EXHIBIT 10.19


                             SILGAN HOLDINGS INC.
                        SENIOR EXECUTIVE PERFORMANCE PLAN



     1.   PURPOSE

     The purpose of the Silgan Holdings Inc. Senior  Executive  Performance Plan
is to permit Silgan Holdings Inc. (the  "Company"),  through awards of incentive
compensation  that satisfy the requirements for  performance-based  compensation
under Section 162(m) of the Internal Revenue Code, to attract and retain certain
senior  executives  and to  motivate  these  senior  executives  to promote  the
profitability and growth of the Company.

     2.   DEFINITIONS

     "AWARD" shall mean the amount granted to a Participant by the Committee for
a Performance Period,  provided that the amount of the Award for any Participant
for a  Performance  Period shall in no event  exceed the Maximum  Award for such
Performance Period.

     "BOARD" shall mean the Board of Directors of the Company.

     "CODE" shall mean the Internal Revenue Code of 1986, as amended. References
to the Code shall be deemed to include  references  to the  applicable  Treasury
Regulations promulgated thereunder.

     "COMMITTEE"  shall  mean the  Compensation  Committee  of the  Board or any
subcommittee  thereof  comprised  solely  of  "outside  directors"  meeting  the
requirements of Section 162(m)(4)(C) of the Code.

     "DISABILITY"  shall mean the  inability  of the  Participant,  by reason of
illness or injury,  to perform  substantially  all of his duties as an Executive
during any continuous period of 180 days.

     "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.

     "EXECUTIVE"  shall mean each of R. Philip Silver and D. Greg Horrigan,  the
current Co-Chief Executive Officers of the Company.

     "MAXIMUM AWARD" shall mean, for the Performance Period beginning on January
1, 2003, $1,621,060,  and for each Performance Period thereafter an amount equal
to 103% of the Maximum Award for the immediately preceding Performance Period.

     "PARTICIPANT"  shall mean, for each Performance  Period, each Executive who
is a "covered  employee"  (as  defined  in Section  162(m) of the Code) for that
Performance Period.

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     "PERFORMANCE  GOAL" shall mean, for any  Performance  Period,  the criteria
selected by the Committee to measure the  performance of the Company during such
Performance Period from one or more of the following:

     (i) net income;

     (ii) earnings per share;

     (iii) income from operations;

     (iv)  earnings  before  interest  expense and  provision  for income  taxes
     (EBIT);

     (v)  earnings  before  interest   expense,   provision  for  income  taxes,
     depreciation and amortization expenses (EBITDA);

     (vi) economic value added;

     (vii) return on net assets;

     (vii) return on total assets;

     (viii) free cash flow from operations;

     (ix) return on invested capital;

     (x) return on stockholders' equity;

     (xi) expense reduction;

     (xii) working capital;

     (xiii) total shareholder return; and

     (xiv) stock price performance of the Company's common stock.

The  Committee  may elect to exclude in  calculating  any  Performance  Goal (i)
unusual  gains and unusual  losses,  (ii) the amount of all charges and expenses
incurred or income earned in  connection  with any  refinancing,  restructuring,
rationalization,  recapitalization  or reorganization  involving the Company and
its  subsidiaries,  (iii) the  cumulative  effects of accounting  changes,  (iv)
discontinued operations, and (v) businesses,  units, divisions,  subsidiaries or
other entities sold or acquired.

     "PERFORMANCE GOAL TARGETS" shall mean, for any Performance Goal, the levels
of  performance   during  a  Performance  Period  under  such  Performance  Goal
established by the Committee to determine a  Participant's  Award and the manner
of  calculating  the  amount  of  an  Award  for a  Participant  based  on  such
Performance Goal(s) and Performance Goal Targets.

     "PERFORMANCE PERIOD" shall mean the Company's fiscal year.


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     "PLAN" shall mean this Silgan  Holdings Inc. Senior  Executive  Performance
Plan, as amended from time to time.

     3.   ADMINISTRATION

     The Plan shall be  administered  by the  Committee,  which  shall have full
authority to interpret the Plan, to establish rules and regulations  relating to
the  operation of the Plan,  to determine  the amounts of any Awards and to make
all  determinations  and take all other actions necessary or appropriate for the
proper administration of the Plan. Before any payments for Awards are made under
the Plan for any Performance Period, the Committee shall certify in writing, for
such  Performance  Period,  the  Performance  Goal  Target or Targets  (or level
thereof)  met and the  amount  of the Award  payable  to each  Participant.  The
Committee's  interpretation  of the Plan, and all actions taken within the scope
of its authority,  shall be final and binding on the Company,  its stockholders,
Participants,  Executives, former Executives and their respective successors and
assigns.  No member of the  Committee  shall be eligible to  participate  in the
Plan.

     4.   DETERMINATION OF AWARDS

     (a)  Not later than 90 days after each  Performance  Period  commences  and
prior to the  elapsing  of 25 percent of the  Performance  Period (or such later
time as may be permitted by applicable  provisions  of the Code),  the Committee
shall establish in writing for each Participant for such Performance  Period one
or  more  Performance  Goals  and,  for  each  Performance  Goal,  one  or  more
Performance  Goal  Targets and the method by which  achievement  thereof will be
measured.

     (b)  Following the end of each  Performance  Period,  the  Committee  shall
certify in writing the extent to which the Performance  Goal Targets required by
Section 4(a) have been met. If such  Performance Goal Targets have been met, the
Committee  shall grant to the  Participant an Award,  which shall not exceed the
Maximum Award and shall be calculated as established  by the Committee  pursuant
to Section 4(a).

     (c)  Subject  to this  Section  4(c),  no  Award  shall be  payable  to any
Participant  who is not  an  employee  of the  Company  on the  last  day of the
Performance Period to which such Award relates.  In the event that a Participant
terminates  employment  because  of  death,   Disability  or  retirement,   such
Participant (or in the event of death, the  Participant's  estate or beneficiary
designated  under rules  prescribed by the  Committee)  shall be paid a pro rata
portion  of the  Participant's  Award  that  would  otherwise  be  payable  upon
achievement  of the  Performance  Goal  Target or  Targets  had the  Participant
continued  employment  until the end of the  Performance  Period.  Such pro rata
Award shall not be paid until after the end of the  Performance  Period to which
such Award relates.

     5.   PAYMENT OF AWARDS

     Each Participant shall be eligible to receive, as soon as practicable after
the  amount  of such  Participant's  Award  for a  Performance  Period  has been
determined,  payment of that Award. Awards shall be paid in cash. Payment of the
Award may be deferred in accordance  with a written  election by the Participant
pursuant to procedures established by the Committee.


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     6.   AMENDMENTS

     The  Committee  may  amend  the Plan at any  time  and  from  time to time,
provided that any such  amendment  shall have been  unanimously  approved by all
members of the Committee and provided  further that no such amendment that would
require  the  consent of the  stockholders  of the  Company  pursuant to Section
162(m) of the Code or the Exchange  Act, or any other  applicable  law,  rule or
regulation,  shall be effective  without such consent.  No such amendment  which
adversely  affects a  Participant's  rights to, or interest in, an Award granted
prior to the date of the  amendment  shall be effective  unless the  Participant
shall have agreed thereto in writing.

     7.   TERMINATION

     The Committee may terminate  this Plan at any time,  provided that any such
termination  shall  have  been  unanimously  approved  by  all  members  of  the
Committee.  In such event, and notwithstanding any provisions of the Plan to the
contrary,  payment of deferred amounts plus any earnings may be accelerated with
respect to any affected  Participant in the discretion of the Committee and paid
as soon as  practicable;  but in no  event  shall  the  termination  of the Plan
adversely  affect the rights of any Participant to deferred  amounts  previously
awarded such Participant, plus any earnings thereon.

     8.   OTHER PROVISIONS

     (a)  Neither  the  establishment  of  this  Plan,  nor  any  action   taken
hereunder,  shall be construed as giving any  Executive any right to be retained
in the employ of the  Company.  Nothing  contained  in this Plan shall limit the
ability of the Company to make payments or awards to Executives  under any other
plan, agreement or arrangement.

     (b) The rights and benefits of a Participant  hereunder are personal to the
Participant and, except for payments made following a Participant's death, shall
not be subject to any voluntary or involuntary alienation,  assignment,  pledge,
transfer, encumbrance, attachment, garnishment or other disposition.

     (c)  Awards  under  this Plan  shall not  constitute  compensation  for the
purpose of  determining  participation  or benefits  under any other plan of the
Company unless specifically included as compensation in such plan.

     (d) The Company shall have the right to deduct from Awards any taxes or
other amounts required to be withheld by law.

     (e) All questions pertaining to the construction,  regulation, validity and
effect of the provisions of the Plan shall be determined in accordance  with the
laws of the State of Delaware  without  regard to its  principles of conflict of
laws.

     (f) If any  provision  of this Plan would  cause  Awards not to  constitute
"qualified  performance-based  compensation"  under Section  162(m) of the Code,
that  provision  shall be severed from, and shall be deemed not to be a part of,
the Plan, but the other provisions hereof shall remain in full force and effect.


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     (g) No member of the  Committee or the Board,  and no officer,  employee or
agent of the Company shall be liable for any act or action hereunder, whether of
commission or omission,  taken by any other member, or by any officer,  agent or
employee, or, except in circumstances  involving bad faith, for anything done or
omitted to be done in the administration of the Plan.

     9.   EFFECTIVE DATE

     The Plan shall be effective  as of January 1, 2003,  subject to approval by
the stockholders of the Company in accordance with Section 162(m) of the Code.
































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