Exhibit 10.5

































                          SILGAN PLASTICS SUPPLEMENTAL
                            SAVINGS AND PENSION PLAN



                            SUPPLEMENTAL PENSION PLAN
                                1997 RESTATEMENT



<PAGE>







                          SILGAN PLASTICS SUPPLEMENTAL
                            SAVINGS AND PENSION PLAN

                            SUPPLEMENTAL PENSION PLAN
                                1997 RESTATEMENT

                                TABLE OF CONTENTS


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


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


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


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


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


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


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


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


                                       i


<PAGE>


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

                                       ii

<PAGE>





                          SILGAN PLASTICS SUPPLEMENTAL
                            SAVINGS AND PENSION PLAN

                            SUPPLEMENTAL PENSION PLAN
                                1997 RESTATEMENT


                                    ARTICLE I
                            ESTABLISHMENT AND PURPOSE

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

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

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


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


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

<PAGE>


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

                                       2

<PAGE>


                                   ARTICLE II
                                   DEFINITIONS

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

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

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

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

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

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

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

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

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

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


                                   ARTICLE III
                               RETIREMENT BENEFITS

     3.1 Limitations.

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

                                       3


<PAGE>


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

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

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

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

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

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

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

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

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

                                       4

<PAGE>

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

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

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

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

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

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

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

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

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

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

                                       5

<PAGE>


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

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

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

                                       6

<PAGE>

                                   ARTICLE IV
                               PAYMENT OF BENEFITS

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

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

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

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

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

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

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

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

                                       7

<PAGE>


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

                                       8



<PAGE>


                                    ARTICLE V
                               SOURCES OF PAYMENTS

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

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

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


                                   ARTICLE VI
                               PLAN ADMINISTRATOR

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

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

                                       9


<PAGE>

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

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


                                   ARTICLE VII
                            NONALIENATION OF BENEFITS

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


                                  ARTICLE VIII
                            AMENDMENT AND TERMINATION

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


                                   ARTICLE IX
                               GENERAL PROVISIONS

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

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

                                       10

<PAGE>


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

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

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

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

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

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

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

                                    SILGAN PLASTICS CORPORATION


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

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


                                       11

<PAGE>
                                FIRST AMENDMENT
                          SILGAN PLASTICS SUPPLEMENTAL
                            SAVINGS AND PENSION PLAN
                                1997 RESTATEMENT



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

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

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

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

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

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

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

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

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

<PAGE>

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

================================================================================


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

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

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

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



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


                          SILGAN PLASTICS CORPORATION



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



<PAGE>

                                SECOND AMENDMENT
                          SILGAN PLASTICS SUPPLEMENTAL
                            SAVINGS AND PENSION PLAN
                                1997 RESTATEMENT



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

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

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

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

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

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

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

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

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


<PAGE>

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

================================================================================

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

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

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



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


                         SILGAN PLASTICS CORPORATION



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



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                          SILGAN PLASTICS SUPPLEMENTAL

                            SAVINGS AND PENSION PLAN



                          CONTRIBUTORY RETIREMENT PLAN

                                2008 Restatement






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                          SILGAN PLASTICS SUPPLEMENTAL
                            SAVINGS AND PENSION PLAN

                          CONTRIBUTORY RETIREMENT PLAN


                                    ARTICLE I
                            ESTABLISHMENT AND PURPOSE

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

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

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

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

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

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

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

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

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


                                   ARTICLE II
                                   DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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


                                   ARTICLE III
                                  PARTICIPATION

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


                                   ARTICLE IV
                           RETIREMENT SAVINGS BENEFITS

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                    ARTICLE V
                               PAYMENT OF BENEFITS

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

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

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

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

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

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

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

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

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

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

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

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


                                   ARTICLE VI
                               SOURCES OF PAYMENTS

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

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

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

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


                                   ARTICLE VII
                               PLAN ADMINISTRATOR

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

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


                                  ARTICLE VIII
                            NONALIENATION OF BENEFITS

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

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

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<PAGE>

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


                                   ARTICLE IX
                            AMENDMENT AND TERMINATION

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


                                    ARTICLE X
                               GENERAL PROVISIONS

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

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

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

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

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

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<PAGE>

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

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

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

                                   SILGAN PLASTICS CORPORATION


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

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


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


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