes, at its option, in whole at any time or in part from time to time (the “ Make-Whole Redemption ”), at a redemption price equal to the greater of:

(1) 100% of the principal amount of the Notes to be redeemed, and

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(2) the present value of the sum of the principal amount that would be payable on such Notes on September 1, 2011 and all remaining interest payments to and including September 1, 2011 (but excluding any interest accrued to the Make-Whole Redemption Date), discounted on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) from September 1, 2011 to the Make-Whole Redemption Date at a per annum interest rate equal to the Applicable Treasury Rate on such Make-Whole Redemption Date plus 0.50%,

in each case, plus accrued and unpaid interest, if any, to the applicable redemption date.

(b) Notwithstanding the foregoing, on or prior to September 1, 2007, the Company, on one or more occasions, may, at its option, redeem up to 35% in aggregate principal amount of the Notes (including Additional Notes) originally issued under the Indenture at a redemption price equal to 106.250% of their principal amount, plus accrued and unpaid interest, if any, to the Redemption Date, in each case with the net cash proceeds of one or more Equity Offerings by Parent to the extent that the net cash proceeds thereof are contributed to the common equity capital of the Company or are used to subscribe from the Company shares of Qualified Capital Stock of the Company; provided that (1) at least 65% in aggregate principal amount of the Notes (including Additional Notes) originally issued under the Indenture remain outstanding immediately after the occurrence of each such redemption and (2) such redemption occurs within 90 days of the date of the closing of any such Equity Offering.

6. Redemption for Changes in Withholding Tax . The Company may, at its option, redeem all, but not less than all, of the Notes then outstanding at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the Redemption Date. This redemption applies only if as a result of any amendment to, or change in, the laws or treaties (including any rulings or regulations promulgated thereunder) of France or any other jurisdiction in which the Company or any Guarantor is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including a holding by a court of competent jurisdiction), which amendment or change is effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor, the date on which such successor Person became such pursuant to applicable provisions of this Indenture), the Company or a Guarantor has become or will become obligated to pay material Additional Amounts (pursuant to Section 4.16 of the Indenture) on the next date on which any amount would be payable with respect to the Notes and the Company or such Guarantor determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to the Company or such Guarantor.

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No such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company or a Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Notes then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Company shall deliver to the Trustee (i) an Officers’ Certificate stating that the Company is entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to elect to redeem have occurred and (ii) an Opinion of Counsel qualified under the laws of the relevant jurisdiction to the effect that the Company or the applicable Guarantor or such successor Person, as the case may be, has or will become obligated to pay such Additional Amounts as a result of such amendment or change.

7. Notice of Redemptio n. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed.

8. Offers To Purchase . The Indenture provides that upon the occurrence of a Change of Control or an Asset Sale and subject to further limitations contained therein, the Company shall make an offer to purchase outstanding Notes in accordance with the procedures set forth in the Indenture.

9. Registration Rights Agreement . The Holder of this Note is entitled to the benefits of the Registration Rights Agreement. Capitalized terms used in this paragraph 9 and not otherwise defined have the meanings set forth in the Registration Rights Agreement.

In the event that (i) within 90 days after the Issue Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (ii) within 210 days after the Issue Date, the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, has not been declared effective, (iii) within 240 days after the Issue Date, the Exchange Offer has not been consummated or (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject, in the case of the Shelf Registration Statement, to the exceptions set forth in the Registration Rights Agreement) in connection with resales of the Initial Placement or Exchange Securities in accordance with and during the periods specified in Sections 2(c)(iii) and 3(b)(ii) of the Registration Rights Agreement (each such event referred to in clauses (i) through (iv), a “ Registration Default ”), then liquidated damages (“ Liquidated Damages ”) will accrue on this Note from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Liquidated Damages will accrue at a rate equal to 0.50% per annum of the aggregate principal amount of the Notes during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum for each subsequent 90-day period during which such Registration Default continues, but in no event shall such Liquidated Damages exceed 1.50% per annum.

10. Denominations, Transfer, Exchange . The Notes are in registered form without coupons in denominations of €1,000 and integral multiples of €1,000. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay to it any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes or portion of a Note selected for redemption, or register the transfer of or exchange any Notes for a period of 15 days before a mailing of notice of redemption.

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11. Persons Deemed Owners . The registered Holder of this Note may be treated as the owner of this Note for all purposes.

12. Unclaimed Money . If money for the payment of principal or interest remains unclaimed for two years, the Trustee will pay the money back to the Company at its written request. After that, Holders entitled to the money must look to the Company for payment as general creditors unless an “abandoned property” law designates another Person.

13. Amendment, Supplement, Waiver, Etc . The Company and the Trustee may, without the consent of the Holders of any outstanding Notes, amend, waive or supplement the Indenture or the Notes for certain specified purposes, including, among other things, curing ambiguities, defects or inconsistencies, maintaining the qualification of the Indenture under the TIA providing for the assumption by a successor to the Company of its obligations to the Holders and making any change that does not adversely affect the rights of any Holder in any material respect. Other amendments and modifications of the Indenture or the Notes may be made by the Company and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of the outstanding Notes, subject to certain exceptions requiring the consent of the Holders of 66 2/3% in aggregate principal amount of the outstanding Notes or the consent of the Holders of the particular Notes to be affected.

14. Restrictive Covenants . The Indenture imposes certain limitations on the ability of Parent and its Restricted Subsidiaries to, among other things, incur additional Indebtedness, pay dividends on, redeem or repurchase its Equity Interests, make certain investments, sell assets, create restrictions on the payment of dividends or other amounts to the Company from its Restricted Subsidiaries, enter into transactions with Affiliates, create Liens, enter into Sale and Leaseback Transactions or consolidate, merge or sell all or substantially all of the assets of Parent and its Restricted Subsidiaries and requires the Company to provide reports to Holders of the Notes. Such limitations are subject to a number of important qualifications and exceptions. Pursuant to Section 4.06 of the Indenture, the Company must annually report to the Trustee on compliance with such limitations.

15. Successor Corporation . When a successor corporation assumes all the obligations of its predecessor under the Notes and the Indenture and the transaction complies with the terms of Article Five of the Indenture, the predecessor corporation will, except as provided in Article Five, be released from those obligations.

16. Defaults and Remedies . Events of Default are set forth in the Indenture. If an Event of Default occurs and is continuing under this Indenture, either the Trustee, by notice in writing to the Company, or the Holders of at least (y) 25% in aggregate principal amount of the Notes then outstanding in the case of any Event of Default arising under any of clauses (1) through (9) of Section 6.01 and (z) a majority in principal amount of the Notes then outstanding in the case of any Event of Default arising under clause (10) of Section 6.01 may, in each case, by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration”, and the Trustee at the request of such Holders shall, declare the principal of and premium, if any, and accrued interest, if any, on the Notes to be immediately due and payable, and upon such declaration of acceleration, such principal, premium, if any, and accrued interest, if any, shall be immediately due and payable; provided, however, that, notwithstanding the foregoing, if an Event of Default specified in Section 6.01(7) occurs with respect to Parent or the Company, the principal of and premium, if any, and accrued interest, if any, on the Notes then outstanding shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

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Notwithstanding the foregoing, if after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of outstanding Notes may rescind and annul such acceleration if:

(1) all Events of Default, other than nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived;

(2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;

(3) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and

(4) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(7), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived.

No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal of or interest on the Notes) if it determines that withholding notice is in their best interests.

17. Trustee Dealings with Company . The Trustee, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee.

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18. No Recourse Against Others . No director, officer, employee, incorporator, member of the Board of Directors or holder of Capital Stock of Parent or of any Restricted Subsidiary, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees, the Security Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability.

19. Discharge . The Company’s obligations pursuant to the Indenture will be discharged, except for obligations pursuant to certain sections thereof, subject to the terms of the Indenture, upon the payment of all the Notes or upon the irrevocable deposit with the Trustee of cash in Euros, EU Government Obligations or a combination thereof, in such amounts as will be sufficient to pay when due principal of and interest on the Notes to maturity or redemption, as the case may be.

20. Guarantees . From and after the Issue Date, the Notes will be entitled to the benefits of certain Note Guarantees made for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders.

21. Authentication . This Note shall not be valid until the Trustee signs the certificate of authentication on the other side of this Note.

22. Governing Law . THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

23. Abbreviations . Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TENANT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

	Crown European Holdings SA
	Le Colisée I
	Rue Fructidor
	75830 Paris Cedex 17
	France
	Attn: William R. Apted
	Telephone: 33 1 4918 4000
	Facsimile: 33 1 4918 4001

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ASSIGNMENT

I or we assign and transfer this Note to:

(Insert assignee’s social security or tax I.D. number)

(Print or type name, address and zip code of assignee)

and irrevocably appoint

Agent to transfer this Note on the books of the Company. The Agent may substitute another to act for him.

Date:			Your Signature:
				(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have all or any part of this Note purchased by the Company pursuant to Section 4.08 or Section 4.12 of the Indenture, check the appropriate box:

Section 4.08

Section 4.12

If you want to have only part of the Note purchased by the Company pursuant to Section 4.08 or Section 4.12 of the Indenture, state the amount you elect to have purchased:

€
	(multiple of €1,000)

Date:


		Your Signature:		(Sign exactly as your name appears on the other side of this Note)


	Signature Guaranteed

SIGNATURE GUARANTEE

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EXHIBIT 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

THIS IS AN EMPLOYMENT AGREEMENT (“Agreement”), effective July 22, 2004, (“Effective Date”) by and among CROWN Metal Packaging Canada LP, formerly known as Crown Cork and Seal Canada, Inc. (the “Company”), Crown Holdings, Inc. (the “Parent”) and William R. Apted (the “Executive”).

Background

WHEREAS, the Company is a 100% owned indirect subsidiary of the Parent.

WHEREAS, the Executive is currently employed by the Company and is President of the Parent’s European Division.

WHEREAS, the Company and the Parent desire to assure themselves of the continued employment of the Executive with the Company and to encourage his continued attention and dedication to the best interests of the Company and the Parent.

WHEREAS, the Executive desires to remain and continue in the employment of the Company in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and intending to be legally bound hereby, the parties agree as follows:

Terms

1. Definitions . As used in this Agreement, the following terms shall have the meanings set forth below:

1.1. “ Board ” shall mean the Board of Directors of the Company.

1.2. “ Cause ” shall mean the termination of the Executive’s employment with the Company as a result of:

(a) the Executive’s willful failure to perform such services as may be reasonably delegated or assigned to the Executive by the Board, the Chairman or Vice Chairman of the board of directors of the Parent, the Parent’s Chief Executive Officer or any other executive to whom the Executive may report;

(b) the continued failure by the Executive to devote his full-time best effort to the performance of his duties under the Agreement (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness);

(d) the Executive’s conviction of, or a plea of nolo contendre to, a felony or a crime involving fraud or moral turpitude.

1.3. “ Change in Control ” shall mean any of the following events:

(a) a “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Parent or an affiliate of the Parent or a corporation owned, directly or indirectly, by the stockholders of the Parent in substantially the same proportions as their ownership of stock of the Parent, is or becomes the “beneficial owner” (as defined in Rule 13D-3 under the Exchange Act), directly or indirectly, of securities of the Parent representing twenty-five percent (25%) or more of the combined voting power of the Parent’s then outstanding securities; or

(b) during any period of two consecutive years, individuals who at the beginning of such period constitute the board of directors of the Parent and any new director (other than a director designated by a person who has entered into an agreement with the Parent to effect a transaction described in Section 1.3(a), Section 1.3(c) or Section 1.3(d) hereof) whose election by the board of directors of the Parent or nomination for election by the Parent’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(c) the Parent merges or consolidates with any other corporation, other than in a merger or consolidation that would result in the voting securities of the Parent outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least seventy-five percent (75%) of the combined voting power of the voting securities of the Parent or such surviving entity outstanding immediately after such merger or consolidation; or

(d) the stockholders of the Parent approve a plan of complete liquidation of the Parent or the Parent sells or otherwise disposes of all or substantially all of the Parent’s assets.

1.4. “ Good Reason ” shall mean:

(a) the assignment to the Executive, without the Executive’s expressed written approval, of duties or responsibilities, inconsistent, in a material respect, with the Executive’s title and position as set forth and described in Section 2 of this Agreement on the date of a Change in Control or the reduction in the Executive’s duties, responsibilities or authority from those in effect on the date of a Change in Control;

(b) a reduction by the Company in the Executive’s “Base Salary” (as defined in Section 4.1 below) or in the other compensation and benefits, in the aggregate, payable to the Executive hereunder, or a material adverse change in the terms or conditions on which any such compensation or benefits are payable as in effect on the date of a Change in Control;

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(c) following a Change in Control, a failure by the Company or the Parent, without the express consent of the Executive, to pay the Executive any amounts otherwise vested and due hereunder or under any plan or policy of the Company or the Parent;

(d) a relocation of the Executive’s primary place of employment, without the Executive’s expressed written approval, to a location more than twenty (20) miles from the location at which the Executive performed his duties on the date of a Change in Control; or

(e) the failure or refusal of the Parent’s Successor (as defined in Section 13 below) to expressly assume this Agreement in writing, and all of the duties and obligations of the Parent hereunder in accordance with Section 13.

2. Position and Duties . The Company agrees to continue to employ the Executive and the Executive hereby agrees to continue to be employed by the Company, upon the terms, conditions and limitations set forth in this Agreement. The Executive shall serve as President of the Parent’s European Division, with the customary duties, authorities and responsibility of such position and such other duties, authorities and responsibility (a) as have been agreed upon by the Parent and the Executive or (b) as may from time to time be delegated to the Executive by the Board, the Chairman or Vice Chairman of the board of directors of the Parent, the Parent’s Chief Executive Officer, or any other executive to whom the Executive may report as are consistent with such position. The Executive agrees to perform the duties and responsibilities called for hereunder to the best of his ability and to devote his full time, energies and skills to such duties, with the understanding that he may participate in charitable and similar activities and may have business interests in passive investments which may, from time to time, require portions of his time, but such activities shall be done in a manner consistent with his obligations hereunder.

3. Term . The Executive’s employment under this Agreement shall commence on the Effective Date and unless sooner terminated as provided in Article 5 shall continue for a period of three years (the “Initial Term”). Except as otherwise provided herein, unless either party gives written notice to the other parties at least 30 days before the first anniversary of the Effective Date or any subsequent anniversary of the Effective Date that the term hereunder shall not be extended or further extended beyond its then term (a “Nonrenewal Notice”), the term of the Agreement shall automatically be extended for an additional one year period from each anniversary, subject to the same terms, conditions and limitations as applicable to the Initial Term unless amended or terminated as provided herein (the “Renewal Term”). The effect of the preceding sentence is that except as a result of a Nonrenewal Notice, the term of the Agreement shall be a rolling three years. For purposes of this Agreement, the Initial Term and all subsequent Renewal Terms shall be collectively referred to as the “Term” of the Agreement. Notwithstanding the foregoing, the Agreement, if not earlier terminated, shall terminate upon the Executive’s “Normal Retirement Date” as such term is defined in the Company’s Pension Plan, unless otherwise expressly agreed in writing by the Company, the Parent and the Executive at least 60 days prior to such Normal Retirement Date.

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4. Compensation and Benefits .

4.1. Base Salary . The Company shall pay, or cause to be paid, to the Executive for the performance of his duties under this Agreement an initial base salary of $450,000 per year (the “ase Salary”), payable in accordance with the Company’s normal payroll practices. Thereafter, the rate of the Executive’s Base Salary will be reviewed and adjusted as appropriate in accordance with the Company’s regular compensation review practices. Effective as of the date of any such increase, the Base Salary so increased shall be considered the new Base Salary for all purposes of this Agreement.

4.2. Annual Bonus . During the Term, in addition to Base Salary, for each fiscal year of the Company ending during the Term, the Executive shall participate in, and shall have the opportunity to receive a bonus in an amount to be determined in accordance with, the Parent’s Economic Profit Incentive Plan or any successor bonus plan, and any other bonus or incentive plan, program or arrangement adopted by or applicable to the Company for the benefit of its senior personnel (the “Annual Bonus Payment”).

4.3. Employee Benefits . During the Term, the Executive shall be entitled to participate in all of the Company’s employee benefit plans, programs and policies, including any retirement benefits or plans, group life, hospitalization or disability insurance plans, health programs, fringe benefit programs and similar plans, programs and policies, that are now or hereafter made available to the Company’s salaried personnel generally, as such plans, programs and policies may be in effect from time to time, in each case to the extent that the Executive is eligible under the terms of such plans, programs and policies. Without limiting the generality of the foregoing, the Executive shall also be eligible to participate in the Crown Senior Executive Retirement Plan (the “SERP”) in accordance with the terms of his Senior Executive Retirement Agreement dated May 17, 2002 (the “SERP Agreement”), as such may be amended from time to time, and the Parent’s 2004 Stock-Based Incentive Compensation Plan, and any other equity-based incentive plans as maintained by the Parent from time to time for the benefit of senior executives.

4.4. Vacation . The Executive shall be entitled to vacation in accordance with the Company’s vacation policy.

4.5. Automobile . During the Term, the Company shall make available to the Executive, an automobile in accordance with and subject to the conditions of the Company’s standard automobile policy or practices as in effect from time to time.

4.6. Reimbursement of Expenses . During the Term, the Company will reimburse the Executive in accordance with the Company’s expense reimbursement policy as in effect from time to time for expenses reasonably and properly incurred by him in performing his duties, provided that such expenses are incurred and accounted for in accordance with the policies and procedures presently or hereinafter established by the Company.

5. Termination .

5.1. Death . The Executive’s employment under this Agreement shall terminate immediately upon the Executive’s death, and the Company and the Parent shall have no further obligations under this Agreement, except to pay to the Executive’s estate (or his beneficiary, as may be appropriate) (a) any Base Salary earned through his date of death, to the extent theretofore unpaid and (b) such retirement, incentive and other benefits earned and vested (if applicable) by the Executive as of the date of his death under any employee benefit plan of the Company or Parent in which the Executive participates, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

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5.2. Disability . If the Executive is unable to perform his duties under this Agreement because of a “Total Disability” as determined in accordance with the SERP Agreement, the Company may terminate the Executive’s employment by giving written notice to the Executive. Such termination shall be effective as of the date of such notice and the Company and the Parent shall have no further obligations under this Agreement, except to pay to, or on behalf of, the Executive (a) any Base Salary earned through the date of such termination, to the extent theretofore unpaid, (b) such retirement, incentive and other benefits earned and vested (if applicable) by the Executive as of the date of his termination under any employee benefit plan of the Company or Parent in which the Executive participates (including the SERP and SERP Agreement), all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans, and (c) tax equalization payments, costs of tax return preparation and relocation costs (collectively, the “Ex-Pat Benefits”) in accordance with the then current practice with respect to such benefits.

5.3. Retirement . The Executive’s employment under this Agreement shall terminate upon the Executive’s retirement under the Company’s Pension Plan. Such termination shall be effective as of the date of the Executive’s retirement, and the Company and the Parent shall have no further obligations under this Agreement, except to pay to, or on behalf of, the Executive (a) any Base Salary earned through the date of the Executive’s retirement, to the extent theretofore unpaid, (b) such retirement, incentive and other benefits earned and vested (if applicable) by the Executive as of the date of his retirement under any employee benefit plan of the Company or Parent in which the Executive participates (including the SERP and SERP Agreement), all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans, and (c) the Ex-Pat Benefits in accordance with the then current practice with respect to such benefits.

5.4. Voluntary Termination . At any time during the Term, upon thirty (30) days’ written notice to the Company, the Executive may voluntarily terminate his employment with the Company. Except as provided in Section 5.7 (if applicable), upon such termination the Company and the Parent shall have no further obligations under this Agreement except to pay to, or on behalf of, the Executive (a) any Base Salary earned to the date of the Executive’s termination of employment, to the extent theretofore unpaid, (b) such retirement, incentive and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company or Parent in which the Executive participates (including the SERP and SERP Agreement), all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans, and (c) the Ex-Pat Benefits in accordance with the then current practice with respect to such benefits.

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5.5. Termination For Cause . The Company may terminate the Executive’s employment under this Agreement at any time for Cause by giving written notice to the Executive. The Company’s required notice of termination shall specify the event or circumstances that constitute Cause. The Executive’s termination shall be effective as of the date of such notice. Upon termination of the Executive’s employment for Cause, the obligations of the Company and the Parent under this Agreement shall terminate, except for the obligation to pay to, or on behalf of, the Executive (a) any Base Salary earned through the date of such termination, to the extent theretofore unpaid, and (b) such retirement, incentive, and other benefits earned and vested (if applicable) by the Executive as of such termination under any employee benefit plan of the Company or Parent in which the Executive participates (including the SERP and SERP Agreement), all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

5.6. Involuntary Termination by the Company Other Than For Cause or Disability, Prior to a Change in Control . The Company may terminate the Executive’s employment without Cause, at any time during the Term, upon thirty (30) days’ written notice to the Executive; provided that during such notice period, the Board, in its absolute discretion, may relieve the Executive of all his duties, responsibilities and authority with respect to the Company and restrict the Executive’s access to Company property. If the Company so terminates the Executive’s employment without Cause, at any time other than the one year period following a Change in Control, the obligations of the Company and the Parent under this Agreement shall terminate upon such termination except for the obligation to pay to, or on behalf of, the Executive the following: (i) any Base Salary earned through the date of the Executive’s termination of employment, to the extent theretofore unpaid, (ii) Base Salary for the one year period following his termination, paid in accordance with the Company’s normal payroll practice, (iii) a lump-sum payment equal to the Executive’s target Annual Bonus Payment for the year of such termination, (iv) such retirement, incentive and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company or Parent in which the Executive participates (including the SERP and SERP Agreement), all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans, and (v) the Ex-Pat Benefits in accordance with the then current practice with respect to such benefits.

5.7. Involuntary Termination by the Company Other Than For Cause or Disability Following a Change of Control or by the Executive for Good Reason Following a Change of Control . If, during the one year period following a Change in Control, the Company terminates the Executive’s employment without Cause, or the Executive voluntarily terminates his employment for Good Reason, the obligations of the Company and the Parent under this Agreement shall terminate upon such termination except for the obligation to pay or provide to, or on behalf of, the Executive the following: (i) any Base Salary earned through the date of the Executive’s termination of employment, to the extent theretofore unpaid, (ii) a lump-sum payment equal to two (2) times the sum of Base Salary and the average Annual Bonus Payment paid or payable to the Executive for the three completed years prior to the year of such termination, (iii) a lump-sum payment equal to the Executive’s target Annual Bonus Payment for the year of such termination, (iv) such retirement, incentive and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company or Parent in which the Executive participates, (including the SERP and SERP Agreement), all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans, (v) the Ex-Pat Benefits in accordance with the then current practice with respect to such benefits, (vi) the continued health and other benefits provided by Article XI of the SERP in the event of a “Termination Following a Change in Control” (as defined in the SERP) whether or not the Executive’s termination constitutes such a termination for purposes of the SERP, and (vii) all outstanding stock options held by the Executive shall become immediately vested and exercisable and shall remain exercisable for a period of 30 days or such longer period as provided under the terms of such option. Each of the payments described in clauses (ii) and (iii) above shall be made within thirty (30) days of the Executive’s termination of employment.

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5.8. Mitigation . The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall any profits, income or earnings or other benefits from any source whatsoever create any mitigation, offset, reduction or any other obligation on the part of Executive hereunder.

5.9. Certain Additional Payments by the Company . If the Executive is liable for the payment of any excise tax (the “Basic Excise Tax”) pursuant to Section 4999 of the Code, or any successor or like provision, with respect to any payment or property transfers received or to be received under this Agreement or otherwise, the Company or Parent shall pay the Executive an amount (the “Special Reimbursement”) which, after payment by the Executive (or on the Executive’s behalf) of any federal, state and local taxes, including, without limitation, any further excise tax under Section 4999 of the Code, with respect to or resulting from the Special Reimbursement, equals the amount of the Basic Excise Tax. The Special Reimbursement shall be paid as soon as practicable after the amount is determined and reviewed for accuracy by the Parent’s certified public accountants.

6. Confidential Information . Except as required in the performance of his duties to the Company under this Agreement, the Executive shall not, during or after the Term of this Agreement, use for himself or others, or disclose to others, any confidential information including without limitation, trade secrets, data, know-how, design, developmental or experimental work, Company or Parent relationships, computer programs, proprietary information bases and systems, data bases, customer lists, business plans, financial information of or about the Company or Parent or any of their affiliates, customers or clients, unless authorized in writing to do so by the Board or the Parent’s Chief Executive Officer, but excluding any information generally available to the public or information (except information related to the Company or Parent) which Executive possessed prior to his employment with the Company. The Executive understands that this undertaking applies to the information of either a technical or commercial or other nature and that any information not made available to the general public is to be considered confidential. The Executive acknowledges that such confidential information as is acquired and used by the Company and Parent or their affiliates is a special, valuable and unique asset. All records, files, materials and confidential information obtained by Executive in the course of his employment with the Company are confidential and proprietary and shall remain the exclusive property of the Company, the Parent or their affiliates, as the case may be.

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7. Return of Documents and Property . Upon the termination of Executive’s employment from the Company, or at any time upon the request of the Company, Executive (or his heirs or personal representative) shall deliver to the Company (a) all documents and materials containing confidential information relating to the business or affairs of the Company, the Parent or any of their affiliates, customers or clients and (b) all other documents, materials and other property belonging to the Company, the Parent or their affiliates, customers or clients that are in the possession or under the control of Executive.

8. Noncompetition . By and in consideration of the salary and benefits to be provided by the Company and the Parent hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company and the Parent, the Executive agrees, unless the Executive requests in writing to the Board, and is thereafter authorized in writing to do so by the Board, that (a) during his employment under this Agreement, and (b) for the one (1) year period following the termination of employment, the Executive shall not directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed or otherwise connected in any manner with, including without limitation as a consultant, any business which at any relevant time during said period directly or indirectly competes with the Company, the Parent or any of their affiliates in any country in which the Company or the Parent does business. Notwithstanding the foregoing, the Executive shall not be prohibited during the non-competition period described above from being a passive investor where he owns not more than five percent (5%) of the issued and outstanding capital stock of any publicly-held company. The Executive further agrees that during said period, the Executive shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of the Company or the Parent to terminate employment with the Company or the Parent or hire any employee of the Company or the Parent.

9. Enforcement: The Executive acknowledges that (i) the Executive’s work for the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company and the Parent; (ii) the covenants and agreements of the Executive contained in Sections 6, 7 and 8 are essential to the business and goodwill of the Company and the Parent; and (iii) the Company and the Parent would not have entered into this Agreement but for the covenants and agreements set forth in Sections 6, 7 and 8. The Executive further acknowledges that in the event of his breach or threat of breach of Sections 6, 7 or 8 of this Agreement, the Company and the Parent, in addition to any other legal remedies which may be available to them, shall be entitled to appropriate injunctive relief and/or specific performance in order to enforce or prevent any violations of such provisions, and the Executive, the Company and the Parent hereby confer jurisdiction to enforce such provisions upon the courts of any jurisdiction within the geographical scope of such provisions.

10. Notices . All notices and other communications provided for herein that one party intends to give to any other party shall be in writing and shall be considered given when mailed or couriered, return receipt requested, or personally delivered, either to the party or at the addresses set forth below (or to such other address as a party shall designate by notice hereunder):

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If to the Company:

CROWN Metal Packaging Canada LP
One Crown Way
Philadelphia, Pa 19154
Attention: General Counsel

If to the Parent:

Crown Holdings, Inc.
One Crown Way
Philadelphia, PA 19154
Attention: Chief Executive Officer

If to the Executive:

William R. Apted
8 Avenue Charles Floquet
75007 Paris, France

11. Amendments . This Agreement may be amended, modified or superseded only by a written instrument executed by all of the parties hereto.

12. Binding Effect . This Agreement shall inure to the benefit of and shall be binding upon the Company, the Parent and the Executive and their respective heirs, executors, personal representatives, successors and permitted assigns.

13. Assignability . This Agreement shall not be assignable, in whole or in part, by any party, without the prior written consent of the other parties, provided that (i) this Agreement shall be binding upon and shall be assigned by the Parent to any person, firm or corporation with which the Parent may be merged or consolidated or which may acquire all or substantially all of the assets of the Parent, or its successor (the “Parent’s Successor”), (ii) the Parent shall require the Parent’s Successor to expressly assume in writing all of the Parent’s obligations under this Agreement and (iii) the Parent’s Successor shall be deemed substituted for the Parent for all purposes of this Agreement.

14. Arbitration . Except as provided in Section 9 of this Agreement, any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration in Philadelphia, Pennsylvania in accordance with the rules of the American Arbitration Association, and judgment upon any award so rendered may be entered in any court having jurisdiction thereof. The determination of the arbitrator(s) shall be conclusive and binding on the Company, the Parent and the Executive, and judgment may be entered on the arbitrator(s)’ award in any court having jurisdiction.

15. Governing Law . Except to the extent such laws are superseded by Federal laws, this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without reference to principles of conflict of laws.

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16. Entire Agreement . This Agreement contains the entire Agreement between the parties relative to its subject matter, superseding all prior agreements or understandings of the parties relating thereto. In the event of any conflict between this Agreement and the terms of any benefit plan (other than the SERP and SERP Agreement), the terms of this Agreement will control. The terms of the SERP and the SERP Agreement shall control the payment of any compensation or benefits specifically addressed therein, and neither the SERP nor SERP Agreement shall be modified by, or subject to, the terms of this Agreement.

17. Waiver . Any term or provision of this Agreement may be waived in writing at any time by the party entitled to the benefit thereof. The failure of any party at any time to require performance of any provision of this Agreement shall not affect such party’s right at a later time to enforce such provision. No consent or waiver by any party to any default or to any breach of a condition or term in this Agreement shall be deemed or construed to be a consent or waiver to any other breach or default.

18. Withholding of Taxes . All payments made by the Company or the Parent to the Executive under this Agreement shall be subject to the withholding of such amounts, if any, relating to tax, and other payroll deductions as the Company or the Parent may reasonably determine it should withhold pursuant to any applicable law or regulation.

19. Survival . Anything contained in this Agreement to the contrary notwithstanding, the provisions of Sections 6, 7, 8, 9, 13, 14 and 17, (and the other provisions of this Agreement to the extent necessary to effectuate the survival of Sections 6, 7, 8, 9, 13, 14 and 17), shall survive termination of this Agreement and any termination of the Executive’s employment hereunder.

20. Invalidity of Portion of Agreement . If any provision of this Agreement or the application thereof to any party shall be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby and shall be enforceable to the fullest extent of the law. If any clause or provision hereof is determined by any court of competent jurisdiction to be unenforceable because of its scope or duration, the parties expressly agree that such court shall have the power to reduce the duration and/or restrict the scope of such clause or provision to the extent necessary to permit enforcement of such clause or provision in reduced or restricted form.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above.

	CROWN Metal Packaging Canada LP, by its general partner, CROWN Metal Packaging Canada Inc.




	Frank J. Mechura
	Chairman of the Board

	Crown Holdings, Inc.




	John W. Conway
	Chairman of the Board, President
	and Chief Executive Officer

	Executive




	William R. Apted

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EXHIBIT 10.2

EXECUTIVE EMPLOYMENT AGREEMENT

THIS IS AN EMPLOYMENT AGREEMENT (“Agreement”), effective July 22, 2004, (“Effective Date”) by and among Crown Cork & Seal Americas, Inc. (the “Company”), Crown Holdings, Inc. (the “Parent”) and Frank J. Mechura (the “Executive”).

Background

WHEREAS, the Company is a 100% owned indirect subsidiary of the Parent;

WHEREAS, the Executive is currently employed as President of the Company.

WHEREAS, the Executive desires to remain and continue in the employment of the Company in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and intending to be legally bound hereby, the parties agree as follows:

Terms

1. Definitions . As used in this Agreement, the following terms shall have the meanings set forth below:

1.1. “ Board ” shall mean the Board of Directors of the Company.

1.2. “ Cause ” shall mean the termination of the Executive’s employment with the Company as a result of:

(d) the Executive’s conviction of, or a plea of nolo contendre to, a felony or a crime involving fraud or moral turpitude.

1.3. “ Change in Control ” shall mean any of the following events:

(d) the stockholders of the Parent approve a plan of complete liquidation of the Parent or the Parent sells or otherwise disposes of all or substantially all of the Parent’s assets.

1.4. “ Good Reason ” shall mean:

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2. Position and Duties . The Company agrees to continue to employ the Executive and the Executive hereby agrees to continue to be employed by the Company, upon the terms, conditions and limitations set forth in this Agreement. The Executive shall serve as the President of the Company, with the customary duties, authorities and responsibility of such position and such other duties, authorities and responsibility (a) as have been agreed upon by the Company and the Executive or (b) as may from time to time be delegated to the Executive by the Board, the Chairman or Vice Chairman of the board of directors of the Parent, the Parent’s Chief Executive Officer or any other executive to whom the Executive may report as are consistent with such position. The Executive agrees to perform the duties and responsibilities called for hereunder to the best of his ability and to devote his full time, energies and skills to such duties, with the understanding that he may participate in charitable and similar activities and may have business interests in passive investments which may, from time to time, require portions of his time, but such activities shall be done in a manner consistent with his obligations hereunder.

3. Term . The Executive’s employment under this Agreement shall commence on the Effective Date and unless sooner terminated as provided in Article 5 shall continue for a period of three years (the “Initial Term”). Except as otherwise provided herein, unless a party gives written notice to the other parties at least 30 days before the first anniversary of the Effective Date or any subsequent anniversary of the Effective Date that the term hereunder shall not be extended or further extended beyond its then term (a “Nonrenewal Notice”), the term of the Agreement shall automatically be extended for an additional one year period from each anniversary, subject to the same terms, conditions and limitations as applicable to the Initial Term unless amended or terminated as provided herein (the “Renewal Term”). The effect of the preceding sentence is that except as a result of a Nonrenewal Notice, the term of the Agreement shall be a rolling three years. For purposes of this Agreement, the Initial Term and all subsequent Renewal Terms shall be collectively referred to as the “Term” of the Agreement. Notwithstanding the foregoing, the Agreement, if not earlier terminated, shall terminate upon the Executive’s “Normal Retirement Date” as such term is defined in the Company’s Pension Plan, unless otherwise expressly agreed in writing by the Company, the Parent and the Executive at least 60 days prior to such Normal Retirement Date.

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4. Compensation and Benefits .

4.1. Base Salary . The Company shall pay, or cause to be paid, to the Executive for the performance of his duties under this Agreement an initial base salary of $450,000 per year (the “Base Salary”), payable in accordance with the Company’s normal payroll practices. Thereafter, the rate of the Executive’s Base Salary will be reviewed and adjusted as appropriate in accordance with the Company’s regular compensation review practices. Effective as of the date of any such increase, the Base Salary so increased shall be considered the new Base Salary for all purposes of this Agreement.

4.3. Employee Benefits . During the Term, the Executive shall be entitled to participate in all of the Company’s employee benefit plans, programs and policies, including any retirement benefits or plans, group life, hospitalization or disability insurance plans, health programs, fringe benefit programs and similar plans, programs and policies, that are now or hereafter made available to the Company’s salaried personnel generally, as such plans, programs and policies may be in effect from time to time, in each case to the extent that the Executive is eligible under the terms of such plans, programs and policies. Without limiting the generality of the foregoing, the Executive shall also be eligible to participate in the Crown Senior Executive Retirement Plan (the “SERP”) and the Parent’s 2004 Stock-Based Incentive Compensation Plan, and any other equity-based incentive plans as maintained by the Parent from time to time for the benefit of senior executives.

4.4. Vacation . The Executive shall be entitled to vacation in accordance with the Company’s vacation policy.

5. Termination .

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5.2. Disability . If the Executive is unable to perform his duties under this Agreement because of a long-term disability as determined in accordance with the Company’s Long-Term Disability Plan, the Company may terminate the Executive’s employment by giving written notice to the Executive. Such termination shall be effective as of the date of such notice and the Company and the Parent shall have no further obligations under this Agreement, except to pay to the Executive (a) any Base Salary earned through the date of such termination, to the extent theretofore unpaid and (b) such retirement, incentive and other benefits earned and vested (if applicable) by the Executive as of the date of his termination under any employee benefit plan of the Company or Parent in which the Executive participates, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

5.3. Retirement . The Executive’s employment under this Agreement shall terminate upon the Executive’s retirement under the Company’s Pension Plan. Such termination shall be effective as of the date of the Executive’s retirement, and the Company and the Parent shall have no further obligations under this Agreement, except to pay to the Executive (a) any Base Salary earned through the date of the Executive’s retirement, to the extent theretofore unpaid, and (b) such retirement, incentive and other benefits earned and vested (if applicable) by the Executive as of the date of his retirement under any employee benefit plan of the Company or Parent in which the Executive participates, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

5.4. Voluntary Termination . At any time during the Term, upon thirty (30) days’ written notice to the Company, the Executive may voluntarily terminate his employment with the Company. Except as provided in Section 5.7 (if applicable), upon such termination the Company and the Parent shall have no further obligations under this Agreement except to pay to the Executive (a) any Base Salary earned to the date of the Executive’s termination of employment, to the extent theretofore unpaid and (b) such retirement, incentive and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company or Parent in which the Executive participates, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

5.5. Termination For Cause . The Company may terminate the Executive’s employment under this Agreement at any time for Cause by giving written notice to the Executive. The Company’s required notice of termination shall specify the event or circumstances that constitute Cause. The Executive’s termination shall be effective as of the date of such notice. Upon termination of the Executive’s employment for Cause, the obligations of the Company and the Parent under this Agreement shall terminate, except for the obligation to pay to the Executive (a) any Base Salary earned through the date of such termination, to the extent theretofore unpaid, and (b) such retirement, incentive, and other benefits earned and vested (if applicable) by the Executive as of such termination under any employee benefit plan of the Company or Parent in which the Executive participates, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

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5.6. Involuntary Termination by the Company Other Than For Cause or Disability, Prior to a Change in Control . The Company may terminate the Executive’s employment without Cause, at any time during the Term, upon thirty (30) days’ written notice to the Executive; provided that during such notice period, the Board in its absolute discretion, may relieve the Executive of all his duties, responsibilities and authority with respect to the Company and restrict the Executive’s access to Company property. If the Company so terminates the Executive’s employment without Cause, at any time other than the one year period following a Change in Control, the obligations of the Company and the Parent under this Agreement shall terminate upon such termination except for the obligation to pay to the Executive the following: (i) any Base Salary earned through the date of the Executive’s termination of employment, to the extent theretofore unpaid, (ii) Base Salary for the one year period following his termination, paid in accordance with the Company’s normal payroll practice, (iii) a lump-sum payment equal to the Executive’s target Annual Bonus Payment for the year of such termination and (iv) such retirement, incentive and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company or Parent in which the Executive participates, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

5.7. Involuntary Termination by the Company Other Than For Cause or Disability Following a Change of Control or by the Executive for Good Reason Following a Change of Control . If, during the one year period following a Change in Control, the Company terminates the Executive’s employment without Cause, or the Executive voluntarily terminates his employment for Good Reason, the obligations of the Company and the Parent under this Agreement shall terminate upon such termination except for the obligation to pay or provide to the Executive the following: (i) any Base Salary earned through the date of the Executive’s termination of employment, to the extent theretofore unpaid, (ii) a lump-sum payment equal to two (2) times the sum of Base Salary and the average Annual Bonus Payment paid or payable to the Executive for the three completed years prior to the year of such termination, (iii) a lump-sum payment equal to the Executive’s target Annual Bonus Payment for the year of such termination, (iv) such retirement, incentive and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company or Parent in which the Executive participates, including without limitation the SERP, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans, (v) the continued health and other benefits provided by Article XI of the SERP in the event of a “Termination Following a Change in Control” (as defined in the SERP) whether or not the Executive’s termination constitutes such a termination for purposes of the SERP, and (vi) all outstanding stock options held by the Executive shall become immediately vested and exercisable and shall remain exercisable for a period of 30 days or such longer period as provided under the terms of such option. Each of the payments described in clauses (ii) and (iii) above shall be made within thirty (30) days of the Executive’s termination of employment.

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5.9. Certain Additional Payments . If the Executive is liable for the payment of any excise tax (the “Basic Excise Tax”) pursuant to Section 4999 of the Code, or any successor or like provision, with respect to any payment or property transfers received or to be received under this Agreement or otherwise, the Company or Parent shall pay the Executive an amount (the “Special Reimbursement”) which, after payment by the Executive (or on the Executive’s behalf) of any federal, state and local taxes, including, without limitation, any further excise tax under Section 4999 of the Code, with respect to or resulting from the Special Reimbursement, equals the amount of the Basic Excise Tax. The Special Reimbursement shall be paid as soon as practicable after the amount is determined and reviewed for accuracy by the Parent’s certified public accountants.

8. Noncompetition . By and in consideration of the salary and benefits to be provided by the Company and the Parent hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company and the Parent, the Executive agrees, unless the Executive requests in writing to the Board, and is thereafter authorized in writing to do so by the Board, that (a) during his employment under this Agreement, and (b) for the one (1) year period following the termination of employment, the Executive shall not directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed or otherwise connected in any manner with, including without limitation as a consultant, any business which at any relevant time during said period directly or indirectly competes with the Company, the Parent or any of their affiliates in any country in which the Company or Parent does business. Notwithstanding the foregoing, the Executive shall not be prohibited during the non-competition period described above from being a passive investor where he owns not more than five percent (5%) of the issued and outstanding capital stock of any publicly-held company. The Executive further agrees that during said period, the Executive shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of the Company or the Parent to terminate employment with the Company or the Parent or hire any employee of the Company or the Parent.

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9. Enforcement : The Executive acknowledges that (i) the Executive’s work for the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company and the Parent; (ii) the covenants and agreements of the Executive contained in Sections 6, 7 and 8 are essential to the business and goodwill of the Company and the Parent; and (iii) the Company and the Parent would not have entered into this Agreement but for the covenants and agreements set forth in Sections 6, 7 and 8. The Executive further acknowledges that in the event of his breach or threat of breach of Sections 6, 7 or 8 of this Agreement, the Company and the Parent, in addition to any other legal remedies which may be available to them, shall be entitled to appropriate injunctive relief and/or specific performance in order to enforce or prevent any violations of such provisions, and the Executive, the Company and the Parent hereby confer jurisdiction to enforce such provisions upon the courts of any jurisdiction within the geographical scope of such provisions.

10. Notices . All notices and other communications provided for herein that one party intends to give to the other party shall be in writing and shall be considered given when mailed or couriered, return receipt requested, or personally delivered, either to the party or at the addresses set forth below (or to such other address as a party shall designate by notice hereunder):

If to the Company:

Crown Cork & Seal Americas, Inc.
One Crown Way
Philadelphia, Pa 19154
Attention:_______________.

If to the Parent:

Crown Holdings, Inc.
One Crown Way
Philadelphia, PA 19154
Attention: Chief Executive Officer

If to the Executive:

Frank J. Mechura
428 Garden Lane
Bryn Mawr, PA 19010

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11. Amendments . This Agreement may be amended, modified or superseded only by a written instrument executed by all of the parties hereto.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above.

	Crown Cork & Seal Americas, Inc.

	Crown Holdings, Inc.




	John W. Conway
	Chairman of the Board, President
	and Chief Executive Officer

	Executive




	Frank J. Mechura

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EXHIBIT 10.3

EXECUTIVE EMPLOYMENT AGREEMENT

THIS IS AN EMPLOYMENT AGREEMENT (“Agreement”), effective July 22, 2004, (“Effective Date”) by and among Crown Asia Pacific Holdings Limited (the “Company”), Crown Holdings, Inc. (the “Parent”), and William H. Voss (the “Executive”).

Background

WHEREAS, the Company is a 100% owned indirect subsidiary of the Parent;

WHEREAS, the Executive is currently employed as President of the Company.

WHEREAS, the Executive desires to remain and continue in the employment of the Company in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and intending to be legally bound hereby, the parties agree as follows:

Terms

1. Definitions . As used in this Agreement, the following terms shall have the meanings set forth below:

1.1. “ Board ” shall mean the Board of Directors of the Company.

1.2. “ Cause ” shall mean the termination of the Executive’s employment with the Company as a result of:

(d) the Executive’s conviction of, or a plea of nolo contendre to, a felony or a crime involving fraud or moral turpitude.

1.3. “ Change in Control ” shall mean any of the following events:

(d) the stockholders of the Parent approve a plan of complete liquidation of the Parent or the Parent sells or otherwise disposes of all or substantially all of the Parent’s assets.

1.4. “ Good Reason ” shall mean:

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2. Position and Duties . The Company agrees to continue to employ the Executive and the Executive hereby agrees to continue to be employed by the Company, upon the terms, conditions and limitations set forth in this Agreement. The Executive shall serve as the President of the Company, with the customary duties, authorities and responsibility of such position and such other duties, authorities and responsibility (a) as have been agreed upon by the Company and the Executive or (b) as may from time to time be delegated to the Executive by the Board, the Chairman or Vice Chairman of the board of directors of the Parent, the Parent’s Chief Executive Officer or any other executive to whom the Executive may report as are consistent with such position. The Executive agrees to perform the duties and responsibilities called for hereunder to the best of his ability and to devote his full time, energies and skills to such duties, with the understanding that he may participate in charitable and similar activities and may have business interests in passive investments which may, from time to time, require portions of his time, but such activities shall be done in a manner consistent with his obligations hereunder.

4. Compensation and Benefits .

4.1. Base Salary . The Company shall pay, or cause to be paid, to the Executive for the performance of his duties under this Agreement an initial base salary of $310,000 per year (the “Base Salary”), payable in accordance with the Company’s normal payroll practices. Thereafter, the rate of the Executive’s Base Salary will be reviewed and adjusted as appropriate in accordance with the Company’s regular compensation review practices. Effective as of the date of any such increase, the Base Salary so increased shall be considered the new Base Salary for all purposes of this Agreement.

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4.3. Employee Benefits . During the Term, the Executive shall be entitled to participate in all of the Company’s employee benefit plans, programs and policies, including any retirement benefits or plans, group life, hospitalization or disability insurance plans, health programs, fringe benefit programs and similar plans, programs and policies, that are now or hereafter made available to the Company’s salaried personnel generally, as such plans, programs and policies may be in effect from time to time, in each case to the extent that the Executive is eligible under the terms of such plans, programs and policies. Without limiting the generality of the foregoing, the Executive shall also be eligible to participate in the Crown Senior Executive Retirement Plan (the “SERP”) and the Parent’s 2004 Stock-Based Incentive Compensation Plan, and any other equity-based incentive plans as maintained by the Company from time to time for the benefit of senior executives.

4.4. Vacation . The Executive shall be entitled to vacation in accordance with the Company’s vacation policy.

5. Termination .

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5.3. Retirement . The Executive’s employment under this Agreement shall terminate upon the Executive’s retirement under the Company’s Pension Plan. Such termination shall be effective as of the date of the Executive’s retirement, and the Company and the Parent shall have no further obligations under this Agreement, except to pay to the Executive (a) any Base Salary earned through the date of the Executive’s retirement, to the extent theretofore unpaid, and (b) such retirement, incentive and other benefits earned and vested (if applicable) by the Executive as of the date of his retirement under any employee benefit plan of the Company or Parent in which the Executive participates, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

5.4. Voluntary Termination . At any time during the Term, upon thirty (30) days’ written notice to the Company, the Executive may voluntarily terminate his employment with the Company. Except as provided in Section 5.7 (if applicable), upon such termination the Company and the Parent shall have no further obligations under this Agreement except to pay to the Executive (a) any Base Salary earned to the date of the Executive’s termination of employment, to the extent theretofore unpaid and (b) such retirement, incentive and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company or Parent in which the Executive participates, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

5.5. Termination For Cause . The Company may terminate the Executive’s employment under this Agreement at any time for Cause by giving written notice to the Executive. The Company’s required notice of termination shall specify the event or circumstances that constitute Cause. The Executive’s termination shall be effective as of the date of such notice. Upon termination of the Executive’s employment for Cause, the obligations of the Company and the Parent under this Agreement shall terminate, except for the obligation to pay to the Executive (a) any Base Salary earned through the date of such termination, to the extent theretofore unpaid, and (b) such retirement, incentive, and other benefits earned and vested (if applicable) by the Executive as of such termination under any employee benefit plan of the Company or Parent in which the Executive participates, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

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5.6. Involuntary Termination by the Company Other Than For Cause or Disability, Prior to a Change in Control . The Company may terminate the Executive’s employment without Cause, at any time during the Term, upon thirty (30) days’ written notice to the Executive; provided that during such notice period, the Board, in its absolute discretion, may relieve the Executive of all his duties, responsibilities and authority with respect to the Company and restrict the Executive’s access to Company property. If the Company so terminates the Executive’s employment without Cause, at any time other than the one year period following a Change in Control, the obligations of the Company and the Parent under this Agreement shall terminate upon such termination except for the obligation to pay to the Executive the following: (i) any Base Salary earned through the date of the Executive’s termination of employment, to the extent theretofore unpaid, (ii) Base Salary for the one year period following his termination, paid in accordance with the Company’s normal payroll practice, (iii) a lump-sum payment equal to the Executive’s target Annual Bonus Payment for the year of such termination and (iv) such retirement, incentive and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company or Parent in which the Executive participates, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

5.7. Involuntary Termination by the Company Other Than For Cause or Disability Following a Change of Control or by the Executive for Good Reason Following a Change of Control . If, during the one year period following a Change in Control, the Company terminates the Executive’s employment without Cause, or the Executive voluntarily terminates his employment for Good Reason, the obligations of the Company and the Parent under this Agreement shall terminate upon such termination except for the obligation to pay or provide to the Executive the following: (i) any Base Salary earned through the date of the Executive’s termination of employment, to the extent theretofore unpaid, (ii) a lump-sum payment equal to two (2) times the sum of Base Salary and the average Annual Bonus Payment paid or payable to the Executive for the three completed years prior to the year of such termination, (iii) a lump-sum payment equal to the Executive’s target Annual Bonus Payment for the year of such termination, (iv) such retirement, incentive and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company or Parent in which the Executive participates, including without limitation the SERP, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans, (v) the continued health and other benefits provided by Article XI of the SERP in the event of a “Termination Following a Change in Control” (as defined in the SERP) whether or not the Executive’s termination constitutes such a termination for purposes of the SERP, and (vi) all outstanding stock options held by the Executive shall become immediately vested and exercisable and shall remain exercisable for a period of 30 days or such longer period as provided under the terms of such option. Each of the payments described in clauses (ii) and (iii) above shall be made within thirty (30) days of the Executive’s termination of employment.

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8. Noncompetition . By and in consideration of the salary and benefits to be provided by the Company and the Parent hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company and the Parent, the Executive agrees, unless the Executive requests in writing to the Board, and is thereafter authorized in writing to do so by the Board, that (a) during his employment under this Agreement, and (b) for the one (1) year period following the termination of employment, the Executive shall not directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed or otherwise connected in any manner with, including without limitation as a consultant, any business which at any relevant time during said period directly or indirectly competes with the Company, the Parent or any of their affiliates in any country in which the Company or the Parent does business. Notwithstanding the foregoing, the Executive shall not be prohibited during the non-competition period described above from being a passive investor where he owns not more than five percent (5%) of the issued and outstanding capital stock of any publicly-held company. The Executive further agrees that during said period, the Executive shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of the Company or the Parent to terminate employment with the Company or the Parent, or hire any employee of the Company or the Parent.

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9. Enforcement : The Executive acknowledges that (i) the Executive’s work for the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company and the Parent; (ii) the covenants and agreements of the Executive contained in Sections 6, 7 and 8 are essential to the business and goodwill of the Company and the Parent; and (iii) the Company and the Parent would not have entered into this Agreement but for the covenants and agreements set forth in Sections 6, 7 and 8. The Executive further acknowledges that in the event of his breach or threat of breach of Sections 6, 7 or 8 of this Agreement, the Company and the Parent, in addition to any other legal remedies which may be available to them, shall be entitled to appropriate injunctive relief and/or specific performance in order to enforce or prevent any violations of such provisions, and the Executive, the Company and the Parent hereby confer jurisdiction to enforce such provisions upon the courts of any jurisdiction within the geographical scope of such provisions.

If to the Company:

Crown Asia Pacific Holdings Limited
One Crown Way
Philadelphia, Pa 19154
Attention:_______________.

If to the Parent:

Crown Holdings, Inc.
One Crown Way
Philadelphia, PA 19154
Attention: Chief Executive Officer

If to the Executive:

William Voss
11 Nathan Road
18-02 Regency Park
Singapore 248732
Republic of Singapore

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11. Amendments . This Agreement may be amended, modified or superseded only by a written instrument executed by all of the parties hereto.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above.

	Crown Asia Pacific Holdings Limited

	Crown Holdings, Inc.




	John W. Conway
	Chairman of the Board, President
	and Chief Executive Officer

	Executive




	William H. Voss

EXHIBIT 10.4

EXECUTIVE EMPLOYMENT AGREEMENT

THIS IS AN EMPLOYMENT AGREEMENT (“Agreement”), effective July 22, 2004, (“Effective Date”) between Crown Holdings, Inc., (the “Company”), and Timothy J. Donahue (the “Executive”).

Background

WHEREAS, the Executive is currently employed by the Company as Senior Vice President - Finance.

WHEREAS, the Company desires to assure itself of the continued employment of the Executive with the Company and to encourage his continued attention and dedication to the best interests of the Company.

WHEREAS, the Executive desires to remain and continue in the employment of the Company in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and intending to be legally bound hereby, the parties agree as follows:

Terms

1. Definitions . As used in this Agreement, the following terms shall have the meanings set forth below:

1.1. “ Board ” shall mean the Board of Directors of the Company.

1.2. “ Cause ” shall mean the termination of the Executive’s employment with the Company as a result of:

(a) the Executive’s willful failure to perform such services as may be reasonably delegated or assigned to the Executive by the Board, the Chairman of the Board, the Vice Chairman of the Board, the Company’s Chief Executive Officer or any other executive to whom the Executive reports;

(d) the Executive’s conviction of, or a plea of nolo contendre to, a felony or a crime involving fraud or moral turpitude.

1.3. “ Change in Control ” shall mean any of the following events:

(a) a “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13D-3 under the Exchange Act), directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities; or

(b) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 1.3(a), Section 1.3(c) or Section 1.3(d) hereof) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(c) the Company merges or consolidates with any other corporation, other than in a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least seventy-five percent (75%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

(d) the stockholders of the Company approve a plan of complete liquidation of the Company or the Company sells or otherwise disposes of all or substantially all of the Company’s assets.

1.4. “ Good Reason ” shall mean:

(c) following a Change in Control, the Company’s failure, without the express consent of the Executive, to pay the Executive any amounts otherwise vested and due hereunder or under any plan or policy of the Company;

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(e) the failure or refusal of the Company’s Successor (as defined in Section 13 below) to expressly assume this Agreement in writing, and all of the duties and obligations of the Company hereunder in accordance with Section 13.

2. Position and Duties . The Company agrees to continue to employ the Executive and the Executive hereby agrees to continue to be employed by the Company, upon the terms, conditions and limitations set forth in this Agreement. The Executive shall serve as the Company’s Senior Vice President - Finance, with the customary duties, authorities and responsibility of such position of a publicly traded corporation and such other duties, authorities and responsibility (a) as have been agreed upon by the Company and the Executive or (b) as may from time to time be delegated to the Executive by the Board, the Chairman of the Board, the Vice Chairman of the Board, the Company’s Chief Executive Officer or any other executive to whom the Executive reports as are consistent with such position. The Executive agrees to perform the duties and responsibilities called for hereunder to the best of his ability and to devote his full time, energies and skills to such duties, with the understanding that he may participate in charitable and similar activities and may have business interests in passive investments which may, from time to time, require portions of his time, but such activities shall be done in a manner consistent with his obligations hereunder.

3. Term . The Executive’s employment under this Agreement shall commence on the Effective Date and unless sooner terminated as provided in Article 5 shall continue for a period of three years (the “Initial Term”). Except as otherwise provided herein, unless either party gives written notice to the other party at least 30 days before the first anniversary of the Effective Date or any subsequent anniversary of the Effective Date that the term hereunder shall not be extended or further extended beyond its then term (a “Nonrenewal Notice”), the term of the Agreement shall automatically be extended for an additional one year period from each anniversary, subject to the same terms, conditions and limitations as applicable to the Initial Term unless amended or terminated as provided herein (the “Renewal Term”). The effect of the preceding sentence is that except as a result of a Nonrenewal Notice, the term of the Agreement shall be a rolling three years. For purposes of this Agreement, the Initial Term and all subsequent Renewal Terms shall be collectively referred to as the “Term” of the Agreement. Notwithstanding the foregoing, the Agreement, if not earlier terminated, shall terminate upon the Executive’s “Normal Retirement Date” as such term is defined in the Company’s Pension Plan, unless otherwise expressly agreed in writing by the Company and the Executive at least 60 days prior to such Normal Retirement Date.

4. Compensation and Benefits .

4.1. Base Salary . The Company shall pay to the Executive for the performance of his duties under this Agreement an initial base salary of $275,000 per year (the “Base Salary”), payable in accordance with the Company’s normal payroll practices. Thereafter, the rate of the Executive’s Base Salary will be reviewed and adjusted as appropriate in accordance with the Company’s regular compensation review practices. Effective as of the date of any such increase, the Base Salary so increased shall be considered the new Base Salary for all purposes of this Agreement.

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4.2. Annual Bonus . During the Term, in addition to Base Salary, for each fiscal year of the Company ending during the Term, the Executive shall participate in, and shall have the opportunity to receive a bonus in an amount to be determined in accordance with, the Company’s Economic Profit Incentive Plan or any successor bonus plan, and any other bonus or incentive plan, program or arrangement established by the Company for the benefit of its senior personnel (the “Annual Bonus Payment”).

4.3. Employee Benefits . During the Term, the Executive shall be entitled to participate in all of the Company’s employee benefit plans, programs and policies, including any retirement benefits or plans, group life, hospitalization or disability insurance plans, health programs, fringe benefit programs and similar plans, programs and policies, that are now or hereafter made available to the Company’s salaried personnel generally, as such plans, programs and policies may be in effect from time to time, in each case to the extent that the Executive is eligible under the terms of such plans, programs and policies. Without limiting the generality of the foregoing, the Executive shall also be eligible to participate in the Company’s Senior Executive Retirement Plan (the “SERP”) and the Company’s 2004 Stock-Based Incentive Compensation Plan, and any other equity-based incentive plans as maintained by the Company from time to time for the benefit of senior executives.

4.4. Vacation . The Executive shall be entitled to vacation in accordance with the Company’s vacation policy.

5. Termination .

5.1. Death . The Executive’s employment under this Agreement shall terminate immediately upon the Executive’s death, and the Company shall have no further obligations under this Agreement, except to pay to the Executive’s estate (or his beneficiary, as may be appropriate) (a) any Base Salary earned through his date of death, to the extent theretofore unpaid and (b) such retirement, incentive and other benefits earned and vested (if applicable) by the Executive as of the date of his death under any employee benefit plan of the Company in which the Executive participates, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

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5.2. Disability . If the Executive is unable to perform his duties under this Agreement because of a long-term disability as determined in accordance with the Company’s Long-Term Disability Plan, the Company may terminate the Executive’s employment by giving written notice to the Executive. Such termination shall be effective as of the date of such notice and the Company shall have no further obligations under this Agreement, except to pay to the Executive (a) any Base Salary earned through the date of such termination, to the extent theretofore unpaid and (b) such retirement, incentive and other benefits earned and vested (if applicable) by the Executive as of the date of his termination under any employee benefit plan of the Company in which the Executive participates, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

5.3. Retirement . The Executive’s employment under this Agreement shall terminate upon the Executive’s retirement under the Company’s Pension Plan. Such termination shall be effective as of the date of the Executive’s retirement, and the Company shall have no further obligations under this Agreement, except to pay to the Executive (a) any Base Salary earned through the date of the Executive’s retirement, to the extent theretofore unpaid, and (b) such retirement, incentive and other benefits earned and vested (if applicable) by the Executive as of the date of his retirement under any employee benefit plan of the Company in which the Executive participates, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

5.4. Voluntary Termination . At any time during the Term, upon thirty (30) days’ written notice to the Company, the Executive may voluntarily terminate his employment with the Company. Except as provided in Section 5.7 (if applicable), upon such termination the Company shall have no further obligations under this Agreement except to pay to the Executive (a) any Base Salary earned to the date of the Executive’s termination of employment, to the extent theretofore unpaid and (b) such retirement, incentive and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company in which the Executive participates, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

5.5. Termination For Cause . The Company may terminate the Executive’s employment under this Agreement at any time for Cause by giving written notice to the Executive. The Company’s required notice of termination shall specify the event or circumstances that constitute Cause. The Executive’s termination shall be effective as of the date of such notice. Upon termination of the Executive’s employment for Cause, the obligations of the Company under this Agreement shall terminate, except for the obligation to pay to the Executive (a) any Base Salary earned through the date of such termination, to the extent theretofore unpaid, and (b) such retirement, incentive, and other benefits earned and vested (if applicable) by the Executive as of such termination under any employee benefit plan of the Company in which the Executive participates, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

5.6. Involuntary Termination by the Company Other Than For Cause or Disability, Prior to a Change in Control . The Company may terminate the Executive’s employment without Cause, at any time during the Term, upon thirty (30) days’ written notice to the Executive; provided that during such notice period, the Board or the Chief Executive Officer, in their absolute discretion, may relieve the Executive of all his duties, responsibilities and authority with respect to the Company and restrict the Executive’s access to Company property. If the Company so terminates the Executive’s employment without Cause, at any time other than the one year period following a Change in Control, the Company’s obligations under this Agreement shall terminate upon such termination except for the Company’s obligation to pay to the Executive the following: (i) any Base Salary earned through the date of the Executive’s termination of employment, to the extent theretofore unpaid, (ii) Base Salary for the one year period following his termination, paid in accordance with the Company’s normal payroll practice, (iii) a lump-sum payment equal to the Executive’s target Annual Bonus Payment for the year of such termination and (iv) such retirement, incentive and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company in which the Executive participates, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

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5.7. Involuntary Termination by the Company Other Than For Cause or Disability Following a Change of Control or by the Executive for Good Reason Following a Change of Control . If, during the one year period following a Change in Control, the Company terminates the Executive’s employment without Cause, or the Executive voluntarily terminates his employment for Good Reason, the Company’s obligations under this Agreement shall terminate upon such termination except for the Company’s obligation to pay or provide to the Executive the following: (i) any Base Salary earned through the date of the Executive’s termination of employment, to the extent theretofore unpaid, (ii) a lump-sum payment equal to two (2) times the sum of Base Salary and the average Annual Bonus Payment paid or payable to the Executive for the three completed years prior to the year of such termination, (iii) a lump-sum payment equal to the Executive’s target Annual Bonus Payment for the year of such termination, (iv) such retirement, incentive and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company in which the Executive participates, including without limitation the SERP, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans, (v) the continued health and other benefits provided by Article XI of the SERP in the event of a “Termination Following a Change in Control” (as defined in the SERP) whether or not the Executive’s termination constitutes such a termination for purposes of the SERP, and (vi) all outstanding stock options held by the Executive shall become immediately vested and exercisable and shall remain exercisable for a period of 30 days or such longer period as provided under the terms of such option. Each of the payments described in clauses (ii) and (iii) above shall be made within thirty (30) days of the Executive’s termination of employment.

5.9. Certain Additional Payments by the Company . If the Executive is liable for the payment of any excise tax (the “Basic Excise Tax”) pursuant to Section 4999 of the Code, or any successor or like provision, with respect to any payment or property transfers received or to be received under this Agreement or otherwise, the Company shall pay the Executive an amount (the “Special Reimbursement”) which, after payment by the Executive (or on the Executive’s behalf) of any federal, state and local taxes, including, without limitation, any further excise tax under Section 4999 of the Code, with respect to or resulting from the Special Reimbursement, equals the amount of the Basic Excise Tax. The Special Reimbursement shall be paid as soon as practicable after the amount is determined and reviewed for accuracy by the Company’s certified public accountants.

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6. Confidential Information . Except as required in the performance of his duties to the Company under this Agreement, the Executive shall not, during or after the Term of this Agreement, use for himself or others, or disclose to others, any confidential information including without limitation, trade secrets, data, know-how, design, developmental or experimental work, Company relationships, computer programs, proprietary information bases and systems, data bases, customer lists, business plans, financial information of or about the Company or any of its affiliates, customers or clients, unless authorized in writing to do so by the Board or the Chief Executive Officer, but excluding any information generally available to the public or information (except information related to the Company) which Executive possessed prior to his employment with the Company. The Executive understands that this undertaking applies to the information of either a technical or commercial or other nature and that any information not made available to the general public is to be considered confidential. The Executive acknowledges that such confidential information as is acquired and used by the Company or its affiliates is a special, valuable and unique asset. All records, files, materials and confidential information obtained by Executive in the course of his employment with the Company are confidential and proprietary and shall remain the exclusive property of the Company or its affiliates, as the case may be.

7. Return of Documents and Property . Upon the termination of Executive’s employment from the Company, or at any time upon the request of the Company, Executive (or his heirs or personal representative) shall deliver to the Company (a) all documents and materials containing confidential information relating to the business or affairs of the Company or any of its affiliates, customers or clients and (b) all other documents, materials and other property belonging to the Company or its affiliates, customers or clients that are in the possession or under the control of Executive.

8. Noncompetition . By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive agrees, unless the Executive requests in writing to the Board, and is thereafter authorized in writing to do so by the Board, that (a) during his employment under this Agreement, and (b) for the one (1) year period following the termination of employment, the Executive shall not directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed or otherwise connected in any manner with, including without limitation as a consultant, any business which at any relevant time during said period directly or indirectly competes with the Company or any of its affiliates in any country in which the Company does business. Notwithstanding the foregoing, the Executive shall not be prohibited during the non-competition period described above from being a passive investor where he owns not more than five percent (5%) of the issued and outstanding capital stock of any publicly-held company. The Executive further agrees that during said period, the Executive shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of the Company to terminate employment with the Company or hire any employee of the Company.

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9. Enforcement : The Executive acknowledges that (i) the Executive’s work for the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (ii) the covenants and agreements of the Executive contained in Sections 6, 7 and 8 are essential to the business and goodwill of the Company; and (iii) the Company would not have entered into this Agreement but for the covenants and agreements set forth in Sections 6, 7 and 8. The Executive further acknowledges that in the event of his breach or threat of breach of Sections 6, 7 or 8 of this Agreement, the Company, in addition to any other legal remedies which may be available to it, shall be entitled to appropriate injunctive relief and/or specific performance in order to enforce or prevent any violations of such provisions, and the Executive and the Company hereby confer jurisdiction to enforce such provisions upon the courts of any jurisdiction within the geographical scope of such provisions.

If to the Company:

Crown Holdings, Inc.
One Crown Way
Philadelphia, Pa 19154
Attention: Chief Executive Officer

If to the Executive:

Timothy J. Donahue
666 Leslie Lane
Yardley, PA 19067

11. Amendments . This Agreement may be amended, modified or superseded only by a written instrument executed by both of the parties hereto.

12. Binding Effect . This Agreement shall inure to the benefit of and shall be binding upon the Company and the Executive and their respective heirs, executors, personal representatives, successors and permitted assigns.

13. Assignability . This Agreement shall not be assignable, in whole or in part, by either party, without the prior written consent of the other party, provided that (i) this Agreement shall be binding upon and shall be assigned by the Company to any person, firm or corporation with which the Company may be merged or consolidated or which may acquire all or substantially all of the assets of the Company, or its successor (the “Company’s Successor”), (ii) the Company shall require the Company’s Successor to expressly assume in writing all of the Company’s obligations under this Agreement and (iii) the Company’s Successor shall be deemed substituted for the Company for all purposes of this Agreement.

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14. Arbitration . Except as provided in Section 9 of this Agreement, any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration in Philadelphia, Pennsylvania in accordance with the rules of the American Arbitration Association, and judgment upon any award so rendered may be entered in any court having jurisdiction thereof. The determination of the arbitrator(s) shall be conclusive and binding on the Company and the Executive, and judgment may be entered on the arbitrator(s)’ award in any court having jurisdiction.

17. Waiver . Any term or provision of this Agreement may be waived in writing at any time by the party entitled to the benefit thereof. The failure of either party at any time to require performance of any provision of this Agreement shall not affect such party’s right at a later time to enforce such provision. No consent or waiver by either party to any default or to any breach of a condition or term in this Agreement shall be deemed or construed to be a consent or waiver to any other breach or default.

18. Withholding of Taxes . All payments made by the Company to the Executive under this Agreement shall be subject to the withholding of such amounts, if any, relating to tax, and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation.

20. Invalidity of Portion of Agreement . If any provision of this Agreement or the application thereof to either party shall be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby and shall be enforceable to the fullest extent of the law. If any clause or provision hereof is determined by any court of competent jurisdiction to be unenforceable because of its scope or duration, the parties expressly agree that such court shall have the power to reduce the duration and/or restrict the scope of such clause or provision to the extent necessary to permit enforcement of such clause or provision in reduced or restricted form.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above.

	Crown Holdings, Inc.




	John W. Conway
	Chairman of the Board, President
	and Chief Executive Officer

	Executive




	Timothy J. Donahue

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EXHIBIT 10.6

FORM OF AGREEMENT FOR NON-QUALIFIED STOCK OPTION AWARDS
UNDER CROWN HOLDINGS, INC. 2004 STOCK-BASED INCENTIVE COMPENSATION PLAN

[DATE]

[NAME]
[DIVISION]

Dear [NAME]:

Pursuant to the 2004 Stock-Based Incentive Compensation Plan (the “Plan”), the Executive Compensation Committee of the Board of Directors hereby grants to you a non-qualified stock option (“Option”) to purchase [NUMBER] shares of Common Stock, par value $5.00, at a price of [PRICE] per share.

This Option is subject to the applicable terms and conditions of the Plan which are incorporated herein by reference, and in the event of any contradiction, distinction or differences between this letter and the terms of the Plan, the terms of the Plan will control. All capitalized terms used herein have the meanings set forth in the Plan.

Subject to your continued employment with the Company, including its Subsidiaries or Affiliates, on the following dates, you will be entitled to exercise this Option as follows: purchase 25% of the shares after [DATE]; purchase an additional 25% of the shares after [DATE]; purchase an additional 25% of the shares after [DATE]; and purchase a final 25% of the shares after [DATE]. No portion of this Option, which is not exercisable on the date of your termination of employment with the Company, its Subsidiaries and Affiliates will become exercisable after such termination.

Subject to your continued employment through such date, shares that become exercisable will remain available for purchase until the expiration date of [DATE]. However, except as specified below, this Option will terminate immediately if you cease to be employed by the Company, including its Subsidiaries and Affiliates, for any reason.

If your employment with the Company, including its Subsidiaries and Affiliates, is terminated by the Company prior to [DATE], other than for Cause (as determined by the Committee), this Option, to the extent it is exercisable upon your termination of employment, will remain exercisable by you or your personal representative, as applicable, during the sixty-day period immediately following your termination of employment, but not later than [DATE]. This Option shall terminate in full to the extent not exercised within such sixty-day period. Termination for Cause will result in the immediate cancellation of all unexercised options awarded.

If your employment with the Company, including its Subsidiaries and Affiliates, terminates prior to [DATE] due to your death, this Option, to the extent it is exercisable upon your death, will remain exercisable by your estate or the persons who acquired the right to exercise this Option by bequest or inheritance, during the twelve-month period immediately following your death, but not later than [DATE]. This Option shall terminate in full to the extent not exercised within such twelve-month period.

[NAME]
[DATE}

Page 2 of 2

If your employment with the Company, including its Subsidiaries and Affiliates, terminates prior to [DATE] due to your Disability (as determined by the Committee), this Option, to the extent it is exercisable upon your termination of employment, will remain exercisable by you or your personal representative, as applicable, during the twenty-four month period immediately following your termination of employment, but not later than [DATE]. This Option shall terminate in full to the extent not exercised within such twenty-four-month period.

If your employment with the Company, including its Subsidiaries and Affiliates, terminates prior to [DATE] due to your Retirement, this Option, to the extent it is exercisable upon your termination of employment, will remain exercisable by you or your personal representative, as applicable, during the sixty month period immediately following your termination of employment, but not later than [DATE]. This Option shall terminate in full to the extent not exercised within such sixty month period.

You must give written notice of any exercise of this Option to the Company’s Vice President and Treasurer. You may pay for the shares (i) in cash, or (ii) with proceeds received from a broker-dealer whom you have authorized to sell all or a portion of the Common Stock covered by the Option, or (iii) in whole or in part in Common Stock of the Company, valued at fair market value on the date of exercise; provided that if you elect to pay the exercise price in common stock of the Company, such stock must be held by you for at least six months prior to such payment. As promptly after the exercise as possible, the Company will authorize its Transfer Agent to issue a stock certificate to either you or your designated broker-dealer, as applicable.

The construction and interpretation of any provision of this Option or the Plan shall be final and conclusive when made by the Committee.

Nothing in this letter shall confer on you the right to continue in the service of the Company, its Subsidiaries or Affiliates, or interfere in any way with the right of the Company to terminate your service at any time.

You should sign and return a copy of this agreement to [PLAN ADMINISTRATOR] in Philadelphia, designating your approval of this letter. This acknowledgement must be returned within ninety (90) days, otherwise, the Option will lapse and become null and void.

Very truly yours,

John W. Conway

Acknowledged and Accepted
		[NAME]		[DATE]

EXHIBIT 10.8

CROWN CORK & SEAL COMPANY, INC.
SENIOR EXECUTIVE RETIREMENT PLAN
Amended and Restated January 1, 2000

INDEX

ARTICLE		PAGE

ARTICLE I.	DEFINITIONS.	1

ARTICLE II.	PARTICIPATION.	7
2.1.	Eligibility Requirements.	7
2.2.	Participation Commencement Date.	7

ARTICLE III.	RETIREMENT BENEFITS.	7
3.1.	Normal Retirement Benefits.	8
3.2.	Early Retirement Benefit.	8
3.3.	Total Disability Benefit.	9
3.4.	Deferred Vested Benefit.	10
3.5.	Reduction of Payments to Group B, C and D Participants on Account of Surviving Spouse Benefit Elections.	10

ARTICLE IV.	VESTING.	10
4.1.	Vesting - Retirement Benefits.	11
4.2.	Vesting - Death and Surviving Spouse Benefits.	11
4.3.	Vesting - Elective Deferral Benefits.	11

ARTICLE V.	DEATH BENEFITS.	11
5.1.	Group A Participants.	11
5.2.	Group B, Group C and Group D Participants.	12

ARTICLE VI.	PAYMENT OF RETIREMENT, DEATH AND SURVIVOR BENEFITS.	13
6.1.	Payment of Retirement Benefits.	13
6.2.	Payment of Death and Surviving Spouse Benefits.	13
6.3.	Lump Sum Retirement Benefits.	13

ARTICLE VII.	ELECTIVE DEFERRALS.	14
7.1.	Election to Defer.	14
7.2.	Date of Filing Election.	14
7.3.	Commencement of Deferral.	15
7.4.	Reduction or Termination of Future Deferral.	15

ARTICLE VIII.	INVESTMENT ALTERNATIVES FOR ELECTIVE DEFERRALS.	15
8.1.	Establishment of an Account.	15
8.2.	Investment of the Account.	15
8.3.	Function of Committee.	15

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ARTICLE IX.		DISTRIBUTION OF PARTICIPANT ELECTIVE DEFERRAL ACCOUNTS.	16
9.1.		Distributions.	16
9.2.		Hardship Distributions.	16
9.3.		Administration of Hardship Distributions.	16
9.4.		Termination of Employment.	16
9.5.		Participant’s Death.	16
9.6.		Form of Distribution.	16

ARTICLE X.		SHORT TERM DISABILITY BENEFIT.	17
10.1.		Eligibility for Short Term Disability Benefit.	17
10.2.		Short Term Disability.	17
10.3.		Amount of Short Term Disability Benefit.	17

ARTICLE XI.		HEALTH AND RELATED BENEFITS.	17

ARTICLE XII.		CONTRIBUTIONS.	18
12.1.		Contributions.	18
12.2.		Contributions Immediately Before Change in Control of the Company.	18
12.3.		General Assets.	18

ARTICLE XIII.		ADMINISTRATION.	18
13.1.		Administration by the Committee.	18
13.2.		Acceleration of Payments of Benefits.	18

ARTICLE XIV.		AMENDMENT AND TERMINATION.	19
14.1.		Amendment.	19
14.2.		Termination of the Plan.	19

ARTICLE XV.		MISCELLANEOUS.	19
15.1.		Title to Assets.	19
15.2.		Non-alienation.	19
15.3.		Incapacity.	19
15.4.		No Employment Contract.	20
15.5.		Gender and Number.	20
15.6.		Governing Law.	20

SCHEDULE	A-1
SCHEDULE	A-2

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CROWN CORK & SEAL COMPANY, INC.
SENIOR EXECUTIVE RETIREMENT PLAN

This is the Crown Cork & Seal Company, Inc. Senior Executive Retirement Plan, which is an amendment and restatement effective January 1, 2000 of the Crown Cork & Seal Company, Inc. Executive Deferred Compensation Plan, originally effective November 8, 1991, and previously amended and restated effective January 1, 1994 and June 30, 1999, that Crown Cork & Seal Company, Inc. maintains to provide retirement and death benefits to certain of its key management employees and those of its affiliated companies, and to their beneficiaries and surviving spouses.

ARTICLE I. DEFINITIONS.

The following words and phrases as used herein have the following meanings unless a different meaning is plainly required by the context:

1.1. “ Account ” means the separate bookkeeping account established under Article VIII.

1.2. “ Agreement ” means a Senior Executive Retirement Agreement, including amendments thereto, between the Company and a Participant.

1.3. “ Average Annual Compensation ” means 12 times the average of the Compensation payable to the Participant by the Employer during the 60 consecutive months in the last 120 consecutive months ending immediately before termination of employment that produces the highest average.

1.4. “ Board of Directors ” means the Board of Directors of the Company.

1.5. “ Change in Control ” means if:

1.5.1. A “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13D-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding securities; or

1.5.2. During any period of two consecutive years (not including any period prior to the original effective date of the Plan, November 8, 1991), individuals who at the beginning of such period constitute the Board of Directors and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 1.5.1, Section 1.5.3 or Section 1.5.4 hereof whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office) who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

1.5.3. The stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 75% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

1.5.4. The stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

1.6. “ Committee ” means the Compensation Committee of the Board of Directors.

1.7. “ Company ” means Crown Cork & Seal Company, Inc.

1.8. “ Compensation ” means (a) base salary, including amounts deferred from salary under Article VII, below, and under any tax-qualified employee pension benefit plan maintained by the Employer, (b) incentive awards, including portions of awards that are deferred for payment at a later date, and (c) salary continuation payments on account of short-term disability under Article X, below. Compensation shall not include (i) the compensatory portion of any exercise of a stock option, (ii) the value of any stock appreciation right, or (iii) any amounts previously deferred under (a) or (b) above, and included in the Participant’s pay by the Employer in a subsequent year.

1.9. “ Crown Pension ” means the annual amount or amounts payable to the Participant under the basic pension benefit portion of the Salaried Pension Plan or the basic pension benefit portion of any other tax-qualified employee defined benefit pension plan maintained by the Employer, as a single life annuity beginning at or after retirement age 65.

1.10. “Crown Thrift Amount” means the amount or amounts payable to the Participant under any tax-qualified employee defined contribution pension plan maintained by the Employer, and that are attributable to employer matching contributions to such plan by the Company, any other Employer while it is a member of the Company’s controlled group or any acquired company. Crown Thrift Amount shall not include amounts attributable to the Crown Cork & Seal Company, Inc. Employee Stock Ownership Plan and employer profit sharing contributions. The amount shall first be determined as of the Participant’s date of termination of employment, then converted to an annuity beginning at the Participant’s Normal Retirement Date under the Plan by (a) accumulating the balance to such Normal Retirement Date at the interest rate payable on 30 year Treasury securities at termination of employment and (b) dividing by the applicable annuity factor in Schedule A-1.

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1.11. “ Deferred Vested Benefit Date ” means:

1.11.1. for a Group A Participant, the Early Retirement Date set forth in the Agreement between the Company and the Group A Participant; or

1.11.2. for a Group B Participant, a Group C Participant or a Group D Participant, his Early Retirement Date.

1.12. “ Early Retirement Date ” means:

1.12.1. for a Group A Participant, the Early Retirement Date set forth in the Agreement between the Company and the Group A Participant; or

1.12.2. for a Group B Participant, a Group C Participant or a Group D Participant, the later of age 62 or the first day of the month after the completion of five years of participation in the Plan.

1.13. “ Employer ” means Crown Cork & Seal Company, Inc. and any affiliate thereof.

1.14. “ Group A Participant ” means an eligible employee of the Company designated as a Participant by the Committee before January 1, 1994. Each employee so designated shall, as a condition of participation, enter into an Agreement with the Company, setting forth, among other things, the amount of retirement and death benefits to which he is entitled under the Plan.

1.15. “ Group B Participant ” means an eligible employee of the Employer who is an executive vice president and designated as a Group B Participant by the Committee, with the consent of the Board of Directors, after December 31, 1993. Each employee so designated shall, as a condition of participation, enter into an Agreement with the Company, setting forth, among other things, the amount of retirement and death benefits to which he is entitled under the Plan.

1.16. “ Group C Participant ” means an eligible employee of the Employer who is a senior vice president, or employee of a lower rank, and designated as a Group C Participant by the Committee, with the consent of the Board of Directors, after December 31, 1997. Each employee so designated shall, as a condition of participation, enter into an Agreement with the Company, setting forth, among other things, the amount of retirement and death benefits to which he is entitled under the Plan.

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1.17. “ Group D Participant ” means an eligible employee of the Employer who is a vice president, or any employee of a lower rank, and designated as a Group D Participant by the Committee, with the consent of the Board of Directors, after December 31, 1997. Each employee so designated shall, as a condition of participation, enter into an Agreement with the Company, setting forth, among other things, the amount of retirement and death benefits to which he is entitled under the Plan.

1.18. “Hardship” means, as determined by the Committee, a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or Participant’s dependent (as defined in section 152 of the Internal Revenue Code of 1986, as amended), loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

1.19. “ Normal Retirement Date ” means:

1.19.1. for a Group A Participant, the Normal Retirement Date set forth in the Agreement between the Company and the Group A Participant; or

1.19.2. for a Group B Participant, a Group C Participant or a Group D Participant, the later of age 65 or the first day of the month after the completion of five years of participation in the Plan, or (if earlier) the Normal Retirement Date set forth in the Agreement between the Company and such Participant.

1.20. “ Participant ” means an eligible employee who has been designated as a Group A Participant, a Group B Participant, a Group C Participant or a Group D Participant.

1.21. “ Plan ” means the Crown Cork & Seal Company, Inc. Senior Executive Retirement Plan as set forth in this document, the related Agreements, the related trust agreement pursuant to which the Trust is maintained and any amendments thereto.

1.22. “ Primary Insurance Amount Offset ” means the annual amount payable to the Participant under the old age portion of the Social Security Act beginning at (a) age 65 for any Participant who begins participation before January 1, 2000, or (b) Social Security Normal Retirement Age for any Participant who begins participation after December 31, 1999, in either case without reduction for Medicare premiums. The Primary Insurance Amount Offset shall be determined by considering in the calculation only compensation paid to the Participant by the Employer, and shall be based on the provisions of the Social Security Act in effect at the date of the Participant’s termination of employment.

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1.23. “ Salaried Pension Plan ” means the Crown Cork & Seal Company, Inc. Salaried Pension Plan or any successor plan.

1.24. “ Termination Following a Change in Control ” means a termination of employment upon or within the five year period beginning immediately following a Change in Control either:

1.24.1. initiated by the Employer other than for “cause,” which shall mean misappropriation of funds, habitual insobriety, substance abuse, conviction of a crime involving moral turpitude, willful and material misrepresentation to the directors or officers of the Employer or gross negligence in the performance of the Participant’s duties having a material adverse effect on the business, operations, assets, properties or financial condition of the Employer; or

1.24.2. initiated by the Participant following one or more of the following occurrences:

1.24.2.1. an assignment to the Participant of any duties inconsistent with, or a reduction or change by the Employer in the nature or scope of the authority, duties or responsibilities of the Participant from those assigned to or held by the Participant immediately prior to the Change in Control;

1.24.2.2. any removal of the Participant from the officer positions held immediately prior to the Change in Control, except in connection with promotions to positions of greater responsibility and prestige;

1.24.2.3. any reduction by the Employer in the Participant’s Compensation as in effect immediately prior to the Change in Control or as the same may be increased thereafter;

1.24.2.4. revocation or any modification of any employee benefit plan or any action taken pursuant to the terms of any such plan, that materially reduces the opportunity of the Participant to receive benefits under any such plan;

1.24.2.5. a transfer or relocation of the site of employment of the Participant immediately preceding the Change in Control, without the Participant’s express written consent, to a location more than 20 miles distant therefrom, or that is otherwise an unacceptable commuting distance from the Participant’s principal residence at the date of the Change in Control; or

1.24.2.6. a requirement that the Participant undertake business travel to an extent substantially greater than the Participant’s business travel obligations immediately prior to the Change in Control.

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1.25. “ Total Disability ” means the total permanent incapacity of a Participant, as defined in the Salaried Pension Plan, irrespective of his number of years of service under that plan.

1.26. “ Total Disability Date ” means, the first day of the month after the later of the date a Participant incurs a Total Disability or the date he has received all salary continuation payments on account of short term disability under Article X, below; provided that he has not then reached his Normal Retirement Date.

1.27. “ Trust ” means the grantor trust created by the trust agreement between the Company and the Trustee, fixing the rights and liabilities with respect to controlling and managing assets for the purposes of the Plan.

1.28. “ Trustee ” means the corporation with fiduciary powers that is appointed by the Board of Directors as trustee or successor trustee and named in the trust agreement or any amendment thereto; provided that, on or after a Change in Control, the appointment or removal of the Trustee or any successor trustee by the Board of Directors shall be effective only if at least two-thirds of the Participants in the Plan at such time give written consent to such action.

1.29. “ Value ” means:

1.29.1. the sum of a Participant’s deferred compensation under Section 7.1 and earnings, gains and losses thereon, less any distributions to the Participant, valued as of the date of distribution of his Account; or

1.29.2. if a Participant elects to receive a distribution of his Account in cash, the amount of cash that the liquidation of the investments of the Participant’s Account, or any portion thereof, yields as of the date of such liquidation.

1.30. “ Years of Service ” means (a) all years (and fractions thereof) of employment of the Participant, whether or not continuous, with the Employer, measured from the later of the Participant’s date of hire or the date his employer becomes an affiliate of the Company, unless otherwise stated in the Participant’s Agreement, (b) all periods during which the Participant receives salary continuation payments on account of short-term disability under Article X, below, and (c) for the purpose of calculating a Participant’s early and normal retirement benefits, all periods during which the Participant receives Total Disability benefits under Section 3.3. Notwithstanding the foregoing, in the case of an individual who becomes a Participant after July 31, 1997, no service after the Participant reaches his Normal Retirement Date, as defined in Section 1.17, shall be counted in determining his Normal Retirement Benefit under Section 3.1. The foregoing provision shall not apply to an individual who was a Participant as of July 31, 1997. The Committee may grant credit for service with a previous employer for purposes of determining a Participant’s Years of Service.

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ARTICLE II. PARTICIPATION.

2.1. Eligibility Requirements . Each employee who has been designated as a Group A Participant, a Group B Participant, a Group C Participant or a Group D Participant shall be eligible to participate in the Plan.

2.2. Participation Commencement Date . An employee shall be a Participant effective as of the first day of the month following the later of the month in which he has been designated as a Participant or the month in which his Agreement is effective.

ARTICLE III. RETIREMENT BENEFITS.

3.1. Normal Retirement Benefits .

3.1.1. Benefit Formula for Group A Participants, Group B Participants and Certain Group C Participants . The formula for the annual benefit of a Group A or a Group B Participant or an individual who becomes a Group C Participant before November 1, 1998, payable monthly beginning upon his retirement at or after his Normal Retirement Date, shall be the product of A times B, minus the sum of C and D and E, where:

A = Participant’s Years of Service multiplied by 2.25% for the first 20 years of such service and by 1.67% for the next 15 years of such service

B = Participant’s Average Annual Compensation

C = Participant’s Crown Pension

D = Participant’s Crown Thrift Amount

E = Participant’s Primary Insurance Amount Offset.

3.1.2. Benefit Formula for Certain Group C Participants and Group D Participants . The formula for the annual benefit of an individual who becomes a Group C Participant after October 31, 1998 or a Group D Participant, payable monthly beginning upon his retirement at or after his Normal Retirement Date, shall be the product of A times B, minus the sum of C and D, where:

A = Participant’s Years of Service multiplied by 2.00% for the first 20 years of such service and by 1.45% for the next 15 years of such service

B = Participant’s Average Annual Compensation

C = Participant’s Crown Pension

D = Participant’s Primary Insurance Amount Offset.

3.1.3. Additional Service Credit - All Participants . The Committee, in its sole discretion, may grant additional benefit credit to a Participant under Section 3.1.1 or Section 3.1.2 for Years of Service in excess of 35 years, at a rate not to exceed 1% for each such additional year.

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3.1.4. Amount of Normal Retirement Benefit - All Participants . The normal retirement benefit of a Participant shall be the greater of the amount set forth in his Agreement or the amount determined under Section 3.1.1 or Section 3.1.2, as applicable, and Section 3.1.3, if applicable.

3.1.5. No Effect on Annual Benefit Formula for Changes in Group Designation . If an individual first designated as a Group C Participant after October 31, 1998 or as a Group D Participant is subsequently designated as a Group A Participant or as a Group B Participant, his annual benefit shall nonetheless continue to be calculated under Section 3.1.2, rather than Section 3.1.1

3.2. Early Retirement Benefit .

3.2.1. Amount of Early Retirement Benefit - Group A Participants . The early retirement benefit of a Group A Participant who retires on or after his Early Retirement Date but before his Normal Retirement Date shall be the greater of (a) the amount set forth in his Agreement or (b) the amount determined under Section 3.1.1, and, if applicable, Section 3.1.3, reduced by either the rate applicable under the early retirement reduction formula in the Salaried Pension Plan or as otherwise stated in the Participant’s Agreement, for the period by which the beginning date of the payments precedes his Normal Retirement Date.

3.2.2. Amount of Early Retirement Benefit - Group B, C and D Participants . The early retirement benefit of a Group B Participant, a Group C Participant or a Group D Participant who retires on or after his Early Retirement Date but before his Normal Retirement Date shall be the amount determined under Section 3.1.1 or Section 3.1.2, as applicable, and Section 3.1.3, if applicable, reduced by the rate applicable under the early retirement reduction formula in the Salaried Pension Plan, for the period by which the beginning date of the payments precedes his Normal Retirement Date.

3.3. Total Disability Benefi t.

3.3.1. Initial Benefit . The initial total disability benefit of a Participant who retires at a Total Disability Date shall be the amount described below for him less the amount of Employer - paid long-term disability benefits, based upon the greater of his rate of Compensation for the calendar year in which his Total Disability occurs or the average rate of Compensation for the three consecutive calendar years ending immediately before the calendar year in which his Total Disability occurs.

3.3.1.1. A Group A Participant or a Group B Participant, 100% of the amount calculated above;

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3.3.1.2. A Group C Participant, 75% of the amount calculated above; or

3.3.1.3. A Group D Participant, 50% of the amount calculated above.

3.3.2. Annual Cost of Living Increases . A Participant’s total disability benefit determined under Section 3.3.1 shall be increased, if at all, as of January 1 of each successive year that follows by at least 12 months the calendar year in which the Participant’s Total Disability Date occurs. The increase shall be equal to the increase in the Consumer Price Index for the Philadelphia Metropolitan Area, published by the United States Department of Labor (or the comparable successor standard), for the 12 months ending on the December 31 immediately preceding each such January 1.

3.3.3. Cessation of Benefit Payments . Payment of a Participant’s total disability benefit shall cease as of the first to occur of the Participant’s:

3.3.3.1. cessation of Total Disability;

3.3.3.2. death; or

3.3.3.3. reaching his Normal Retirement Date.

Upon the cessation of payments under this Section 3.3.3 by reason of the Participant’s reaching his Normal Retirement Date, he shall be entitled to receive his normal retirement benefit calculated for him under Section 3.1, without further cost of living increases, subject in the case of a Group B Participant, a Group C Participant or a Group D Participant, to any election of a surviving spouse benefit under Section 5.2.2.3.

3.4. Deferred Vested Benefit .

3.4.1. Group A Participants . The vested retirement benefit, if any, payable to a Group A Participant who terminates employment before his Early Retirement Date or Total Disability Date shall be the greater of (a) the amount set forth in his Agreement or (b) the amount determined under Section 3.1.1, and shall be paid beginning on the Participant’s Deferred Vested Benefit Date. If payments are made pursuant to Section 3.4.1(b), above, the amount shall be reduced by either the rate applicable under the deferred vested benefit reduction formula in the Salaried Pension Plan or as otherwise stated in the Participant’s Agreement, for the period by which the beginning date of the payments precedes the Participant’s Normal Retirement Date.

3.4.2. Group B, C and D Participants . The vested retirement benefit, if any, payable to a Group B Participant, a Group C Participant or a Group D Participant, who terminates employment before his Early Retirement Date or Total Disability Date, shall be paid beginning on or after the Participant’s first possible Early Retirement Date and by his Normal Retirement Date, as elected by the Participant. The amount of the benefit shall be as determined under Section 3.1.1, reduced, if payments begin before Normal Retirement Date, by the rate applicable under the deferred vested benefit reduction formula in the Salaried Pension Plan, for the period by which the beginning date of the payments precedes the Participant’s Normal Retirement Date. A Participant’s election to receive payments hereunder before his Normal Retirement Date shall be made by December 31 of the calendar year before the calendar year in which payments are to begin.

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3.5. Reduction of Payments to Group B, C and D Participants on Account of Surviving Spouse Benefit Elections . If an eligible Group B Participant elects surviving spouse benefits pursuant to Section 5.2.2.3, his retirement benefit under this Article III shall be reduced accordingly.

ARTICLE IV. VESTING

4.1. Vesting - Retirement Benefits . A Participant who, before his Early Retirement Date, terminates employment for any one of the three following conditions or reasons shall be 100% vested in his retirement benefit under the Plan:

4.1.1. after five years of participation in the Plan, or

4.1.2. by reason of a Termination Following a Change in Control, or

4.1.3. by reason of a Total Disability.

The vested deferred retirement benefit shall be payable either in accordance with Section 3.4, beginning at the Participant’s Deferred Vested Benefit Date, if termination is after five years of participation or by reason of a Termination Following a Change in Control, or in accordance with Section 3.3 beginning immediately if termination is by reason of Total Disability. A Participant who, before his Early Retirement Date, terminates employment due to “cause” (as defined in Section 1.22.1) or death shall not be entitled to a retirement benefit under the Plan, irrespective of his number of years of participation in the Plan.

4.2. Vesting - Death and Surviving Spouse Benefits . The beneficiary or surviving spouse of a Participant who terminates employment due to death or who has previously terminated employment with a vested right to a retirement benefit under Section 4.1 or a right to a normal, early or disability benefit shall be entitled to death or surviving spouse benefits only as provided in Articles V and IX. No other death benefits shall be payable under the Plan.

4.3. Vesting - Elective Deferral Benefits . A Participant shall be 100% vested in his elective deferral benefits under Article VII.

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ARTICLE V. DEATH BENEFITS.

5.1. Group A Participants .

5.1.1. Lump Sum Death Benefits . The named beneficiary of a Group A Participant who dies after meeting the requirements of Section 4.2 shall receive a death benefit equal to five times the Participant’s annual normal retirement benefit, as set forth in his Agreement, and shall be subject to reduction or offset, if any, also as set forth in his Agreement.

5.1.2. Surviving Spouse Benefits . The surviving spouse of a Group A Participant who dies after meeting the requirements of Section 4.2 shall receive a survivor benefit equal to 50%, subject to reduction as described below, of the Participant’s normal retirement benefit, as described in Section 3.1.2, payable in the form and manner described in Section 6.2.2, for the life of the surviving spouse. The amount payable hereunder shall be reduced proportionately by an amount calculated to reflect the portion of the deceased Participant’s retirement benefit he elected to receive as a lump sum payment under Section 6.3.1, so that if the Participant elected to receive his entire retirement benefit as a lump sum, no amount shall be payable to the surviving spouse under this Section 5.1.2. This provision shall not adversely affect any right the surviving spouse may have as a named beneficiary to receive a lump sum death benefit under Section 5.1.1 above.

5.2. Group B, Group C and Group D Participants .

5.2.1. Lump Sum Death Benefits . The named beneficiary of a Group B Participant, a Group C Participant or Group D Participant who dies after meeting the requirements of Section 4.2 shall receive a death benefit equal to five times his annual normal retirement benefit, as determined under Section 3.1 accrued as of the date of his death, and shall be subject to reduction or offset, if any, also as set forth in his Agreement. Notwithstanding the foregoing, the minimum lump sum death benefit for such a Participant shall be $200,000.

5.2.2. Surviving Spouse Benefits . The surviving spouse of a Group B, Group C or Group D Participant who meeting the requirements of Sections 4.1 and 4.2 shall receive a survivor benefit, if any, as follows:

5.2.2.1. Death Before Termination of Employment or After Termination of Employment but Before Retirement Payments Begin. If the Group B Participant, Group C Participant or Group D Participant dies (a) before termination of employment but after meeting the requirements of Section 5.2.2, above, or (b) after termination of employment and after meeting the requirements of Section 5.2.2, above, but before payment of his retirement benefits has begun, his surviving spouse shall be entitled to receive as a survivor benefit the survivor portion of the benefit the Participant would have received under a joint and 50% to survivor benefit with his spouse, with the joint and 50% to survivor benefit being the actuarial equivalent of his retirement benefit payable immediately.

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5.2.2.2. Death After Termination of Employment and After Retirement Payments Begin. If the Group B Participant, Group C Participant or Group D Participant dies after termination of employment but (a) after meeting the requirements of Section 5.2.2, above and (b) after payment of his retirement benefits has begun, his surviving spouse shall be entitled to receive any survivor benefit elected by the Participant before his death, in accordance with Section 5.2.2.3, below.

5.2.2.3. Election of Surviving Spouse Benefit. An eligible Group B Participant, Group C Participant or Group D Participant under Section 5.2.2.2 may elect, in accordance with procedures established by the Committee, and subject to reduction as described below if the Participant elects a partial lump sum retirement benefit payment under Section 6.3.1, to have his retirement benefit reduced and to have 100%, 75%, 50% or 25% of such reduced amount, as elected by the Participant, paid to the surviving spouse of the Participant for the life of the surviving spouse. The amount payable in such event to the Participant and his spouse shall be the actuarial equivalent of the amount payable to the Participant as a single life annuity, using the factors set forth in Schedule A-1 attached hereto. The election hereunder shall be irrevocable once retirement payments have begun. If the Participant elects a partial lump sum retirement benefit payment under Section 6.3.1, the amount used hereunder in determining the joint and survivor benefit of the Participant and his spouse shall first be reduced proportionately by an amount calculated to reflect the portion of the Participant’s retirement benefit he elected to receive as a lump sum payment under Section 6.3.1, so that if the Participant elects to receive his entire retirement benefit as a lump sum, no amount shall be payable to the surviving spouse under this Section 5.2.2.3. This provision shall not adversely affect any right the surviving spouse may have as a named beneficiary to receive a lump sum death benefit under Section 5.2.1 above.

ARTICLE VI. PAYMENT OF RETIREMENT, DEATH AND SURVIVOR BENEFITS.

6.1. Payment of Retirement Benefits . Subject to Section 6.3, the retirement benefit due to a Participant pursuant to the Plan shall be paid in cash in monthly installments for the life of the Participant.

6.2. Payment of Death and Surviving Spouse Benefits .

6.2.1. The death benefits due a beneficiary shall be paid in cash in a lump sum.

6.2.2. The survivor benefit due a surviving spouse shall be paid in cash in monthly installments for the life of the surviving spouse.

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6.3. Lump Sum Retirement Benefits .

6.3.1. Group A and B Participants - Retirement Prior to Change in Control . A Group A Participant or a Group B Participant eligible to receive a normal or early retirement benefit under Section 3.1 or Section 3.2 may make a single election to receive any whole percentage between 1% and 100% of the present value of his retirement benefit in cash in a lump sum in lieu of all or a portion of the retirement benefit under Section 3.1 and Section 3.2, and to receive the balance, if any, as determined and payable under Section 3.1 or Section 3.2, as applicable. The lump sum shall be paid as of the date retirement benefits are payable to the Participant under Section 3.1 or Section 3.2, as applicable. In order to elect a partial or full lump sum payment, the Participant shall file a written election with the Committee by December 31 of the year before the year in which monthly installment payments of such benefit are scheduled to begin. The present value of such benefit shall be determined by using the factors set forth on Schedule A-1 attached hereto. A Participant’s election to receive a partial or full lump sum payment shall reduce proportionately any surviving spouse benefit under Section 5.1.2 or Section 5.2.2. If any portion of a lump sum payment elected under this Section 6.3.1 is not eligible to be claimed as a deduction by the Employer by reason of section 162(m) of the Code for the year otherwise payable, the Employer shall first pay to the Participant any monthly installment payments due him and so much of the lump sum payment as is not subject to section 162(m) of the Code in such year and the Employer shall pay the balance of the lump sum, without adjustment, to the Participant on March 31 of the following year.

6.3.2. Groups A, B, C and D Participants - Change in Control . A Group A, Group B, Group C or a Group D Participant (including a Group A or a Group B Participant who has made a prior lump sum election under Section 6.3.1) who has a Termination Following a Change in Control shall immediately receive 100% of the present value of his normal retirement benefit in cash in a lump sum, unless he elects to receive monthly installments of such retirement benefit by filing a written election to receive installments with the Committee by the last day of the calendar year immediately before the calendar year in which the Termination Following a Change in Control occurs. The present value of such lump sum benefit shall be determined by using the factors set forth on Schedule A-1 attached hereto.

6.3.3. Groups A, B, C and D Participants - Gross-Up Payments . Any Group A, Group B, Group C or Group D Participant who receives a lump sum payment under Section 6.3.2 on account of a Termination Following a Change in Control shall, contemporaneously therewith, also receive an additional lump sum payment from the Plan such that the Participant receives, on a net, after-tax basis, the amount the Participant would have received if the lump sum payment had not been subject to any federal, state or local tax imposed on the lump sum payment, including, without limitation, any income, wage, payroll, or excise taxes and any interest, penalties or other additions to tax thereon (other than those related to actions taken by the Participant or actions that the Participant fails to take). The determination of the amount of the additional lump sum payment shall be made by such one of the six largest national certified public accounting firms as the Participant shall select. All fees of such accounting firm shall be paid by the Employer.

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ARTICLE VII. ELECTIVE DEFERRALS.

7.1. Election to Defer . A Participant may elect to defer receipt of up to 15% of his Compensation for any calendar year by filing an election form with the Committee, which form shall specify:

7.1.1. the amount or percentage of Compensation to be deferred; and

7.1.2. the beneficiary of his Account in the event of the Participant’s death.

An election to defer Compensation pursuant to this Article VII shall remain in effect until amended or revoked in accordance with Section 7.4.

7.2. Date of Filing Election . An election to defer a Participant’s Compensation shall be filed by the Participant with the Committee before the date such Compensation first becomes currently available to the Participant.

7.3. Commencement of Deferral . The deferral period for a Participant’s Compensation paid during a calendar year shall begin as soon as administratively feasible after the filing of the Participant’s election to defer Compensation.

7.4. Reduction or Termination of Future Deferral .

7.4.1. A Participant may elect to reduce the amount of Compensation that will be deferred in the future or may elect to terminate the deferral election for the future by filing an election with the Committee; the election shall specify the amount of future Compensation, if any, that shall continue to be deferred.

7.4.2. The reduction or termination of the deferral of future Compensation shall be effective as of the first day of the next calendar quarter following the receipt of the election by the Committee.

ARTICLE VIII. INVESTMENT ALTERNATIVES FOR ELECTIVE DEFERRALS.

8.1. Establishment of an Account . The Committee shall establish an Account for each Participant who elects deferrals under Article VII. Compensation deferred into the Account shall be credited to such Account not later than 60 days after the date such Compensation would otherwise have been paid to the Participant. Earnings, gains and losses, if any, on the balance standing to the credit of the Account shall be credited to the Account as provided in Section 8.2.

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8.2. Investment of the Account . The Committee may cause each Participant’s Account to be invested in accordance with a written investment request provided to the Committee by the Participant. A Participant may only request that the Committee invest his Account in any security listed on a national securities exchange and in shares of regulated investment companies registered under the Investment Company Act of 1940 and eligible for sale in Pennsylvania. Such requests shall not be binding upon the Committee. A Participant may file an amended investment request not more often than one time in any six month calendar period. A Participant’s Account shall be credited or debited with all earnings, gains, losses and ordinary expenses incurred through execution of the Committee’s investment instructions. If the Committee determines not to invest the Participant’s Account, the Account shall be assumed to be invested at the interest rate at which Citibank, N.A. is lending to its most credit-worthy customers, less 2%; provided that in no event shall such rate exceed 8%.

8.3. Function of Committee . By deferring Compensation pursuant to Article VII, each Participant agrees that the Company, Employer and Committee are in no way responsible for the investment results of the Participant’s Account, whether or not the Account is invested in accordance with the Participant’s request.

ARTICLE IX. DISTRIBUTION OF PARTICIPANT ELECTIVE DEFERRAL ACCOUNTS.

9.1. Distributions . A Participant’s Account shall be distributed only in accordance with Section 9.2, Section 9.4 or Section 9.5.

9.2. Hardship Distributions . A Participant may request that all or a portion of the Value of his Account be distributed at any time before termination of employment by submitting a written request to the Committee, provided that the Participant has incurred a Hardship, and the distribution is necessary to alleviate such Hardship. The Committee shall deem a distribution to be necessary to alleviate a Hardship if:

9.2.1. the distribution is not in excess of the amount of the Participant’s Hardship; and

9.2.2. the Hardship may not be relieved through reimbursement by insurance or otherwise, by liquidation of the Participant’s assets (to the extent that such liquidation would not itself cause severe financial hardship) or by cessation of deferrals under the Plan.

9.3. Administration of Hardship Distributions . The Account balance that is not distributed pursuant to Section 9.2 shall remain in the Plan. Distributions to alleviate a Hardship shall be made as soon as administratively feasible after the Committee has reviewed and approved the request. Deferral of Compensation shall be suspended effective with the beginning of the pay period following the date of the Committee’s approval of the request and may not be resumed until the beginning of the next calendar year.

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9.4. Termination of Employment . A Participant who has terminated employment with the Employer (for any reason other than death, including retirement or involuntary termination) shall receive a distribution of the entire Value of his Account as soon as administratively feasible following the Participant’s written request to the Committee.

9.5. Participant’s Death . If the Participant dies while employed by the Employer, the entire Value of the Participant’s Account shall be distributed to his beneficiary as soon as administratively feasible following delivery of the beneficiary’s written request to the Committee, but in no event later than two years after the Participant’s death.

9.6. Form of Distribution . The Value of the Account of a Participant shall be distributed to such Participant, or to his beneficiary if distribution is on account of the Participant’s death, in cash less costs of distribution and applicable taxes.

ARTICLE X. SHORT TERM DISABILITY BENEFIT.

10.1. Eligibility for Short Term Disability Benefit . A Participant shall be eligible for short term disability benefits under the Plan in lieu of any other short term disability benefits that the Employer provides for its salaried employees. To be eligible to receive short term disability benefits, the Participant shall be required to have met the conditions of a short term disability, as defined in Section 10.2.

10.2. Short Term Disability . For purposes of this Article X, short term disability means the temporary incapacity of a Participant that, as determined by the Committee in a uniformly-applied manner, renders the Participant temporarily incapable of engaging in his usual executive function and as a result the Participant is under the direct care and treatment of a physician who certifies to such incapacity.

10.3. Amount of Short Term Disability Benefit . A Participant who meets the conditions set forth in Section 10.2 shall receive a short term disability benefit, payable monthly, for the following applicable period:

10.3.1. Chief executive officer: an amount equal to one year of base salary and incentive payments, at the rates for such payments in effect for the calendar year in which disability begins;

10.3.2. Executive vice president: an amount equal to six months of base salary and incentive payments, at the rates for such payments in effect for the calendar year in which disability begins; and

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10.3.3. Any other Participant: an amount equal to three months of base salary and incentive payments, at the rates for such payments in effect for the calendar year in which disability begins;

provided that all payments under this Article X shall cease as of the earliest of the Participant’s cessation of short term disability, occurrence of Total Disability, death or attainment of his first possible Early Retirement Date or his Normal Retirement Date.

ARTICLE XI. HEALTH AND RELATED BENEFITS.

A Participant who (a) has a Termination Following a Change in Control, (b) retires or (c) becomes disabled, and the surviving spouse of such a Participant, shall be entitled to receive health and dental benefits until the date each reaches the age of entitlement for Medicare benefits. The Employer shall pay the cost of such health and dental benefits and such benefits shall be no less comprehensive than those in effect for senior executives of the Company and their spouses immediately before (x) the Change in Control, (y) the Participant’s retirement, or (z) the Participant’s disability, as the case may be.

ARTICLE XII. CONTRIBUTIONS.

12.1. Contributions . In order to meet its obligation hereunder, the Employer will contribute to the Trust the funds necessary to provide the benefits hereunder or life insurance policies covering the lives of the Participants or the funds necessary for the purchase of such policies.

12.2. Contributions Immediately Before Change in Control of the Company . Immediately before a Change in Control of the Company, the Company shall transfer to the Trust cash, marketable securities or other property having a fair market value in an amount equal to the sum of the amounts, determined by an actuary selected by the Company and satisfactory to a majority of the Participants, using reasonable assumptions, that will be sufficient to fund fully the Employer’s obligations to pay the full amount of all benefits to which the Participants (and their beneficiaries and spouses) may become entitled pursuant to the Plan.

12.3. General Assets . Notwithstanding Sections 12.1 and 12.2 above, however, the Employer’s obligations hereunder shall constitute general, unsecured obligations, payable solely out of its general assets, and no Participant or other person shall have any right to specific assets.

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ARTICLE XIII. ADMINISTRATION.

13.1. Administration by the Committee . The Plan shall be administered by the Committee; provided, however, that any member of the Committee who is a Participant in the Plan shall be precluded from voting on any matter relating solely to his rights under the Plan. The Committee shall have the authority, responsibility and discretion to interpret and construe the Plan and to decide all questions arising thereunder, including, without limitation, questions of eligibility for participation, eligibility for benefits and the time of the distribution thereof, and shall have the authority to deviate from the literal terms of the Plan to the extent the Committee shall determine to be necessary or appropriate to operate the Plan in compliance with the provisions of applicable law.

13.2. Acceleration of Payments of Benefits . Upon a Participant’s written request on the basis of a demonstrated financial hardship, subject solely to the Committee’s discretion, which shall be uniformly applied, the Committee may accelerate the beginning date of payment of benefits under Section 3.4, if it determines such action is in the best interest of the Employer and the Participant.

ARTICLE XIV. AMENDMENT AND TERMINATION.

14.1. Amendment . The Company reserves the right, by action of its Board of Directors, to amend the Plan at any time, in any manner whatsoever, after delivery of written notification to all Participants and to surviving spouses and beneficiaries then entitled to benefits of its intention and the effective date thereof; provided, however, that no such amendment shall operate to reduce the benefit that any Participant who is participating at the time such amendment is adopted would otherwise receive hereunder at retirement, or that his surviving spouse or beneficiary would receive in the event of his death, and no amendment shall operate to limit the Employer’s obligations in the event of a Change in Control of the Company.

14.2. Termination of the Plan . Continuance of the Plan is completely voluntary, and is not assumed as a contractual obligation of the Company or other Employer. The Company, and each other Employer, having adopted the Plan, shall have the right, at any time, prospectively to discontinue the Plan as to its eligible employees; provided, however, that such termination shall not operate to reduce the benefit that any Participant who is participating at the time such amendment is adopted would otherwise receive hereunder at retirement, or that his surviving spouse or beneficiary would receive in the event of his death. Furthermore, the Company shall not have the right to terminate the Plan as to existing Participants (or the surviving spouses or beneficiaries of deceased Participants) upon or following a Change in Control of the Company.

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ARTICLE XV. MISCELLANEOUS.

15.1. Title to Assets . Title to and beneficial ownership of any assets, whether cash or investments, that the Employer may set aside or earmark to meet its obligations hereunder, shall at all times remain in the Employer; provided that legal title to any assets placed in the Trust shall be in the Trustee. No Participant, surviving spouse or beneficiary shall under any circumstances acquire any property interest in any specific assets set aside in trust by the Employer. Any funds that may be invested under the provisions of the Plan shall continue for all purposes to be a part of the general funds of the Employer and no person other than the Employer shall by virtue of the provisions of the Plan have any interest in such funds. To the extent that any person acquires a right to receive payments under the Plan, such right shall be no greater than the right of any unsecured general creditor of the Employer.

15.2. Non-alienation . The right of a Participant or any other person to the payment of any benefit hereunder shall not be assigned, transferred, pledged or encumbered.

15.3. Incapacity . If the Committee shall find that any person to whom any payment is due under the Plan is unable to care for his affairs because of illness or accident, or is a minor, any payment due (unless a prior claim therefor shall have been made by a duly appointed guardian, committee or other legal representative) may be paid to the spouse, a child, a parent, or a brother or sister, or to any person deemed by the Committee to have incurred expense for such person otherwise entitled to payment, in such manner and proportions as the Committee may determine. Any such payment shall be a complete discharge, to the extent of the payment, of the liabilities of the Plan, the Employer, the Committee, and the Trustee.

15.4. No Employment Contract . Nothing contained herein or in any Agreement shall be construed as conferring upon a Participant the right to continue in the employ of the Employer in any capacity.

15.5. Succession . The Plan and the related Agreements shall be binding upon and inure to the benefit of the Company and the Employer, their successors and assigns, and the Participants and their heirs, executors, administrators and legal representatives.

15.6. Gender and Number . For purposes of the Plan, the singular shall include the plural and the masculine shall include the feminine, and vice versa.

15.7. Governing Law . The Plan shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania, except to the extent superseded by federal law.

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IN WITNESS WHEREOF, Crown Cork & Seal Company, Inc. has caused this amendment and restatement of the Plan to be executed and attested by its duly authorized officers as of the date first above written.

[CORPORATE SEAL]

CROWN CORK & SEAL COMPANY, INC.

Attest:			By:
	Secretary			Executive Vice President

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CROWN CORK & SEAL COMPANY, INC.
SENIOR EXECUTIVE RETIREMENT PLAN

SCHEDULE A-1

ACTUARIAL FACTORS USED IN CALCULATING
LUMP SUM VALUES

A-1

CROWN CORK & SEAL COMPANY, INC.
SENIOR EXECUTIVE RETIREMENT PLAN

SCHEDULE A-2

DESCRIPTIONS OF LUMP SUM VALUE AND
GROSS-UP PAYMENT CALCULATIONS

These are descriptions of (i) how the lump sum values of early and normal retirement benefits are calculated for Participants in the Supplemental Executive Retirement Plan (“Plan”), using the Monthly Life Annuity Factors set forth in Schedule A-1, and (ii) how a gross-up payment is calculated for Participants under Section 6.3.3 of the Plan. THESE DESCRIPTIONS ARE FOR ILLUSTRATIVE PURPOSES ONLY. ALL CALCULATIONS OF LUMP SUM VALUES AND GROSS-UP PAYMENTS ARE PREPARED IN ACCORDANCE WITH THE TERMS OF THE PLAN.

I. BACKGROUND

Schedule A-1 is used to convert a monthly annuity value to a present, lump sum amount. In general, the lump sum value of an annuity benefit is determined by multiplying the monthly amount of a Participant’s benefit by 12 (to determine the annual amount of the Participant’s benefit). This amount is then multiplied by the applicable factor from Schedule A-1. The applicable factor is determined by cross referencing on Schedule A-1 the Participant’s age and the relevant interest rate. Therefore, three variables must be known to use Schedule A-1: (a) the amount of the Participant’s monthly annuity, (b) the Participant’s age, and (c) the applicable interest rate.

The amount of the Participant’s monthly annuity is a function of the terms of the Plan. If the lump sum value of a Participant’s early retirement benefit is being determined, for example, it is first necessary to actuarially reduce the Participant’s normal retirement benefit, as provided in Section 3.2 of the Plan, using the early retirement reduction factor in the Crown Salaried Pension Plan, to determine the monthly annuity value of the Participant’s early retirement benefit. This monthly amount is then converted to a lump sum value.

For purposes of Schedule A-1, the Participant’s age is the age on which the monthly annuity payments are expected to start, rather than the Participant’s age on the date the calculation is performed. For instance, if a Participant is age 55 and would like to determine the lump sum value of his early retirement benefit (which is payable only upon reaching age 62), the Participant’s age, for purposes of Schedule A-1, is age 62, not age 55.

The applicable interest rate will be the then current interest rate payable on 30-year U.S. Treasury Bonds.

A-2

II. CALCULATING THE LUMP SUM VALUE OF AN EARLY OR NORMAL RETIREMENT BENEFIT

Section 6.3.1 of the Plan provides that a Participant may elect to receive between 1% and 100% of the value of his early or normal retirement benefit in a lump sum. Accordingly, to determine the amount that a Participant may elect to receive in a lump sum, it is necessary to convert the Participant’s monthly annuity to a lump sum amount.

A. LUMP SUM VALUE OF A NORMAL RETIREMENT BENEFIT

Assume for purposes of this example that a Participant is age 65 and his monthly normal retirement benefit amount is $3,500. Also assume that the applicable interest rate is 6.5%.

As described above, the lump sum value of the Participant’s annuity benefit is determined by multiplying his monthly annuity benefit ($3,500) by 12 ($42,000) and then multiplying this amount by the applicable factor from Schedule A-1. The applicable factor is determined by cross referencing the Participant’s age (65) and the relevant interest rate (6.5%) on Schedule A-1, which, in this case, yields a factor of 9.5686. Therefore, the lump sum value of the Participant’s normal retirement benefit is $401,881 ($42,000 x 9.5686).

B. LUMP SUM VALUE OF AN EARLY RETIREMENT BENEFIT

Assume for purposes of this example that a Participant is age 62 and the monthly value of his normal retirement benefit is $3,500. Also assume that the applicable interest rate is 7.5%.

To determine the lump sum value of the Participant’s early retirement benefit, his normal retirement benefit must be actuarially reduced to reflect an annuity starting date of age 62, rather than age 65. Assume that this yields a monthly early retirement benefit of $3,000. The lump sum value of this amount is determined in the same manner as described above. First, the monthly annuity benefit ($3,000) is multiplied by 12 ($36,000). This amount is then multiplied by the applicable factor derived from Schedule A-1. The applicable factor for an individual age 62 with an interest rate assumption of 7.5% is 9.5889. Therefore, the lump sum value of the Participant’s early retirement benefit is $345,200 ($36,000 x 9.5889).

III. LUMP SUM VALUE OF BENEFIT AFTER A CHANGE IN CONTROL

In addition to providing a partial lump sum distribution upon a Participant’s normal or early retirement, Section 6.3.2 of the Plan also permits a Participant to receive a total distribution of the present value of the Participant’s normal retirement benefit in the event of a termination following a Change in Control. Section 6.3.3 further provides that this amount will be “grossed up” to compensate the employee for the payment of taxes on the distribution. Therefore, the calculation of payment upon termination following a Change in Control involves two parts: (a) the calculation of the lump sum value of the Participant’s normal retirement benefit, and (b) the calculation of the amount of the additional gross-up payment.

A-3

A. CALCULATION OF PRESENT VALUE OF NORMAL RETIREMENT BENEFIT

The calculation for the present value of a Participant’s normal retirement benefit is similar to that described above. However, because the Plan provides that the Participant will receive a distribution of the present value of his normal retirement benefit , the Participant’s age, for purposes of the calculation, will always be his normal retirement age, regardless of his age on the date the calculation is performed. The lump sum value of this benefit is then present valued using the applicable interest rate.

Assume a Participant is age 55 and has a monthly normal retirement benefit of $2,750. Also assume that the applicable interest rate is 6%.

To determine the lump sum value of the Participant’s normal retirement benefit, his monthly benefit at normal retirement age ($2,750) is multiplied by 12 ($33,000). This amount is then multiplied by the applicable factor derived from Schedule A-1. As noted above, the Participant’s age for this purpose is his normal retirement age (65) and not his current age (55). The applicable factor for an individual age 65 and an interest rate of 6% is 9.9166. Therefore, the lump sum value of the Participant’s normal retirement benefit is $327,248 ($33,000 x 9.9166). However, Section 6.3.2 provides that a Participant is entitled to receive only the present value of his normal retirement benefit. Because the value determined above ($327,248) is the lump sum value of the Participant’s normal retirement benefit as if he were age 65 (i.e., 10 years in the future), this amount must be present valued using the same 6% interest rate. The present value of $327,248 paid beginning 10 years in the future using a 6% interest rate assumption is approximately $176,260. Accordingly, the Participant would be entitled to a lump sum distribution of $176,260, which is the present, lump sum value of his normal retirement benefit.

B. CALCULATION OF GROSS-UP PAYMENT

The amount of a gross-up payment is generally determined under the following formula:

Amount of Distribution	X	Tax Rate

		(1 - Tax Rate)

The “Tax Rate” for this purpose is the Participant’s marginal tax rate, taking into account all federal, state and local taxes, including income, employment and excise taxes.

A-4

To continue the example above, assume that the Participant is entitled to a distribution of $176,260 and his marginal tax rate is 45%. The amount of the gross-up payment to which the Participant would be entitled is equal to:

$176,260	X	.45	=	$144,212

		1 - .45

Therefore, in the example the Participant would be entitled to a lump sum distribution of $176,260 and a gross-up payment of $144,212. Thus, his total distribution would equal $320,472.

* * *

January 1, 2000

A-5

EXHIBIT 10.9

AMENDMENT NO. 1

TO THE

CROWN CORK & SEAL COMPANY, INC.

SENIOR EXECUTIVE RETIREMENT PLAN

(As amended and restated effective January 1, 2000)

This is Amendment No. 1 (the “Amendment”), effective as of July 22, 2004, to the Crown Cork & Seal Company, Inc. Senior Executive Retirement Plan (the “Plan”), which was amended and restated effective January 1, 2000.

BACKGROUND

WHEREAS, Crown Cork & Seal Company, Inc., a Pennsylvania corporation (the “Subsidiary”) sponsors the Crown Cork & Seal Company, Inc. Senior Executive Retirement Plan (the “Plan”);

WHEREAS, pursuant to a corporate reorganization effective February 25, 2003, the Subsidiary became a wholly-owned subsidiary of Crown Holdings, Inc., a Pennsylvania corporation (the “Company”);

WHEREAS, the Company and the Subsidiary have entered into an Assumption Agreement, dated as of July 22, 2004 under which the Subsidiary agreed to transfer sponsorship of the Plan together with its responsibilities and obligations under any Plan agreement to the Company and the Company agreed to accept sponsorship of the Plan together with all the responsibilities and obligations under any Plan agreement;

WHEREAS, the Company and the Subsidiary have agreed to rename the Plan to reflect this transfer of sponsorship;

NOW, THEREFORE, the Plan is hereby amended as follows:

TERMS

1. The title of the Crown Cork & Seal Company, Inc. Senior Executive Retirement Plan is hereby changed to the Crown Senior Executive Retirement Plan.

2. All references in the Plan to the “Company” shall mean Crown Holdings, Inc., a Pennsylvania corporation.

	CROWN HOLDINGS, INC.




	John W. Conway
	Chairman of the Board, President
	and Chief Executive Officer

	CROWN CORK & SEAL COMPANY, INC.




	William T. Gallagher
	Vice President and General Counsel

EXHIBIT 31.1

CERTIFICATION


I, John W. Conway, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Crown Holdings, Inc. (“the registrant”);

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(s) 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)) 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)	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

		c)	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

5.	The registrant’s other certifying officer(s) 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: November 4, 2004		/s/ John W. Conway
		John W. Conway
		Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION


I, Alan W. Rutherford, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Crown Holdings, Inc. (“the registrant”);

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(s) 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)) 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)	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

		c)	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

5.	The registrant’s other certifying officer(s) 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: November 4, 2004		/s/ Alan W. Rutherford
		Alan W. Rutherford
		Chief Financial Officer

EXHIBIT 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Crown Holdings, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2004 (the “Report”), each of the undersigned officers certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the 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 Report fairly presents, in all material respects, the financial position and results
of operations of the Company.

Date: November 4, 2004		/s/ John W. Conway
		John W. Conway
		Chairman of the Board,
		President and Chief Executive Officer




Date: November 4, 2004		/s/ Alan W. Rutherford
		Alan W. Rutherford
		Vice Chairman of the Board,
		Executive Vice President and
		Chief Financial Officer

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

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to this Quarterly Report on Form 10-Q and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

FORM 10-Q

CROWN EUROPEAN HOLDINGS SA

6-1/4% FIRST PRIORITY SENIOR SECURED NOTE DUE 2011

CROWN EUROPEAN HOLDINGS SA

EXECUTIVE EMPLOYMENT AGREEMENT

EXECUTIVE EMPLOYMENT AGREEMENT

Terms

-2-

-3-

-4-

-5-

-6-

-7-

-8-

-9-

EXECUTIVE EMPLOYMENT AGREEMENT

EXECUTIVE EMPLOYMENT AGREEMENT

FORM OF AGREEMENT FOR NON-QUALIFIED STOCK OPTION AWARDS UNDER CROWN HOLDINGS, INC. 2004 STOCK-BASED INCENTIVE COMPENSATION PLAN

CROWN CORK & SEAL COMPANY, INC. SENIOR EXECUTIVE RETIREMENT PLAN Amended and Restated January 1, 2000

INDEX

CROWN CORK & SEAL COMPANY, INC. SENIOR EXECUTIVE RETIREMENT PLAN

CROWN CORK & SEAL COMPANY, INC. SENIOR EXECUTIVE RETIREMENT PLAN

SCHEDULE A-1

ACTUARIAL FACTORS USED IN CALCULATING LUMP SUM VALUES

CROWN CORK & SEAL COMPANY, INC. SENIOR EXECUTIVE RETIREMENT PLAN

AMENDMENT NO. 1

TO THE

CROWN CORK & SEAL COMPANY, INC.

SENIOR EXECUTIVE RETIREMENT PLAN

BACKGROUND

TERMS

EXHIBIT 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

FORM OF AGREEMENT FOR NON-QUALIFIED STOCK OPTION AWARDS
UNDER CROWN HOLDINGS, INC. 2004 STOCK-BASED INCENTIVE COMPENSATION PLAN

CROWN CORK & SEAL COMPANY, INC.
SENIOR EXECUTIVE RETIREMENT PLAN
Amended and Restated January 1, 2000

CROWN CORK & SEAL COMPANY, INC.
SENIOR EXECUTIVE RETIREMENT PLAN

CROWN CORK & SEAL COMPANY, INC.
SENIOR EXECUTIVE RETIREMENT PLAN

ACTUARIAL FACTORS USED IN CALCULATING
LUMP SUM VALUES

CROWN CORK & SEAL COMPANY, INC.
SENIOR EXECUTIVE RETIREMENT PLAN

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002