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                                                                     EXHIBIT 4.5

                                                                   Draft 8/24/01

                   AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
                   -------------------------------------------

     This Amended and Restated Stockholders Agreement (this "Agreement") is made
and entered into as of the ___day of September, 2001 by and among R. PHILIP
SILVER ("Silver"), D. GREG HORRIGAN ("Horrigan") and SILGAN HOLDINGS INC., a
Delaware corporation (the "Company").

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

     WHEREAS, Silver and Horrigan are parties to that certain Stockholders
Agreement dated as of February 14, 1997 (the "Principals Stockholders
Agreement"), by and among Silver, Horrigan and The Morgan Stanley Leveraged
Equity Fund II, L.P., a Delaware limited partnership ("MS Equity"); and

     WHEREAS, the parties hereto, including the Company, with the acknowledgment
and consent of MS Equity, believing it to be in their respective best interests,
desire to amend and restate the Principals Stockholders Agreement by entering
into this Agreement with respect to certain matters involving the Company.

     NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows.

                                    ARTICLE I

                                   DEFINITIONS
                                   -----------

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


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     "Affiliate" shall have the meaning ascribed to such term in Rule 12b-2 of
      ---------
the General Rules and Regulations promulgated under the Securities Exchange Act
of 1934 as in effect on the date of this Agreement.

     "Common Stock" shall mean shares of the Company's common stock, par value
      ------------
$.01 per share.

     "Estate" shall mean any and all assets left by a decedent and any executor,
      ------
administrator or legal representative charged with the administration of such
assets.

     "Family Transferees" shall mean the spouse, children or grandchildren of,
      ------------------
or any trust for the benefit of the spouse, children or grandchildren of, Silver
or Horrigan.

     "Group" shall mean, collectively, Silver and Horrigan and their respective
      -----
Affiliates and related Family Transferees and Estates (Silver and his
Affiliates, Family Transferees and Estate deemed to be collectively one member
of the Group and Horrigan and his Affiliates, Family Transferees and Estate
deemed to be collectively one member of the Group).

                                   ARTICLE II

                           DIRECTOR NOMINATION RIGHTS

     2.1  Nomination of Directors.
          -----------------------

     (a) Until such time that the Group holds less than one-half of the number
of shares of Common Stock held by it in the aggregate on February 14, 1997(as
adjusted, if necessary, to take into account any stock dividend, stock split,
combination of shares, subdivision or recapitalization of the capital stock of
the Company), the Group shall have the right to nominate for election (i) two
(2) individuals as members of the Board of Directors of the Company, and upon
such nomination by the Group such nominees shall stand for election to the
Company's Board of Directors in accordance with the Company's certificate of
incorporation; provided, however, that at least one (1) of such nominees shall
               --------  -------
be Silver or Horrigan, and (ii) all


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other directors of the Company other than the individuals nominated pursuant to
Section 2.1(a)(i) above and the individual, if any, to be nominated by MS Equity
pursuant to the letter agreement dated of even date herewith between MS Equity
and the Company, and upon such nomination by the Group such additional nominees
shall stand for election to the Company's Board of Directors in accordance with
the Company's certificate of incorporation.

     (b) From and after the time that the Group holds less than one-half of the
number of shares of Common Stock held by it on February 14, 1997 (as adjusted,
if necessary, to take into account any stock dividend, stock split, combination
of shares, subdivision or recapitalization of the capital stock of the Company)
and until such time that the Group holds less than five percent (5%) of the
outstanding Common Stock (determined in accordance with Rule 13d-3 of the
General Rules and Regulations promulgated under the Securities Exchange Act of
1934 as in effect on the date of this Agreement), the Group shall have the right
to nominate for election a total of one (1) individual as a member of the Board
of Directors of the Company, and upon such nomination by the Group such nominee
shall stand for election to the Company's Board of Directors in accordance with
the Company's certificate of incorporation; provided, however, that such nominee
                                            --------  -------
shall be Silver or Horrigan.

                                   ARTICLE III

                            MISCELLANEOUS PROVISIONS
                            ------------------------

     3.1 Effectiveness. This Agreement shall become effective only upon the
         -------------
consummation no later than September 30, 2001 of a secondary public offering of
at least 4,100,000 shares of Common Stock owned by MS Equity and shall have no
force or effect until such time.


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     3.2 Due Authorization. Each of the parties to this Agreement represents
         -----------------
that this Agreement has been duly authorized, executed and delivered by such
party and constitutes the legal, valid and binding obligation of such party
enforceable against it in accordance with its terms.

     3.3 Equitable Relief for Breach of Agreement. Without limiting the remedies
         ----------------------------------------
available to any of the parties hereto, each of the parties hereto stipulates
and agrees that damages at law will be an insufficient remedy in the event that
any party violates the terms of this Agreement, and each of the parties hereto
further agrees that each of the other parties hereto may apply for and have
injunctive or other equitable relief in any court of competent jurisdiction to
restrain the breach or threatened breach of, or otherwise specifically to
enforce, the terms of this Agreement.

     3.4 Actions by the Company. The Company hereby agrees to take, or cause to
         ----------------------
be taken, all reasonable actions and to do, or cause to be done, all reasonable
things necessary to give effect to the rights of the Group hereunder.

     3.5 Entire Agreement; Amendments. This Agreement contains the entire
         ----------------------------
understanding of the parties hereto with respect to the subject matter hereof
and supersedes and replaces in its entirety the Principals Stockholders
Agreement. None of the parties to the Principals Stockholders Agreement,
including MS Equity, shall have any further rights or obligations thereunder.
This Agreement may not be amended, modified or revoked in whole or in part
except by written instrument executed by the parties hereto.

     3.6 Waiver. No waivers of any breach or other term or condition of this
         ------
Agreement extended by any party hereto to any other party shall be construed as
a waiver of any


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rights or remedies with respect to any subsequent breach or with respect to any
other term or condition.

     3.7 Headings. The headings and subheadings in this Agreement are inserted
         --------
for convenience of reference only and are not to be considered in construction
of the provisions hereof.

     3.8 Unenforceable Provisions. The provisions of this Agreement shall be
         ------------------------
applied and interpreted in a manner consistent with each other so as to carry
out the purposes and intent of the parties hereto, but if for any reason any
provision hereof is determined to be unenforceable or invalid, such provision or
such part thereof as may be unenforceable or invalid shall be deemed
automatically amended to the extent necessary to make such provision or such
part thereof valid and enforceable, and the remaining provisions shall remain in
full force and effect.

     3.9 Counterparts. This Agreement may be executed in any number of
         ------------
counterparts, each of which when so executed shall be deemed an original, but
all of which, taken together, shall constitute one and the same agreement.

     3.10 Governing Law. This Agreement shall be governed by and construed in
          -------------
accordance with the laws of the State of Delaware, without giving effect to any
principles of conflicts of law.

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

                                        SILGAN HOLDINGS INC.


                                        By: ____________________________
                                            Name:
                                            Title:



                                        -------------------------------
                                        R. Philip Silver

                                        ---------------------------------
                                        D. Greg Horrigan

Acknowledged and consented to as of this __ day of September, 2001

THE MORGAN STANLEY LEVERAGED EQUITY FUND II, L.P.

By: Morgan Stanley Leveraged Equity Fund II, Inc. (General Partner)


         By: _________________________________
             Name:
             Title:


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