Exhibit 10.4


                          SILGAN CONTAINERS CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


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



                                  INTRODUCTION
                                  ------------

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

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




<PAGE>





                          SILGAN CONTAINERS CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


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


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


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


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


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


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


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


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


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


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


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





<PAGE>




                                    ARTICLE 1
                                   DEFINITIONS
                                   -----------

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

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

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

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

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

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

     1.2 "Affiliate" means:
          ---------

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

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

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

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

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

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

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

                                       1
<PAGE>



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

          (a) the Participant's spouse; or

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

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

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

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

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

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

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

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

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

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

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

                                       2

<PAGE>

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

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

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

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

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

     1.13 "Election Period" means
           ---------------

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

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

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

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

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

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

                                       3

<PAGE>

          (a) his base salary;

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

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

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

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

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

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

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

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

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

     1.18 "Normal    Retirement    Age"    means   the    earlier    of:
           ---------------------------

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

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

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

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

                                       4

<PAGE>

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

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

     1.23 "Plan Sponsor" means the Primary Sponsor.
           ------------

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

     1.25 "Plan Year" means the calendar year.
           ---------

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

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

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

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

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

                                       5

<PAGE>

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

     1.32 "Trustee" means the trustee under the Trust.
           -------

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


                                   ARTICLE 2
                       ELIGIBILITY AND DEFERRAL ELECTIONS
                       ----------------------------------

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

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


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

          (b)  Duration of Deferral Election.
               -----------------------------

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

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

                                       6

<PAGE>

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

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


                                   ARTICLE 3
                                  CONTRIBUTIONS
                                  -------------

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

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

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


                                       7

<PAGE>

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

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

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

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


                                    ARTICLE 4
                        INDIVIDUAL FUNDS AND INVESTMENTS
                        --------------------------------

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

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

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

                                       8

<PAGE>

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

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

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

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

                                    ARTICLE 5
                          WITHDRAWALS DURING EMPLOYMENT
                          -----------------------------

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

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

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

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

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


                                    ARTICLE 6
                         GENERAL RULES ON DISTRIBUTIONS
                         ------------------------------

     6.1 Payment on Separation from Service.
         ----------------------------------

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

                                       9

<PAGE>


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

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

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

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

     6.2  Form of Payment Election.
          ------------------------

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

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

               (1) A lump sum distribution;

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

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

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

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

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

                                       10

<PAGE>

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


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

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

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

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

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

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

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

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

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

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

                                       11

<PAGE>

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

                   Less than 5                           0%
                    5 or more                           100%


                                    ARTICLE 7
                           ADMINISTRATION OF THE PLAN
                           --------------------------

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

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

     7.3 Duties of the Plan Administrator.
         --------------------------------

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

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

                                       12

<PAGE>

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

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

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


                                    ARTICLE 8
                             CLAIMS REVIEW PROCEDURE
                             -----------------------

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

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

          (a) the specific reasons for the denial;

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

                                       13

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                       14

<PAGE>

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

          (a) the specific reasons for the decision;

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

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

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


                                    ARTICLE 9
                 INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS
                 ----------------------------------------------

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

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

                                       15

<PAGE>

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


                                   ARTICLE 10
                              LIMITATION OF RIGHTS
                              --------------------

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


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

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

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

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

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

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

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

                                       16

<PAGE>

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

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

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

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

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

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

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

                                       17

<PAGE>

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

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

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

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


                                             SILGAN CONTAINERS CORPORATION

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

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

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



<PAGE>

                             FIRST AMENDMENT TO THE
                          SILGAN CONTAINERS CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

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

                              W I T N E S S E T H:
                              - - - - - - - - - -

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

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

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

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

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

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

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

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

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

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

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

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

     3. By adding the following new Section 1.34:

        "1.34  `Vesting  Service'  means  `Vesting  Service'  as  defined in the
                ----------------
     Pension Plan.


<PAGE>


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

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

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

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

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

                                         SILGAN CONTAINERS CORPORATION

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

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