Exhibit 10.1


                  SECOND AMENDMENT TO THE SILGAN HOLDINGS INC.

                            2004 STOCK INCENTIVE PLAN

          The Silgan  Holdings Inc. 2004 Stock Incentive Plan, as amended by the
     Amendment to the 2004 Stock  Incentive Plan effective as of March 15, 2005,
     (the "Plan") is hereby amended,  effective as of April 9, 2009, to increase
     the  number of  shares  that may be issued  under the Plan,  to extend  the
     duration of the Plan and to make certain  technical  changes to the Plan to
     reflect  compliance  with Sections 409A and 162(m) of the Internal  Revenue
     Code of 1986, as amended (the "Code").

     1. The  definition  of  "Change  in  Control"  in  Section 2 of the Plan is
amended to add the following new paragraph to the end thereof:

     Notwithstanding the foregoing, to the extent necessary to avoid the adverse
     tax  consequences  under Code Section  409A, a Change in Control shall mean
     any of the  foregoing  events  but only to the  extent  it also  meets  the
     requirements  of an event  qualifying  as a change  in  control  event  for
     purposes of Section 409A of the Code.

     2. The  definition of  "Disability"  in Section 2 of the Plan is amended to
add the following language to the end thereof:

     Notwithstanding the foregoing, to the extent necessary to avoid the adverse
     tax  consequences  under Code Section 409A, a Disability  shall mean any of
     the  foregoing  events,  as  applicable,  for  an  Employee  or an  Outside
     Director,  but only to the  extent  it also  meets  the  requirements  of a
     disability for purposes of Section 409A of the Code.

     3. Section 5(a) of the Plan is amended to read in its entirety as follows:

     (a) Basic Limitation. Shares offered under the Plan shall be authorized but
     unissued Shares or treasury Shares.  The maximum aggregate number of Shares
     that  may  be  issued  in  connection  with  Options,  SARs,  Stock  Units,
     Restricted Shares and Performance Awards under the Plan after April 9, 2009
     ("Effective  Date")  shall  be  517,420,  which  is the  number  of  Shares
     authorized and available for issuance or grant as Awards  immediately prior
     to the Effective Date, plus an additional 1,500,000 Shares, so that a total
     of 2,017,420 Shares are authorized under the Plan as of the Effective Date.
     The limitation of this Section 5(a) shall be subject to adjustment pursuant
     to Section 17.

     4. Section 8(e) of the Plan is amended to add the  following  new paragraph
to the end thereof:

     Notwithstanding  anything  herein  to the  contrary,  in no event  shall an
     extension of an Option term occur to the extent that such  extension  would
     result in the adverse tax consequences under Code Section 409A.



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     5. Section 8(h) of the Plan is amended to read in its entirety as follows:

     (h)  Prohibition on Repricing.  The Committee shall not reduce the Exercise
     Price of an Option  (except for  adjustments  permitted  by Section 17), or
     cancel  and  replace  an  existing  Option  with an  Option  having a lower
     Exercise Price,  without first obtaining approval for such actions from the
     Company's  stockholders or to the extent such repricing or cancellation and
     replacement would result in the adverse tax consequences under Code Section
     409A.

     6. Section  10(d) of the Plan is amended to add the  following  language to
the end thereof:

     Notwithstanding  anything  herein  to the  contrary,  in no event  shall an
     extension  of a SAR term  occur to the  extent  that such  extension  would
     result in the adverse tax consequences under Code Section 409A.

     7. Section 10(g) of the Plan is amended in its entirety to read as follows:

     (g)  Prohibition on Repricing.  The Committee shall not reduce the Exercise
     Price of a SAR (except for adjustments  permitted by Section 17), or cancel
     and  replace  an  existing  SAR with a SAR having a lower  Exercise  Price,
     without  first  obtaining  approval  for such  actions  from the  Company's
     stockholders  or  to  the  extent  such  repricing  or   cancellation   and
     replacement would result in the adverse tax consequences under Code Section
     409A.

     8. Section  11(c) of the Plan is amended to add the  following  language to
the end thereof:

     Notwithstanding  anything herein to the contrary, the Award Agreement shall
     govern the treatment of an Award upon a Change in Control, which may differ
     from the  provisions  herein,  and any such provision for Change in Control
     shall be in a manner  consistent with the provisions of Section 409A of the
     Code.

     9. Section  12(e) of the Plan is amended to add the  following  language to
the end thereof:

     Notwithstanding  anything herein to the contrary, the Award Agreement shall
     govern the treatment of an Award upon a Change in Control, which may differ
     from the  provisions  herein,  and any such provision for Change in Control
     shall be in a manner  consistent with the provisions of Section 409A of the
     Code.

     10.  Section 12(h) of the Plan is amended to add the following  language to
the end thereof:

     Notwithstanding  anything in the Plan to the contrary,  including,  without
     limitation,  anything  contained  in  Sections 6, 11, 12 or 17, in no event
     shall a 162(m)  Employee  receive a payment under an Award intended to meet
     the requirements of performance-based  compensation for


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     purposes of Section  162(m) of the Code unless the  applicable  Performance
     Criteria  have been met (except as may be  permitted  under the Plan and an
     Award upon death,  disability or change of ownership or control in a manner
     consistent with the  regulations  under Section 162(m) of the Code), to the
     extent required to meet the requirements of Section 162(m) of the Code.

     11.  Section 17(a) of the Plan is amended to add the following  language to
the end thereof:

     No  adjustment  shall be made with  respect  to Awards  to the  extent  the
     adjustment  would  result in adverse tax  consequences  under Code  Section
     409A.

     12.  Section 18(c) of the Plan is amended to add the following  language to
the end thereof:

     Notwithstanding  anything herein to the contrary, the Award Agreement shall
     govern the treatment of an Award upon a Change in Control, which may differ
     from the  provisions  herein,  and any such provision for Change in Control
     shall be in a manner  consistent with the provisions of Section 409A of the
     Code.

     13.  Section 18(e) of the Plan is amended to add the following  language to
the end thereof:

     Notwithstanding  anything in the Plan or any Award to the contrary,  to the
     extent necessary to avoid the adverse tax  consequences  under Code Section
     409A,  in the event that a  Participant  is  determined  to be a  specified
     employee in accordance  with Code Section  409A,  and the  regulations  and
     other  guidance  issued   thereunder  for  purposes  of  any  payment  upon
     separation  from  service,  such  payments  shall  be  made  or  begin,  as
     applicable,  on the  first day of the  first  month  which is more than six
     months following the date of separation from service.

     14. Section 27(a) of the Plan is amended to read as follows:

     (a) Term of the  Plan.  The  Plan,  as set forth  herein,  shall  terminate
     automatically  on May 27, 2016,  and may be  terminated on any earlier date
     pursuant to subsection (b) below.