Exhibit 4.2
                                                                  EXECUTION COPY








                          REGISTRATION RIGHTS AGREEMENT





                               Dated May 12, 2009





                                     between





                              SILGAN HOLDINGS INC.





                                       and





                         BANC OF AMERICA SECURITIES LLC
                          DEUTSCHE BANK SECURITIES INC.
                        MORGAN STANLEY & CO. INCORPORATED



<PAGE>



                          REGISTRATION RIGHTS AGREEMENT



     THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered
into on May 12, 2009, between SILGAN HOLDINGS INC., a Delaware corporation (the
"Company"), and BANC OF AMERICA SECURITIES LLC, DEUTSCHE BANK SECURITIES INC.
and MORGAN STANLEY & CO. INCORPORATED (the "Initial Purchasers").

     This Agreement is made pursuant to the Purchase Agreement dated May 5,
2009, between the Company and the Initial Purchasers (the "Purchase Agreement"),
which provides for the sale by the Company to the Initial Purchasers of an
aggregate of $250,000,000 principal amount of the Company's 7 1/4% Senior Notes
due 2016 (the "Securities"). In order to induce the Initial Purchasers to enter
into the Purchase Agreement, the Company has agreed to provide to the Initial
Purchasers and their direct and indirect transferees the registration rights set
forth in this Agreement. The execution of this Agreement is a condition to the
closing under the Purchase Agreement.

     In consideration of the foregoing, the parties hereto agree as follows:

     1. Definitions.

     As used in this Agreement, the following capitalized defined terms shall
have the following meanings:

     "1933 Act" shall mean the Securities Act of 1933, as amended from time to
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time.

     "1934 Act" shall mean the Securities Exchange Act of 1934, as amended from
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time to time.

     "Closing Date" shall mean the Closing Date as defined in the Purchase
      ------------
Agreement.

     "Company" shall have the meaning set forth in the preamble and shall also
      -------
include the Company's successors.

     "Exchange Offer" shall mean the exchange offer by the Company of Exchange
      --------------
Securities for Registrable Securities pursuant to Section 2(a) hereof.

     "Exchange Offer Registration" shall mean a registration under the 1933 Act
      ---------------------------
effected pursuant to Section 2(a) hereof.

     "Exchange Offer Registration Statement" shall mean an exchange offer
      -------------------------------------
registration statement on Form S-4 (or, if applicable, on another appropriate
form) and all amendments and supplements to such registration statement, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.


<PAGE>


     "Exchange Securities" shall mean securities issued by the Company under the
      -------------------
Indenture containing terms identical to the Securities (except that the Exchange
Securities will not contain restrictions on transfer) and to be offered to
Holders of Securities in exchange for Securities pursuant to the Exchange Offer.


     "Holder" shall mean the Initial Purchasers, for so long as they own any
      ------
Registrable Securities, and each of their successors, assigns and direct and
indirect transferees who become registered owners of Registrable Securities
under the Indenture; provided that for purposes of Sections 4 and 5 of this
Agreement, the term "Holder" shall include Participating Broker-Dealers (as
defined in Section 4(a)).

     "Indenture" shall mean the Indenture relating to the Securities dated as of
      ---------
May 12, 2009 between the Company and U.S. Bank National Association, as Trustee,
and as the same may be amended from time to time in accordance with the terms
thereof.

     "Initial Purchasers" shall have the meaning set forth in the preamble.
      ------------------

     "Majority Holders" shall mean the Holders of a majority of the aggregate
      ----------------
principal amount of outstanding Registrable Securities; provided that whenever
the consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Company or
any of its affiliates (as such term is defined in Rule 405 under the 1933 Act)
(other than the Initial Purchasers or subsequent Holders of Registrable
Securities if such subsequent holders are deemed to be such affiliates solely by
reason of their holding of such Registrable Securities) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage or amount.

     "Person" shall mean an individual, partnership, limited liability company,
      ------
corporation, trust or unincorporated organization, or a government or agency or
political subdivision thereof.

     "Prospectus" shall mean the prospectus included in a Registration
      ----------
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to such prospectus, and in each case including
all material incorporated by reference therein.

     "Purchase Agreement" shall have the meaning set forth in the preamble.
      ------------------

     "Registrable Securities" shall mean the Securities; provided, however, that
      ----------------------
the Securities shall cease to be Registrable Securities (i) when a Registration
Statement with respect to such Securities shall have been declared effective
under the 1933 Act and such Securities shall have been disposed of pursuant to
such Registration Statement, (ii) when such Securities have been sold to the
public pursuant to Rule 144 (or any similar provision then in force, but not
Rule 144A) under the 1933 Act, or (iii) when such Securities shall have ceased
to be outstanding.


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<PAGE>

     "Registration Expenses" shall mean any and all expenses incident to
      ---------------------
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC, stock exchange or Financial Industry Regulatory
Authority, Inc. registration and filing fees, (ii) all fees and expenses
incurred in connection with compliance with state securities or blue sky laws
(including reasonable fees and disbursements of counsel for any underwriters or
Holders in connection with blue sky qualification of any of the Exchange
Securities or Registrable Securities), (iii) all expenses of any Persons in
preparing or assisting in preparing, word processing, printing and distributing
any Registration Statement, any Prospectus, any amendments or supplements
thereto, any underwriting agreements, securities sales agreements and other
documents relating to the performance of and compliance with this Agreement,
(iv) all rating agency fees, (v) the fees and disbursements of the Trustee and
its counsel, (vi) the fees and disbursements of counsel for the Company and, in
the case of a Shelf Registration Statement, the fees and disbursements of one
counsel for the Holders (which counsel shall be selected by the Majority Holders
and which counsel may also be counsel for the Initial Purchasers), and (vii) the
fees and disbursements of the independent public accountants of the Company,
including the expenses of any special audits or "cold comfort" letters required
by or incident to such performance and compliance, but excluding fees and
expenses of counsel to the underwriters (other than fees and expenses set forth
in clause (ii) above) or the Holders and underwriting discounts and commissions
and transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by a Holder.

     "Registration Statement" shall mean any registration statement of the
      ----------------------
Company that covers any of the Exchange Securities or Registrable Securities
pursuant to the provisions of this Agreement and all amendments and supplements
to any such Registration Statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

     "SEC" shall mean the Securities and Exchange Commission.
      ---

     "Shelf Registration" shall mean a registration effected pursuant to Section
      ------------------
2(b) hereof.

     "Shelf Registration Statement" shall mean a "shelf" registration statement
      ----------------------------
of the Company pursuant to the provisions of Section 2(b) of this Agreement
which covers all of the Registrable Securities (but no other securities unless
approved by the Holders whose Registrable Securities are covered by such Shelf
Registration Statement) on an appropriate form under Rule 415 under the 1933
Act, or any similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein.

     "Trustee" shall mean the trustee with respect to the Securities under the
      -------
Indenture.

     "Underwriter" shall have the meaning set forth in Section 3 hereof.
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<PAGE>

     "Underwritten Registration" or "Underwritten Offering" shall mean a
     ----------------------------    ---------------------
registration under the 1933 Act in which Registrable Securities are sold to an
Underwriter for reoffering to the public.

     2. Registration Under the 1933 Act.

     (a) To the extent not prohibited by any applicable law or applicable
interpretation of the Staff of the SEC, the Company shall use its best efforts
to cause to be filed an Exchange Offer Registration Statement covering the offer
by the Company to the Holders to exchange all of the Registrable Securities for
Exchange Securities and shall use its best efforts to have such Registration
Statement declared effective by the SEC and remain effective until the closing
of the Exchange Offer. The Company shall commence the Exchange Offer promptly
after the Exchange Offer Registration Statement has been declared effective by
the SEC and use its best efforts to have the Exchange Offer consummated not
later than 90 days after such effective date. The Company shall commence the
Exchange Offer by mailing the related Exchange Offer Prospectus and accompanying
documents to each Holder stating, in addition to such other disclosures as are
required by applicable law:

     (i) that the Exchange Offer is being made pursuant to this Agreement and
   that all Registrable Securities validly tendered and not withdrawn in
   accordance with the terms of the Exchange Offer will be accepted for
   exchange;

     (ii) the dates of acceptance for exchange (which shall be a period of at
   least 30 days from the date such notice is mailed) (the "Exchange Dates");


     (iii) that any Registrable  Securities not tendered will remain outstanding
   and continue to accrue  interest at the initial rate borne by the Registrable
   Securities  and,  other than  Registrable  Securities  referred to in Section
   2(b)(iii) below, will not retain any rights under this Agreement;

     (iv) that Holders  electing to have any  Registrable  Securities  exchanged
   pursuant to the Exchange Offer will be required to surrender such Registrable
   Securities,  together  with  the  enclosed  letters  of  transmittal,  to the
   institution and at the address (located in the Borough of Manhattan, The City
   of New York)  specified  in the notice  prior to the close of business on the
   last Exchange Date; and

     (v) that Holders  will be entitled to withdraw  their  election,  not later
   than the close of  business  on the last  Exchange  Date,  by  sending to the
   institution and at the address (located in the Borough of Manhattan, The City
   of  New  York)  specified  in  the  notice  a  telegram,   telex,   facsimile
   transmission  or letter setting forth the name of such Holder,  the principal
   amount of Registrable  Securities delivered for exchange and a statement that
   such Holder is withdrawing his election to have such  Registrable  Securities
   exchanged.

     As soon as practicable after the last Exchange Date, the Company shall:

     (i) accept for exchange Registrable Securities or portions thereof tendered
   and not validly withdrawn pursuant to the Exchange Offer; and

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<PAGE>

     (ii) deliver, or cause to be delivered, to the Trustee for cancellation all
   Registrable Securities or portions thereof so accepted for exchange by the
   Company and issue, and cause the Trustee to promptly authenticate and mail to
   each Holder, an Exchange Security equal in principal amount to the principal
   amount of the Registrable Securities surrendered by such Holder.

The Company shall use its best efforts to complete the Exchange Offer as
provided above and shall comply with the applicable requirements of the 1933
Act, the 1934 Act and other applicable laws and regulations in connection with
the Exchange Offer. The Exchange Offer shall not be subject to any conditions,
other than that the Exchange Offer does not violate applicable law or any
applicable interpretation of the Staff of the SEC. The Company shall, subject to
applicable law, inform the Initial Purchasers of the names and addresses of the
Holders to whom the Exchange Offer is made, and the Initial Purchasers shall
have the right, subject to applicable law, to contact such Holders and otherwise
facilitate the tender of Registrable Securities in the Exchange Offer.

     (b) In the event that (i) the Company determines that the Exchange Offer
Registration provided for in Section 2(a) above is not available or may not be
consummated as soon as practicable after the last Exchange Date because it would
violate applicable law or the applicable interpretations of the Staff of the
SEC, (ii) the Exchange Offer is not for any other reason consummated by the date
that is six months after the Closing Date, or (iii) in the opinion of counsel
for the Initial Purchasers a Registration Statement must be filed and a
Prospectus must be delivered by the Initial Purchasers in connection with any
offering or sale of Registrable Securities by the Initial Purchasers of
Registrable Securities that are acquired by the Initial Purchaser from the
Company, the Company shall use its best efforts to cause to be filed as soon as
practicable after such determination, date or notice of such opinion of counsel
is given to the Company, as the case may be, a Shelf Registration Statement
providing for the sale by the Holders of all of the Registrable Securities and
to have such Shelf Registration Statement declared effective by the SEC. In the
event the Company is required to file a Shelf Registration Statement solely as a
result of the matters referred to in clause (iii) of the preceding sentence, the
Company shall use its best efforts to file and have declared effective by the
SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with
respect to all Registrable Securities and a Shelf Registration Statement (which
may be a combined Registration Statement with the Exchange Offer Registration
Statement) with respect to offers and sales of Registrable Securities held by
the Initial Purchasers after completion of the Exchange Offer. The Company
agrees to use its best efforts to keep the Shelf Registration Statement
continuously effective until the first anniversary of the Closing Date or such
shorter period that will terminate when all of the Registrable Securities
covered by the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement. The Company further agrees to supplement or amend the
Shelf Registration Statement if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the 1933 Act or by any other rules and
regulations thereunder for shelf registration or if reasonably requested by a
Holder with respect to information relating to such Holder, and to use its best
efforts to cause any such amendment to become effective and such Shelf
Registration Statement to become usable as soon as thereafter practicable. The
Company agrees to furnish to the Holders of Registrable Securities copies of any
such supplement or amendment promptly after its being used or filed with the
SEC.

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<PAGE>

     (c) The Company shall pay all Registration Expenses in connection with the
registration pursuant to Section 2(a) and Section 2(b). Each Holder shall pay
all underwriting discounts and commissions and transfer taxes, if any, relating
to the sale or disposition of such Holder's Registrable Securities pursuant to
the Shelf Registration Statement.

     (d) An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will
not be deemed to have become effective unless it has been declared effective by
the SEC; provided, however, that, if, after it has been declared effective, the
offering of Registrable Securities pursuant to a Shelf Registration Statement is
interfered with by any stop order, injunction or other order or requirement of
the SEC or any other governmental agency or court, such Registration Statement
will be deemed not to have become effective during the period of such
interference until the offering of Registrable Securities pursuant to such
Registration Statement may legally resume. In the event the Exchange Offer is
not consummated and the Shelf Registration Statement is not declared effective
on or prior to the date that is six months after the Closing Date, the interest
rate on the Securities will be increased by 0.5 per annum until the Exchange
Offer is consummated or the Shelf Registration Statement is declared effective
by the SEC.

     (e) Without limiting the remedies available to the Initial Purchasers and
the Holders, the Company acknowledges that any failure by the Company to comply
with its obligations under Section 2(a) and Section 2(b) hereof may result in
material irreparable injury to the Initial Purchasers or the Holders for which
there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely and that, in the event of any such failure,
the Initial Purchasers or any Holder may obtain such relief as may be required
to specifically enforce the Company's obligations under Section 2(a) and Section
2(b) hereof.

     3. Registration Procedures.

     In connection with the obligations of the Company with respect to the
Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the
Company shall as expeditiously as possible:

     (a) prepare and file with the SEC a Registration Statement on the
   appropriate form under the 1933 Act, which form (x) shall be selected by the
   Company, (y) shall, in the case of a Shelf Registration, be available for the
   sale of the Registrable Securities by the selling Holders thereof, and (z)
   shall comply as to form in all material respects with the requirements of the
   applicable form and include all financial statements required by the SEC to
   be filed therewith, and use its best efforts to cause such Registration
   Statement to become effective and remain effective in accordance with Section
   2 hereof;

     (b) prepare and file with the SEC such amendments and post-effective
   amendments to each Registration Statement as may be necessary to keep such
   Registration Statement effective for the applicable period and cause each
   Prospectus to be supplemented by any required prospectus supplement and, as
   so supplemented, to be filed pursuant to Rule 424 under the 1933 Act; to keep
   each Prospectus current during the period described under Section 4(3) and
   Rule 174 under the 1933 Act that is applicable to


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<PAGE>


transactions by brokers or dealers with respect to the Registrable Securities or
Exchange Securities;

     (c) in the case of a Shelf Registration, furnish to each Holder of
   Registrable Securities, to counsel for the Initial Purchasers, to counsel for
   the Holders and to each Underwriter of an Underwritten Offering of
   Registrable Securities, if any, without charge, as many copies of each
   Prospectus, including each preliminary Prospectus, and any amendment or
   supplement thereto and such other documents as such Holder or Underwriter may
   reasonably request, in order to facilitate the public sale or other
   disposition of the Registrable Securities; and the Company consents to the
   use of such Prospectus and any amendment or supplement thereto in accordance
   with applicable law by each of the selling Holders of Registrable Securities
   and any such Underwriters in connection with the offering and sale of the
   Registrable Securities covered by and in the manner described in such
   Prospectus or any amendment or supplement thereto in accordance with
   applicable law;

     (d) use its best efforts to register or qualify the Registrable Securities
   under all applicable state securities or "blue sky" laws of such
   jurisdictions as any Holder of Registrable Securities covered by a
   Registration Statement shall reasonably request in writing by the time the
   applicable Registration Statement is declared effective by the SEC, to
   cooperate with such Holders in connection with any filings required to be
   made with the Financial Industry Regulatory Authority, Inc. and do any and
   all other acts and things which may be reasonably necessary or advisable to
   enable such Holder to consummate the disposition in each such jurisdiction of
   such Registrable Securities owned by such Holder; provided, however, that the
   Company shall not be required to (i) qualify as a foreign corporation or as a
   dealer in securities in any jurisdiction where it would not otherwise be
   required to qualify but for this Section 3(d), (ii) file any general consent
   to service of process, or (iii) subject itself to taxation in any such
   jurisdiction if it is not otherwise so subject;

     (e) in the case of a Shelf Registration, notify each Holder of Registrable
   Securities, counsel for the Holders and counsel for the Initial Purchasers
   promptly and, if requested by any such Holder or counsel, confirm such advice
   in writing (i) when a Shelf Registration Statement has become effective and
   when any post-effective amendment thereto has been filed and becomes
   effective, (ii) of any request by the SEC or any state securities authority
   for amendments and supplements to a Shelf Registration Statement and
   Prospectus or for additional information after the Shelf Registration
   Statement has become effective, (iii) of the issuance by the SEC or any state
   securities authority of any stop order suspending the effectiveness of a
   Shelf Registration Statement or the initiation of any proceedings for that
   purpose, (iv) if, between the effective date of a Shelf Registration
   Statement and the closing of any sale of Registrable Securities covered
   thereby, the representations and warranties of the Company contained in any
   underwriting agreement, securities sales agreement or other similar
   agreement, if any, relating to the offering cease to be true and correct in
   all material respects or if the Company receives any notification with
   respect to the suspension of the qualification of the Registrable Securities
   for sale in any jurisdiction or the initiation of any proceeding for such
   purpose, (v) of the happening of any event during the period a Shelf
   Registration


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<PAGE>

   Statement is effective which makes any statement made in such
   Shelf Registration Statement or the related Prospectus untrue in any material
   respect or which requires the making of any changes in such Shelf
   Registration Statement or Prospectus in order to make the statements therein
   not misleading, and (vi) of any determination by the Company that a
   post-effective amendment to a Shelf Registration Statement would be
   appropriate;

     (f) make every reasonable effort to obtain the withdrawal of any order
   suspending the effectiveness of a Registration Statement at the earliest
   possible moment and provide immediate notice to each Holder of the withdrawal
   of any such order;

     (g) in the case of a Shelf Registration, furnish to each Holder of
   Registrable Securities, without charge, at least one conformed copy of each
   Shelf Registration Statement and any post-effective amendment thereto
   (without documents incorporated therein by reference or exhibits thereto,
   unless requested);

     (h) in the case of a Shelf Registration, cooperate with the selling Holders
   of Registrable Securities to facilitate the timely preparation and delivery
   of certificates representing Registrable Securities to be sold and not
   bearing any restrictive legends and enable such Registrable Securities to be
   in such denominations (consistent with the provisions of the Indenture) and
   registered in such names as the selling Holders may reasonably request at
   least two business days prior to the closing of any sale of Registrable
   Securities;

     (i) in the case of a Shelf Registration, upon the occurrence of any event
   contemplated by Section 3(e)(v) hereof, use its best efforts to prepare and
   file with the SEC a supplement or post-effective amendment to a Shelf
   Registration Statement or the related Prospectus or any document incorporated
   therein by reference or file any other required document so that, as
   thereafter delivered to the purchasers of the Registrable Securities, such
   Prospectus will not contain any untrue statement of a material fact or omit
   to state a material fact necessary to make the statements therein, in light
   of the circumstances under which they were made, not misleading. The Company
   agrees to notify the Holders to suspend use of the Prospectus as promptly as
   practicable after the occurrence of such an event, and the Holders hereby
   agree to suspend use of the Prospectus until the Company has amended or
   supplemented the Prospectus to correct such misstatement or omission;

     (j) within a reasonable time prior to the filing of any Registration
   Statement, any Prospectus, any amendment to a Registration Statement or
   amendment or supplement to a Prospectus or any document which is to be
   incorporated by reference into a Registration Statement or a Prospectus after
   initial filing of a Registration Statement, provide copies of such document
   to the Initial Purchasers and their counsel (and, in the case of a Shelf
   Registration Statement, the Holders and their counsel) and make such of the
   representatives of the Company as shall be reasonably requested by the
   Initial Purchasers or their counsel (and, in the case of a Shelf Registration
   Statement, the Holders or their counsel) available for discussion of such
   document, and shall not at any time file or make any amendment to the
   Registration Statement, any Prospectus or any


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<PAGE>

   amendment of or supplement to a Registration Statement or a Prospectus or
   any document which is to be incorporated by reference into a Registration
   Statement or a Prospectus, of which the Initial Purchasers and their counsel
   (and, in the case of a Shelf Registration Statement, the Holders and their
   counsel) shall not have previously been advised and furnished a copy, or, to
   which the Initial Purchasers or their counsel (and, in the case of a Shelf
   Registration Statement, the Holders or their counsel) shall reasonably
   object, except for any amendment or supplement or document (a copy of which
   has been previously furnished to the Initial Purchasers and their counsel
   (and, in the case of a Shelf Registration Statement, the Holders and their
   counsel)) which counsel to the Company shall advise the Company in writing is
   required in order to comply with applicable law; the Initial Purchasers agree
   that, if they receive timely notice and drafts under this clause (j), they
   will not take actions or make objections pursuant to this clause (j) such
   that the Company is unable to comply with its obligations under Section 2(a);

     (k) obtain a CUSIP number for all Exchange Securities or Registrable
   Securities, as the case may be, not later than the effective date of a
   Registration Statement;

     (l) cause the Indenture to be qualified under the Trust Indenture Act of
   1939, as amended (the "TIA"), in connection with the registration of the
   Exchange Securities or Registrable Securities, as the case may be, cooperate
   with the Trustee and the Holders to effect such changes to the Indenture as
   may be required for the Indenture to be so qualified in accordance with the
   terms of the TIA and execute, and use its best efforts to cause the Trustee
   to execute, all documents as may be required to effect such changes and all
   other forms and documents required to be filed with the SEC to enable the
   Indenture to be so qualified in a timely manner;

     (m) in the case of a Shelf Registration, make available for inspection by a
   representative of the Holders of the Registrable Securities, any Underwriter
   participating in any disposition pursuant to such Shelf Registration
   Statement, and attorneys and accountants designated by the Holders, at
   reasonable times and in a reasonable manner, all financial and other records,
   pertinent documents and properties of the Company, and cause the respective
   officers, directors and employees of the Company to supply all information
   reasonably requested by any such representative, Underwriter, attorney or
   accountant in connection with a Shelf Registration Statement;

     (n) in the case of a Shelf Registration, use its best efforts to cause all
   Registrable Securities to be listed on any securities exchange or any
   automated quotation system on which similar securities issued by the Company
   are then listed if requested by the Majority Holders, to the extent such
   Registrable Securities satisfy applicable listing requirements;

     (o) use its best efforts to cause the Exchange Securities or Registrable
   Securities, as the case may be, to be rated by two nationally recognized
   statistical rating organizations (as such term is defined in Rule 436(g)(2)
   under the 1933 Act);

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<PAGE>

     (p) if reasonably requested by any Holder of Registrable Securities covered
   by a Registration Statement, (i) promptly incorporate in a Prospectus
   supplement or post-effective amendment such information with respect to such
   Holder as such Holder reasonably requests to be included therein, and (ii)
   make all required filings of such Prospectus supplement or such
   post-effective amendment as soon as the Company has received notification of
   the matters to be incorporated in such filing; and

     (q) in the case of a Shelf Registration, enter into such customary
   agreements and take all such other actions in connection therewith (including
   those requested by the Holders of a majority of the Registrable Securities
   being sold) in order to expedite or facilitate the disposition of such
   Registrable Securities including, but not limited to, an Underwritten
   Offering and in such connection, (i) to the extent possible, make such
   representations and warranties to the Holders and any Underwriters of such
   Registrable Securities with respect to the business of the Company and its
   subsidiaries, the Registration Statement, Prospectus and documents
   incorporated by reference or deemed incorporated by reference, if any, in
   each case, in form, substance and scope as are customarily made by issuers to
   underwriters in underwritten offerings and confirm the same if and when
   requested, (ii) obtain opinions of counsel to the Company (which counsel and
   opinions, in form, scope and substance, shall be reasonably satisfactory to
   the Holders and such Underwriters and their respective counsel) addressed to
   each selling Holder and Underwriter of Registrable Securities, covering the
   matters customarily covered in opinions requested in underwritten offerings,
   (iii) obtain "cold comfort" letters from the independent certified public
   accountants of the Company (and, if necessary, any other certified public
   accountant of any business acquired by the Company for which financial
   statements and financial data are or are required to be included in the
   Registration Statement) addressed to each selling Holder and Underwriter of
   Registrable Securities, such letters to be in customary form and covering
   matters of the type customarily covered in "cold comfort" letters in
   connection with underwritten offerings, and (iv) deliver such documents and
   certificates as may be reasonably requested by the Holders of a majority in
   principal amount of the Registrable Securities being sold or the
   Underwriters, and which are customarily delivered in underwritten offerings,
   to evidence the continued validity of the representations and warranties of
   the Company made pursuant to clause (i) above and to evidence compliance with
   any customary conditions contained in an underwriting agreement.

     The Company may require each Holder of Registrable Securities to furnish to
the Company such information regarding the Holder and the proposed distribution
by such Holder of such Registrable Securities as the Company may from time to
time reasonably request in writing. No Holder of Registrable Securities may
include its Registrable Securities in such Registration Statement unless and
until such Holder furnishes such information to the Company.

     In the case of a Shelf Registration Statement, each Holder agrees that,
upon receipt of any notice from the Company of the happening of any event of the
kind described in Section 3(e)(v) hereof, such Holder will forthwith discontinue
disposition of Registrable Securities pursuant to a Registration Statement until
such Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(i) hereof, and, if so directed by the Company, such
Holder will deliver to the Company (at its expense) all copies in its


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<PAGE>

possession, other than permanent file copies then in such Holder's possession,
of the Prospectus covering such Registrable Securities current at the time of
receipt of such notice. If the Company shall give any such notice to suspend the
disposition of Registrable Securities pursuant to a Registration Statement, the
Company shall extend the period during which the Registration Statement shall be
maintained effective pursuant to this Agreement by the number of days during the
period from and including the date of the giving of such notice to and including
the date when the Holders shall have received copies of the supplemented or
amended Prospectus necessary to resume such dispositions.

     The Holders of Registrable Securities covered by a Shelf Registration
Statement who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment banker
or investment bankers and manager or managers (the "Underwriters") that will
administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering.

     4. Participation of Broker-Dealers in Exchange Offer.

     (a) The Staff of the SEC has taken the position that any broker-dealer that
receives Exchange Securities for its own account in the Exchange Offer in
exchange for Securities that were acquired by such broker-dealer as a result of
market-making or other trading activities (a "Participating Broker-Dealer"), may
be deemed to be an "underwriter" within the meaning of the 1933 Act and must
deliver a prospectus meeting the requirements of the 1933 Act in connection with
any resale of such Exchange Securities.

     The Company understands that it is the Staff's position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a
plan of distribution containing a statement to the above effect and the means by
which Participating Broker-Dealers may resell the Exchange Securities, without
naming the Participating Broker-Dealers or specifying the amount of Exchange
Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the 1933
Act in connection with resales of Exchange Securities for their own accounts, so
long as the Prospectus otherwise meets the requirements of the 1933 Act.

     (b) In light of the above, notwithstanding the other provisions of this
Agreement, the Company agrees that the provisions of this Agreement as they
relate to a Shelf Registration shall also apply to an Exchange Offer
Registration to the extent, and with such reasonable modifications thereto as
may be, reasonably requested by the Initial Purchasers or by one or more
Participating Broker-Dealers, in each case as provided in clause (ii) below, in
order to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above; provided that:

     (i) the Company shall not be required to amend or supplement the Prospectus
   contained in the Exchange Offer Registration Statement, as would otherwise be
   contemplated by Section 3(i) of this Agreement, for a period exceeding 60
   days after the last Exchange Date (as such period may be extended pursuant to
   the penultimate paragraph of Section 3 of this Agreement) and Participating
   Broker-Dealers shall not be

                                       11


<PAGE>

   authorized by the Company to deliver and shall not deliver such Prospectus
   after such period in connection with the resales contemplated by this Section
   4; and


     (ii) the application of the Shelf Registration procedures set forth in
   Section 3 of this Agreement to an Exchange Offer Registration, to the extent
   not required by the positions of the Staff of the SEC or the 1933 Act and the
   rules and regulations thereunder, will be in conformity with the reasonable
   request to the Company by the Initial Purchasers or with the reasonable
   request in writing to the Company by one or more broker-dealers who certify
   to the Initial Purchasers and the Company in writing that they anticipate
   that they will be Participating Broker-Dealers; and provided further that, in
   connection with such application of the Shelf Registration procedures set
   forth in Section 3 to an Exchange Offer Registration, the Company shall be
   obligated (x) to deal only with one entity representing the Participating
   Broker-Dealers, which shall be Banc of America Securities LLC unless it
   elects not to act as such representative, (y) to pay the fees and expenses of
   only one counsel representing the Participating Broker-Dealers, which shall
   be counsel to the Initial Purchasers unless such counsel elects not to so
   act, and (z) to cause to be delivered only one, if any, "cold comfort" letter
   with respect to the Prospectus in the form existing on the last Exchange Date
   and with respect to each subsequent amendment or supplement, if any, effected
   during the period specified in clause (i) above.

     (c) The Initial Purchasers shall have no liability to the Company or any
Holder with respect to any request that it may make pursuant to Section 4(b)
above.

     5. Indemnification and Contribution.

     (a) The Company agrees to indemnify and hold harmless the Initial
Purchasers, each Holder and each Person, if any, who controls any Initial
Purchaser or any Holder within the meaning of either Section 15 of the 1933 Act
or Section 20 of the 1934 Act from and against all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred by the Initial Purchasers, any Holder or any such
controlling Person in connection with defending or investigating any such action
or claim) caused by any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement (or any amendment thereto)
pursuant to which Exchange Securities or Registrable Securities were registered
under the 1933 Act, including all documents incorporated therein by reference,
or caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or caused by any untrue statement or alleged untrue statement of a
material fact contained in any Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto), or caused
by any omission or alleged omission to state therein a material fact necessary
to make the statements therein in light of the circumstances under which they
were made not misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information relating to the Initial
Purchasers or any Holder furnished to the Company in writing through Banc of
America Securities LLC or any selling Holder expressly for use therein. In
connection with any Underwritten Offering permitted by Section 3, the Company
will also indemnify the Underwriters, if any, selling brokers, dealers and
similar securities industry


                                       12

<PAGE>

professionals participating in the distribution, their officers and directors
and each Person who controls such Persons (within the meaning of the 1933 Act
and the 1934 Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any Registration
Statement.

     (b) Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company, the Initial Purchasers and the other selling Holders, and
each of their respective directors, officers who sign the Registration Statement
and each Person, if any, who controls the Company, any Initial Purchaser and any
other selling Holder within the meaning of either Section 15 of the 1933 Act or
Section 20 of the 1934 Act to the same extent as the foregoing indemnity from
the Company to the Initial Purchasers and the Holders, but only with reference
to information relating to such Holder furnished to the Company in writing by
such Holder expressly for use in any Registration Statement (or any amendment
thereto) or any Prospectus (or any amendment or supplement thereto).

     (c) In case any proceeding (including any governmental investigation) shall
be instituted involving any Person in respect of which indemnity may be sought
pursuant to either paragraph (a) or paragraph (b) above, such Person (the
"indemnified party") shall promptly notify the Person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for (a) the fees and expenses of more than one separate
firm (in addition to any local counsel) for the Initial Purchasers and all
Persons, if any, who control any Initial Purchaser within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act, (b) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
the Company, its directors, its officers who sign the Registration Statement and
each Person, if any, who controls the Company within the meaning of either such
Section, and (c) the fees and expenses of more than one separate firm (in
addition to any local counsel) for all Holders and all Persons, if any, who
control any Holders within the meaning of either such Section, and that all such
reasonable fees and expenses shall be reimbursed as they are incurred. In such
case involving the Initial Purchasers and Persons who control the Initial
Purchasers, such firm shall be designated in writing by Banc of America
Securities LLC. In such case involving the Holders and such Persons who control
Holders, such firm shall be designated in writing by the Majority Holders. In
all other cases, such firm shall be designated by the Company. The indemnifying
party shall not be liable for any settlement of any proceeding effected without
its written consent but, if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding


                                       13


<PAGE>

the foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by the second and third sentences of this paragraph,
the indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party for such fees and expenses of counsel in accordance with such
request prior to the date of such settlement. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which such
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

     (d) If the indemnification provided for in paragraph (a) or paragraph (b)
of this Section 5 is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities, then each indemnifying
party under such paragraph, in lieu of indemnifying such indemnified party
thereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party or parties on the one hand and of the indemnified party or parties on the
other hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and the Holders shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or by the Holders
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Holders'
respective obligations to contribute pursuant to this Section 5(d) are several
in proportion to the respective principal amount of Registrable Securities of
such Holder that were registered pursuant to a Registration Statement.

     (e) The Company and each Holder agree that it would not be just or
equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (d) above. The amount paid
or payable by an indemnified party as a result of the losses, claims, damages
and liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 5, no Holder shall be required to contribute any amount in excess of the
amount by which the total price at which Registrable Securities were sold by
such Holder exceeds the amount of any damages that such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 5 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.


                                       14


<PAGE>

     The indemnity and contribution provisions contained in this Section 5 shall
remain operative and in full force and effect regardless of (i) any termination
of this Agreement, (ii) any investigation made by or on behalf of the Initial
Purchasers, any Holder or any Person controlling any Initial Purchaser or any
Holder, or by or on behalf of the Company, its officers or directors or any
Person controlling the Company, (iii) acceptance of any of the Exchange
Securities, and (iv) any sale of Registrable Securities pursuant to a Shelf
Registration Statement.

     6. Miscellaneous.

     (a) No Inconsistent Agreements. The Company has not entered into, and on or
         --------------------------
after the date of this Agreement will not enter into, any agreement which is
inconsistent with the rights granted to the Holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions hereof. The rights
granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's other
issued and outstanding securities under any such agreements.

     (b) Amendments and Waivers. The provisions of this Agreement, including the
         ----------------------
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
unless the Company has obtained the written consent of Holders of at least a
majority in aggregate principal amount of the outstanding Registrable Securities
affected by such amendment, modification, supplement, waiver or consent;
provided, however, that no amendment, modification, supplement, waiver or
consent to any departure from the provisions of Section 5 hereof shall be
effective as against any Holder of Registrable Securities unless consented to in
writing by such Holder.

     (c) Notices. All notices and other communications provided for or permitted
         -------
hereunder shall be made in writing by hand-delivery, registered first-class
mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if
to a Holder, at the most current address given by such Holder to the Company by
means of a notice given in accordance with the provisions of this Section 6(c),
which address initially is, with respect to the Initial Purchasers, the address
set forth in the Purchase Agreement; and (ii) if to the Company, initially at
the Company's address set forth in the Purchase Agreement and thereafter at such
other address, notice of which is given in accordance with the provisions of
this Section 6(c).

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next business day if timely delivered to an air courier guaranteeing
overnight delivery.

     Copies of all such notices, demands, or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

     (d) Successors and Assigns. This Agreement shall inure to the benefit of
         ----------------------
and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that


                                       15


<PAGE>

nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Registrable Securities in violation of the terms of the Purchase
Agreement. If any transferee of any Holder shall acquire Registrable Securities,
in any manner, whether by operation of law or otherwise, such Registrable
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Registrable Securities such Person shall be conclusively
deemed to have agreed to be bound by and to perform all of the terms and
provisions of this Agreement and such Person shall be entitled to receive the
benefits hereof. The Initial Purchasers (in their capacity as Initial
Purchasers) shall have no liability or obligation to the Company with respect to
any failure by a Holder to comply with, or any breach by any Holder of, any of
the obligations of such Holder under this Agreement.

     (e) Third Party Beneficiary. The Holders shall be third party beneficiaries
         -----------------------
to the agreements made hereunder between the Company, on the one hand, and the
Initial Purchasers, on the other hand, and shall have the right to enforce such
agreements directly to the extent it deems such enforcement necessary or
advisable to protect its rights or the rights of Holders hereunder.

     (f) Counterparts. This Agreement may be executed manually or by telecopier
         ------------
in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

     (g) Headings. The headings in this Agreement are for convenience of
         --------
reference only and shall not limit or otherwise affect the meaning hereof.

     (h) Governing Law. This Agreement shall be governed by the laws of the
         -------------
State of New York.

     (i) Severability. In the event that any one or more of the provisions
         ------------
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.


                                       16

<PAGE>




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

                                SILGAN HOLDINGS INC.



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


Confirmed and accepted as of
  the date first above written:

BANC OF AMERICA SECURITIES LLC
DEUTSCHE BANK SECURITIES INC.
MORGAN STANLEY & CO. INCORPORATED

By:  BANC OF AMERICA SECURITIES LLC



By  /s/ Michael Grimes
    -------------------------------
    Name:  Michael Grimes
    Title: Vice President