EXHIBIT 10.22















                              SILGAN HOLDINGS INC.

                            2004 STOCK INCENTIVE PLAN




       (Adopted by the Board of Directors effective as of April 12, 2004)



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                                TABLE OF CONTENTS
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SECTION 1.  ESTABLISHMENT AND PURPOSE....................................1

SECTION 2.  DEFINITIONS..................................................1

     "162(m) Employee"...................................................1

     "Affiliate".........................................................1

     "Award".............................................................1

     "Award Agreement"...................................................1

     "Board of Directors"................................................1

     "Cause".............................................................1

     "Change in Control".................................................1

     "Code"..............................................................3

     "Committee".........................................................3

     "Company"...........................................................3

     "Disability"........................................................3

     "Employee"..........................................................3

     "Exchange Act"......................................................3

     "Exercise Price"....................................................3

     "Fair Market Value".................................................3

     "Key Employee"......................................................3

     "Maximum Amount"....................................................3

     "Option"............................................................3

     "Outside Director"..................................................3

     "Parent"............................................................4

     "Participant".......................................................4

     "Performance Award".................................................4

     "Performance Criteria"..............................................4

     "Performance Cycle".................................................4

     "Plan"..............................................................4

     "Prior Plans".......................................................4

     "Purchase Price"....................................................4

     "Restricted Share"..................................................4


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     "Restricted Stock Unit".............................................4

     "Retirement"........................................................4

     "SAR"...............................................................4

     "Service"...........................................................4

     "Share".............................................................4

     "Stock".............................................................5

     "Stock Unit"........................................................5

     "Subsidiary"........................................................5

SECTION 3.  ADMINISTRATION...............................................5

     (a) Committee Composition...........................................5

     (b) Committee Procedures............................................5

     (c) Committee Responsibilities......................................5

     (d) Delegation......................................................7

SECTION 4.  ELIGIBILITY..................................................7

SECTION 5.  STOCK SUBJECT TO PLAN........................................7

     (a) Basic Limitation................................................7

     (b) Application of Limitation.......................................7

     (c) Dividends and Dividend Equivalents..............................8

     (d) Limits on Individual Grants.....................................8

SECTION 6.  RESTRICTED SHARES............................................8

     (a) Award Agreement.................................................8

     (b) Payment for Awards..............................................8

     (c) Vesting.........................................................8

     (d) Voting and Dividend Rights......................................9

SECTION 7.  OTHER TERMS AND CONDITIONS OF AWARDS OR SALES................9

     (a) Duration of Offers and Nontransferability of Rights.............9

     (b) Withholding Taxes...............................................9

SECTION 8.  TERMS AND CONDITIONS OF OPTIONS..............................9

     (a) Award Agreement.................................................9

     (b) Exercise Price..................................................9

     (c) Withholding Taxes..............................................10

     (d) Exercisability.................................................10

     (e) Term of the Option.............................................10


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     (f) Effect of Change in Control....................................11

     (g) No Rights as a Stockholder.....................................11

     (h) Prohibition on Repricing.......................................11

SECTION 9.  PAYMENT FOR SHARES..........................................11

     (a) General Rule...................................................11

     (b) Surrender of Stock.............................................11

     (c) Cashless Exercise..............................................12

SECTION 10.  STOCK APPRECIATION RIGHTS..................................12

     (a) Award Agreement................................................12

     (b) Exercise Price.................................................12

     (c) Exercisability.................................................12

     (d) Term of SAR....................................................12

     (e) Effect of Change in Control....................................13

     (f) Exercise of SARs...............................................13

     (g) Prohibition on Repricing.......................................14

SECTION 11.  RESTRICTED STOCK UNITS.....................................14

     (a) Award Agreement................................................14

     (b) Payment for Awards.............................................14

     (c) Vesting Conditions.............................................14

     (d) Voting and Dividend Rights.....................................14

     (e) Settlement of Stock Units......................................15

     (f) Creditors' Rights..............................................15

SECTION 12.  PERFORMANCE AWARDS.........................................15

     (a) Award Agreement................................................15

     (b) Eligibility....................................................15

     (c) Performance Cycle..............................................15

     (d) Earn-Out.......................................................15

     (e) Vesting........................................................16

     (f) Settlement of Performance Awards...............................16

     (g) Dividend Equivalents...........................................16

     (h) Section 162(m) of the Code.....................................16

SECTION 13.  LEAVES OF ABSENCE..........................................17

SECTION 14.  TERMINATION FOR CAUSE......................................17


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SECTION 15.  DIRECTOR AWARDS............................................17

     (a) Annual Grant...................................................17

     (b) Vesting........................................................17

     (c) Option Term....................................................17

SECTION 16.  DEATH OF RECIPIENT.........................................18

SECTION 17.  ADJUSTMENT OF SHARES.......................................18

     (a) Adjustments....................................................18

     (b) Dissolution or Liquidation.....................................19

     (c) Reorganizations................................................19

     (d) Reservation of Rights..........................................19

SECTION 18.  DEFERRAL OF AWARDS.........................................20

     (a) Deferral Forms.................................................20

     (b) Deferral Conditions............................................20

     (c) Effect of a Change in Control..................................20

     (d) Voting and Dividend Rights.....................................20

SECTION 19.  FRACTIONAL SHARES..........................................21

SECTION 20.  AWARDS UNDER OTHER PLANS...................................21

SECTION 21.  NONTRANSFERABILITY OF AWARD................................21

SECTION 22.  LEGAL AND REGULATORY REQUIREMENTS..........................21

SECTION 23.  WITHHOLDING TAXES..........................................22

     (a) General........................................................22

     (b) Method of Satisfying Withholding Obligations...................22

SECTION 24.  NO EMPLOYMENT RIGHTS.......................................22

SECTION 25.  NO SEGREGATION OF ASSETS...................................22

SECTION 26.  EFFECT ON OTHER PLANS......................................22

SECTION 27.  DURATION AND AMENDMENTS....................................22

     (a) Term of the Plan...............................................22

     (b) Right to Amend or Terminate the Plan...........................22

     (c) Effect of Amendment or Termination.............................23

SECTION 28.  CHOICE OF LAW..............................................23

SECTION 29.  SEVERABILITY...............................................23

SECTION 30.  EXECUTION..................................................23


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                              SILGAN HOLDINGS INC.

                            2004 STOCK INCENTIVE PLAN



SECTION 1.  ESTABLISHMENT AND PURPOSE.

     The Plan was adopted by the Board of  Directors  effective  as of April 12,
2004. The purpose of the Plan is to promote the long-term success of the Company
and the creation of stockholder  value by (a)  encouraging  officers,  other Key
Employees and Outside Directors to focus on critical long-range objectives,  (b)
encouraging  the attraction  and retention of officers,  other Key Employees and
Outside  Directors with  exceptional  qualifications  and (c) linking  officers,
other Key  Employees and Outside  Directors  directly to  stockholder  interests
through  increased  stock  ownership.  The Plan seeks to achieve this purpose by
providing  for Awards in the form of Restricted  Shares,  Options,  SARs,  Stock
Units and/or  Performance  Awards.  Any Awards  granted  under the Plan shall be
contingent on the approval of the Plan by the Company's  stockholders.  If their
approval is not obtained,  the Plan will have no effect,  and any Awards granted
under the Plan shall be rescinded.

SECTION 2.  DEFINITIONS.

     "162(m) Employee" shall mean an Employee who is a "covered employee" within
the meaning of Section 162(m)(3) of the Code.

     "Affiliate"  shall mean any entity other than a Subsidiary,  if the Company
and/or one of more Subsidiaries own less than 50% of such entity.

     "Award" shall mean any award of a Restricted  Share, an Option,  a SAR or a
Stock Unit or a Performance Award under the Plan.

     "Award  Agreement"  shall mean the  agreement  between  the Company and the
recipient of an Award,  which contains the terms,  conditions  and  restrictions
pertaining to such Award.

     "Board of Directors"  shall mean the Board of Directors of the Company,  as
constituted from time to time.

     "Cause"  shall  have the  definition  given to such term in the  Employee's
employment  agreement  if the  Employee  has  such  an  agreement  containing  a
definition of "Cause". If the Employee does not have such an agreement,  "Cause"
shall mean gross  misconduct or willful and material breach of the  individual's
duties as an Employee, as determined by the Committee in its sole discretion.

     "Change in  Control"  shall  mean the  occurrence  of any of the  following
events:

          (i) an  acquisition  by any  individual,  entity or group  (within the
     meaning of Section  13(d)(3) or 14(d)(2) of the Exchange  Act) (a "Person")
     of beneficial ownership (within the meaning of Rule 13d-3 promulgated under
     the Exchange Act) of 50% or more



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     of either (A) the  combined  voting  power of the then  outstanding  voting
     securities  of the Company  entitled to vote  generally  in the election of
     directors (the  "Outstanding  Company Voting  Securities")  or (B) the then
     outstanding shares of common stock of the Company (the "Outstanding Company
     Common  Stock");  excluding,  however,  the following:  (i) any acquisition
     directly  from the  Company,  other  than an  acquisition  by virtue of the
     exercise of a conversion privilege,  unless the security being so converted
     was itself directly acquired from the Company,  (ii) any acquisition by the
     Company,  (iii) any  acquisition  by an employee  benefit  plan (or related
     trust)  sponsored or maintained by the Company or any entity  controlled by
     the  Company,  or (iv)  any  acquisition  pursuant  to a  transaction  that
     complies with clauses (A) and (B) of paragraph (iii) of this definition; or

          (ii) a change in the  composition  of the Board of Directors such that
     the individuals  who, as of the effective date of the Plan,  constitute the
     Board of Directors (such Board of Directors  shall be hereinafter  referred
     to as the "Incumbent  Board") cease for any reason to constitute two thirds
     of the  Board  of  Directors;  provided,  however,  for  purposes  of  this
     paragraph,  that  any  individual  (i) who was  nominated  to the  Board of
     Directors in accordance with the procedures  described in the  Stockholders
     Agreement  between R. Philip  Silver and D. Greg  Horrigan and the Board of
     Directors,  dated as of February 14, 1997, as that agreement may be amended
     from time to time, or (ii) whose election or nomination for election by the
     Company's  stockholders  was  approved  by a vote of a  majority  of  those
     individuals  who are  members of the Board of  Directors  and who were also
     members  of the  Incumbent  Board (or  deemed to be such  pursuant  to this
     proviso) shall be considered as though such  individual was a member of the
     Incumbent  Board;  but,  provided  further,  that any such individual whose
     initial assumption of office occurs as a result of any actual or threatened
     solicitation  of proxies or consents by or on behalf of a Person other than
     the  Board of  Directors  shall  not be so  considered  as a member  of the
     Incumbent Board; or


          (iii) consummation of a reorganization,  merger, consolidation or sale
     or other  disposition  of all or  substantially  all of the  assets  of the
     Company ("Corporate  Transaction");  excluding,  however,  such a Corporate
     Transaction  pursuant  to  which  (A)  all  or  substantially  all  of  the
     individuals  and  entities  who are  beneficial  owners of the  Outstanding
     Company   Voting   Securities   and   Outstanding   Company  Common  Stock,
     respectively,   immediately  prior  to  such  Corporate  Transaction  shall
     beneficially own, directly or indirectly,  more than 50% of,  respectively,
     the  combined  voting  power  of the  then  outstanding  voting  securities
     entitled to vote generally in the election of directors or the  outstanding
     shares of common stock,  as the case may be, of the  corporation  resulting
     from  such  Corporate  Transaction   (including,   without  limitation,   a
     corporation  that as the result of such transaction owns the Company or all
     or substantially all of the Company's assets either directly or through one
     or more  subsidiaries)  in  substantially  the  same  proportions  as their
     ownership   immediately   prior  to  such  Corporate   Transaction  of  the
     Outstanding  Company Voting Securities or Outstanding Company Common Stock,
     as the case may be, and (B)  individuals  who were members of the Incumbent
     Board shall  constitute  at least a majority of the members of the board of
     directors of the corporation resulting from such Corporate Transaction.



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     "Code" shall mean the Internal Revenue Code of 1986, as amended.

     "Committee" shall mean the committee  designated by the Board of Directors,
which is authorized to administer the Plan, as described in Section 3 hereof.

     "Company" shall mean Silgan Holdings Inc., a Delaware corporation.

     "Disability"  shall mean a condition  entitling  an  Employee to  long-term
disability  benefits under a long-term  disability plan sponsored by the Company
or a Parent or Subsidiary of the Company, or under the U.S. Social Security Act.
For  Outside  Directors,  "Disability"  shall  mean the  inability  by reason of
illness or injury to  perform  substantially  all duties as an Outside  Director
during any continuous period of 180 days.

     "Employee"  shall mean any  individual  who is classified as an employee on
the payroll records of the Company, a Parent or a Subsidiary.

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

     "Exercise Price" shall mean, in the case of an Option, the amount for which
one Common Share may be purchased upon exercise of such Option,  as specified in
the applicable  Award Agreement.  "Exercise  Price," in the case of a SAR, shall
mean an  amount,  as  specified  in the  applicable  Award  Agreement,  which is
subtracted  from the Fair Market  Value of one Common Share in  determining  the
amount payable upon exercise of such SAR.

     "Fair Market Value" with respect to a Share, shall mean, for any particular
determination  date,  (i) if the  Stock  is  listed  or  admitted  to trade on a
national securities  exchange,  the average of the high and low sales prices for
the  Stock  on  such  date  on the  composite  tape  of the  principal  national
securities  exchange on which the Stock is so listed or admitted to trade,  (ii)
if the  Stock is not  listed  or  admitted  to trade  on a  national  securities
exchange,  the  average  of the high and low sales  prices for the Stock on such
date as  furnished by the  National  Association  of  Securities  Dealers,  Inc.
through NASDAQ (or a similar  organization if NASDAQ is no longer reporting such
information),  or (iii) if the  Stock is not  listed or  admitted  to trade on a
national  securities  exchange  and if sales  prices  for the  Stock  are not so
furnished through NASDAQ or a similar organization, the fair market value of the
Stock on such date as  determined  in good faith by the  Committee,  taking into
consideration, among other things, recent sales of the Stock.

     "Key Employee" means any Employee (including any officer) who is designated
by the Committee as eligible to receive Awards under the Plan.

     "Maximum  Amount" shall mean the maximum amount of Performance  Awards that
can be earned if the  Performance  Criteria are satisfied,  as determined by the
Committee.

     "Option" shall mean a nonstatutory  stock option granted under Section 8 of
the Plan and entitling the holder to purchase Shares.

     "Outside Director" shall mean a member of the Board of Directors who is not
an  Employee of the  Company,  a Parent or a  Subsidiary.  Service as an Outside
Director shall be considered Service for all purposes of the Plan.



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     "Parent" shall mean any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, if each of the corporations other
than the Company owns stock  possessing 50% or more of the total combined voting
power of all classes of stock in one of the other  corporations in such chain. A
corporation  that attains the status of a Parent on a date after the adoption of
the Plan shall be a Parent commencing as of such date.

     "Participant" shall mean an individual or estate who holds an Award.

     "Performance  Award" shall mean an Award  granted  under  Section 12 of the
Plan.

     "Performance  Criteria" shall mean, with respect to any Performance  Award,
the  business  criteria  selected  by the  Committee  to  measure  the  level of
performance  of the Company  during the  Performance  Cycle.  The  Committee may
select  as  the  Performance  Criteria  for  a  Performance  Cycle  any  one  or
combination  of the measures  set forth on Exhibit A. Any such  amendment of the
Performance  Criteria  shall have no effect on Awards granted before the date of
such amendment.

     "Performance  Cycle" shall mean, with respect to any Award that vests based
on Performance Measures,  the period of 12 months or longer over which the level
of  performance  will be assessed.  The first  Performance  Cycle under the Plan
shall begin on such date as is set by the Committee,  in its discretion,  but in
no event earlier than January 1, 2004,  provided  that 162(m)  Employees may not
receive  Performance  Awards under this Plan for any Performance Cycle beginning
prior to January 1, 2005.

     "Plan" shall mean this 2004 Stock  Incentive Plan of Silgan  Holdings Inc.,
as amended from time to time.

     "Prior  Plans"  shall mean the Silgan  Holdings  Inc.  Fourth  Amended  and
Restated 1989 Stock Option Plan and the Silgan Holdings,  Inc. 2002 Non-Employee
Directors Stock Option Plan.

     "Purchase  Price" shall mean the  consideration  for which one Share may be
acquired under the Plan (other than upon exercise of an Option), as specified by
the Committee.

     "Restricted Share" shall mean a Share awarded under Section 6 of the Plan.

     "Restricted Stock Unit" shall mean a Stock Unit awarded under Section 11 of
the Plan.

     "Retirement" shall mean voluntary termination of Service on or after age 60
with 10 years of Service.

     "SAR" shall mean a stock appreciation right granted under Section 10 of the
Plan.

     "Service" shall mean service as an Employee or Outside Director.

     "Share"  shall mean one share of Stock,  as  adjusted  in  accordance  with
Section 17 (if applicable).



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     "Stock" shall mean the authorized and issuable  common stock of the Company
($.01 par value).

     "Stock Unit" shall mean a bookkeeping entry  representing the equivalent of
one Share, as awarded under Section 11 of the Plan.

     "Subsidiary"  shall  mean any  corporation,  if the  Company  and the other
subsidiaries  of the  Company  own, in the  aggregate,  not less than 50% of the
total  combined  voting  power  of all  classes  of  outstanding  stock  of such
corporation.  A  corporation  that attains the status of a Subsidiary  on a date
after the adoption of the Plan shall be considered a Subsidiary commencing as of
such date.

SECTION 3.  ADMINISTRATION.

     (a) Committee Composition. The Plan shall be administered by the Committee.
The Committee  shall consist of two or more directors of the Company,  who shall
be appointed by the Board of  Directors.  In addition,  the  composition  of the
Committee shall satisfy

          (i) such  requirements  as the Securities and Exchange  Commission may
     establish  for  administrators  acting under plans  intended to qualify for
     exemption under Rule 16b-3 (or its successor) under the Exchange Act;

          (ii) such  requirements as the Internal  Revenue Service may establish
     for outside  directors acting under plans intended to qualify for exemption
     under Section 162(m)(4)(C) of the Code; and

          (iii) such rules as the applicable  national  securities  exchange may
     establish for directors serving on the compensation  committee of a company
     listed on such  exchange  or, if the  Stock is not  listed on any  national
     securities  exchange,  such rules as the National Association of Securities
     Dealers may establish for directors  serving on the compensation  committee
     of a company listed on NASDAQ.

     (b) Committee Procedures. The Board of Directors shall designate one of the
members of the  Committee as chairman.  The  Committee may hold meetings at such
times and places as it shall determine.  The acts of a majority of the Committee
members  present at meetings  at which a quorum  exists,  or acts  reduced to or
approved  in  writing  by all  Committee  members,  shall be  valid  acts of the
Committee.

     (c) Committee Responsibilities.  Subject to the provisions of the Plan, the
Committee  shall  have  full  authority  and  discretion  to take the  following
actions:

          (i) To interpret the Plan and to apply its provisions;

          (ii) To adopt,  amend or rescind rules,  procedures and forms relating
     to the Plan;

          (iii) To  authorize  any person to execute,  on behalf of the Company,
     any instrument required to carry out the purposes of the Plan;



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          (iv) To  determine  when  Shares are to be awarded or offered for sale
     and when Options are to be granted under the Plan;

          (v) To select the Award recipients;

          (vi)  To  determine  the  number  of  Shares  to be  offered  to  each
     Participant or to be made subject to each Option;

          (vii) To prescribe  the terms and  conditions of each award or sale of
     Shares,  including (without  limitation) the Purchase Price and the vesting
     of the Award, and to specify the provisions of the Award Agreement relating
     to such award or sale;

          (viii) To prescribe the terms and conditions of each Option, including
     (without  limitation) the Exercise Price and the vesting or duration of the
     Option,  and to specify the provisions of the Award  Agreement  relating to
     such Option;

          (ix) To prescribe the terms and conditions of each Performance  Award,
     including (without  limitation) the applicable  Performance  Criteria,  the
     vesting  of the  Award and the  timing of  distributions,  to  specify  the
     provisions of the Award Agreement  relating to such  Performance  Award, to
     evaluate the applicable level of performance over a Performance  Cycle, and
     to  certify  the  level  of  performance   attained  with  respect  to  the
     Performance Criteria;

          (x) To amend any outstanding  Award  Agreement,  subject to applicable
     legal restrictions, to applicable stock exchange or stock market rules, and
     to the consent of the Participant who entered into such agreement, provided
     that  the  prohibitions  on  the  repricing  of  Stock  Options  and  Stock
     Appreciation Rights, as described in Sections 8(h) and 10(f), respectively,
     may not be waived,  and the terms and  conditions of Awards to officers and
     directors  subject to Section 16 of the  Exchange  Act cannot be  modified,
     amended or waived other than on account of death, disability, retirement, a
     change in control,  or a termination  of  employment  in connection  with a
     business transfer;

          (xi) To prescribe the  consideration for the grant of each Award under
     the Plan and to determine the sufficiency of such consideration;

          (xii) To make any adjustments to the Plan (including,  but not limited
     to,  adjustment  of the  number of Shares  available  under the Plan or any
     Award) and any Award granted under the Plan as may be appropriate  pursuant
     to Section 17;

          (xiii) To make any  modifications  to the Plan that the  Committee may
     determine to be necessary to implement and administer the Plan in countries
     outside the United States;

          (xiv) To determine under which circumstances Awards may be deferred by
     a  Participant  and the extent to which a deferral  shall be credited  with
     dividend equivalents, interest or any other form of investment return;



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          (xv) To determine the  disposition of each Award under the Plan in the
     event of a Participant's divorce or dissolution of marriage;

          (xvi) To determine  whether  Awards under the Plan shall be granted in
     replacement of other grants under an incentive or other  compensation  plan
     of an acquired business;

          (xvii) To correct any defect,  supply any  omission,  or reconcile any
     inconsistency in the Plan or any Award Agreement; and

          (xviii) To take any other  actions  deemed  necessary or advisable for
     the administration of the Plan.

     (d)   Delegation.   The   Committee  may  not  delegate  any  authority  or
responsibility granted to the Committee in subsection (c) of this Section 3.

SECTION 4.  ELIGIBILITY.

     Only  officers and other Key  Employees  shall be eligible for the grant of
SARs  and  Performance  Awards.  Officers  , other  Key  Employees  and  Outside
Directors shall be eligible for the grant of Restricted Shares,  Stock Units and
Options.

SECTION 5.  STOCK SUBJECT TO PLAN.

     (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 awarded under the Plan shall not exceed 900,000 Shares,
which includes the number of Shares remaining  available for future grants under
the Prior  Plans as of the date  this  Plan is  approved  by  stockholders.  The
limitation  of this  Section  5(a) shall be subject to  adjustment  pursuant  to
Section 17.

     (b)  Application of Limitation.  The number of Shares  available for future
Awards  under the Plan shall be reduced (i) in the case of Awards of Options and
SARs, by the number of Shares  issuable upon exercise of such Options,  and (ii)
in the case of Awards of  Restricted  Shares or Stock  Units by two  Shares  for
every one  Restricted  Share or Stock Unit awarded.  For this  purpose,  when an
Option  and SAR are  awarded  in  tandem,  so that  exercise  of one  results in
cancellation  of the other,  the Option and SAR shall be deemed to relate to the
same Share.  If Awards are forfeited or cancelled or expire or terminate for any
other reason before being exercised,  then the corresponding  Shares shall again
become  available for Awards under the Plan.  Shares  granted under this Plan in
connection with Awards that are assumed, converted or substituted as a result of
the acquisition of another business,  corporation or other entity by the Company
or a combination  of the Company with another  business,  corporation  or entity
shall not  reduce  the number of Shares  available  for  Awards  under the Plan.
Shares granted under the Prior Plans shall not again become available for Awards
under  the  Plan,  even if the  Shares  expire or  terminate  or are  forfeited,
cancelled, or settled in cash.



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     (c) Dividends and Dividend Equivalents. The Committee in its discretion may
provide in any Award Agreement that dividends and dividend  equivalents shall be
paid or  credited  on vested  Awards or on all  Awards  granted  under the Award
Agreement. Any dividend equivalents paid or credited under the Plan shall not be
applied  against the number of Awards  available  under the Plan.  Dividends and
dividend  equivalents  may be distributed  immediately or credited to a deferred
compensation  account  established  for the  Participant  by the Committee as an
entry on the Company's books, as elected by the Participant. The Committee shall
determine  any terms and  conditions  on  deferral  of a  dividend  or  dividend
equivalent, including any interest or other form of investment return.

     (d) Limits on Individual Grants.  Subject to Section 17, no Participant may
be granted Awards of more than 112,500  Restricted Shares or Stock Units (or any
combination  thereof)  during any period of 36 consecutive  months.  Performance
Awards shall be paid in Restricted  Shares or Stock Units,  and shall be subject
to the limit set forth in the  preceding  sentence.  Subject to  Section  17, no
Participant  may be  granted  Awards  of  Options  or SARs  (or any  combination
thereof)  with  respect  to more than  225,000  Shares  during  any period of 36
consecutive  months  (for this  purpose,  when an Option and SAR are  awarded in
tandem, so that exercise of one results in cancellation of the other, the Option
and SAR shall be deemed to relate to the same Shares).

SECTION 6.  RESTRICTED SHARES.

     (a) Award Agreement.  Each grant of Restricted  Shares under the Plan shall
be evidenced by an Award Agreement  between the recipient and the Company.  Such
Restricted  Shares shall be subject to all applicable  terms of the Plan and may
be  subject  to any other  terms that are not  inconsistent  with the Plan.  The
Committee may condition a  Participant's  eligibility  for a grant of Restricted
Shares on the achievement by the Company or a Subsidiary or business unit of the
Company of a target level of performance for a specified  Performance  Cycle, in
which case the Award  shall be a  Performance  Award  subject to Section 12. The
provisions of the various Award Agreements  granting Restricted Shares under the
Plan need not be identical.

     (b) Payment  for  Awards.  Subject to the  following  sentence,  Restricted
Shares  may be sold or  awarded  under  the Plan for such  consideration  as the
Committee may determine,  including (without limitation) cash, cash equivalents,
past service and future  service.  To the extent that an Award consists of newly
issued Restricted Shares, the Award recipient shall furnish consideration with a
value not less than the par value of such Restricted Shares in the form of cash,
cash  equivalents,  or past  services  rendered  to the  Company (or a Parent or
Subsidiary), as the Committee may determine.

     (c) Vesting.  Each Award of Restricted  Shares to an Employee  shall become
fully vested, in the discretion of the Committee,  over a period no shorter than
three years from the date of grant, as specified in the Award Agreement,  except
that  Restricted  Shares  granted to a new  Employee  in the fiscal  year of the
Company in which his or her  Service  first  commences  may become  vested  more
quickly,  but over a period  no  shorter  than one year  from the date of grant.
Vesting  shall  occur,  at once or in  installments,  upon  satisfaction  of the
conditions  specified in the Award Agreement.  If the conditions on vesting have
not been satisfied as of the Employee's termination of employment,  the unvested
Shares shall be forfeited, provided that an Award



                                      -8-
<PAGE>

Agreement  may provide for  accelerated  vesting in the event of the  Employee's
death,  Disability  or  Retirement  or other  events.  Restricted  Shares  shall
immediately  become vested in the event of a Change in Control unless the Shares
vest on the basis of the performance of the Company,  a Subsidiary or a business
unit, in which case the provisions of Section 12 shall control, or the acquiring
or surviving  corporation  or its parent or subsidiary  assumes the  outstanding
Restricted  Shares or substitutes its own stock for the  outstanding  Restricted
Shares or the  outstanding  Restricted  Shares are  converted  into stock of the
surviving corporation or its parent or subsidiary. If the acquiring or surviving
corporation  or its parent or  subsidiary  assumes  the  outstanding  Restricted
Shares or substitutes  its own stock for the Restricted  Stock, a  Participant's
assumed  or  substituted  Shares  shall  become  fully  vested  in the event the
Participant's service with the Company or the acquiring or surviving corporation
(or  with  any  of  their  respective  parent  or  subsidiary  corporations)  is
terminated  involuntarily  without  Cause  within 24 months  after the Change in
Control.  The  vesting  requirements  of  Restricted  Shares  granted to Outside
Directors shall be subject to Section 15(b).

     (d) Voting and Dividend  Rights.  Participants  holding  Restricted  Shares
awarded under the Plan shall have the same voting,  dividend and other rights as
the  Company's  other  stockholders,  except  that  Restricted  Shares  shall be
forfeited  if the  Participant  attempts to sell,  transfer,  assign,  pledge or
otherwise encumber or dispose of the Shares before the Award vests.

SECTION 7.  OTHER TERMS AND CONDITIONS OF AWARDS OR SALES.

     (a)  Duration  of Offers and  Nontransferability  of  Rights.  Any right to
acquire  Shares  under  the  Plan  (other  than  pursuant  to an  Option)  shall
automatically expire if not exercised by the Participant 30 days after the grant
of such right was communicated to him or her by the Committee.  Such right shall
not be  transferable  and shall be exercisable  only by the  Participant to whom
such right was granted.

     (b)  Withholding  Taxes.  As a condition  to the  purchase  of Shares,  the
Participant  shall make such  arrangements  as the Committee may require for the
satisfaction of any federal, state or local withholding tax obligations that may
arise in connection with such purchase.

SECTION 8.  TERMS AND CONDITIONS OF OPTIONS.

     (a)  Award  Agreement.  Each  grant of an Option  under  the Plan  shall be
evidenced by an Award  Agreement  between the  recipient  and the  Company.  All
Options granted under the Plan shall be nonstatutory stock options.  Such Option
shall be subject to all  applicable  terms and conditions of the Plan and may be
subject to any other terms and  conditions  that are not  inconsistent  with the
Plan  and  that  the  Committee  deems  appropriate  for  inclusion  in an Award
Agreement. The provisions of the various Award Agreements granting Options under
the Plan need not be identical.

     (b) Exercise Price. Each Award Agreement granting Options shall specify the
Exercise  Price.  The Exercise Price of an Option shall not be less than 100% of
the  Fair  Market  Value of a Share on the date of  grant,  except  for  Options
granted in connection with Awards that are assumed,  converted or substituted as
a result of the acquisition of another business,  corporation or other entity by
the Company or a combination of the Company with another business,



                                      -9-
<PAGE>

corporation  or entity.  Subject to the  foregoing  in this  Section  8(b),  the
Exercise Price under any Option shall be determined by the Committee at its sole
discretion. The Exercise Price shall be payable in one of the forms described in
Section 9.

     (c)  Withholding  Taxes.  As a condition to the exercise of an Option,  the
Participant  shall make such  arrangements  as the Committee may require for the
satisfaction of any federal, state or local withholding tax obligations that may
arise in connection with such exercise.

     (d) Exercisability. Each Award Agreement granting Options shall specify the
date when all or any  installment of the Option is to become  exercisable.  Each
Option  granted to an Employee  shall become fully vested,  in the discretion of
the Committee,  over a period no shorter than 12 months. Vesting shall occur, at
once or in installments,  upon  satisfaction of the conditions  specified in the
Award Agreement.  If the conditions on vesting have not been satisfied as of the
Employee's  termination of employment,  the unvested Options shall be forfeited.
Subject to the  foregoing  in this  subsection  (d),  the  Committee at its sole
discretion shall determine when all or any installment of an Option is to become
exercisable.  Such  provisions  need not be  uniform  among all  Options  issued
pursuant to the Plan.  The vesting  requirements  of Options  granted to Outside
Directors shall be subject to Section 15(b).

     (e) Term of the Option. The Award Agreement granting Options to an Employee
shall also  specify the term of the Option,  which term shall not be longer than
seven years, and shall provide for extension of the Option term or expiration of
the Option prior to the end of the term in the event of the  termination  of the
Employee's Service, as described below:

          (i) In the event of the Employee's termination of Service due to death
     or Disability, the term of the Option shall expire as of the earlier of the
     first anniversary of such termination of Service or the original expiration
     date specified in the Award Agreement; provided , however, that there shall
     be a minimum  period of six months  following  such death to  exercise  any
     vested Options, regardless of the original expiration date specified in the
     Award Agreement.

          (ii) In the event of the Employee's Retirement, the term of the Option
     shall expire as of the earlier of the first  anniversary  of the Employee's
     Retirement  or  the  original   expiration  date  specified  in  the  Award
     Agreement;  provided,  however,  that  if the  Employee  dies  during  such
     post-Retirement  period,  there  shall be a minimum  period  of six  months
     following  such death to exercise  any vested  Options,  regardless  of the
     original expiration date specified in the Award Agreement.

          (iii) In the event of the  involuntary  termination  of the Employee's
     Service  without  Cause,  the term of the  Option  shall  expire  as of the
     earlier of 90 days following the date of the Employee's  termination or the
     original  expiration  date  specified  in the  Award  Agreement;  provided,
     however, that if the Employee dies during such 90-day period there shall be
     a minimum period of six months  following such death to exercise any vested
     Options,  regardless of the original expiration date specified in the Award
     Agreement.



                                      -10-
<PAGE>

          (iv) In the event of the Employee's voluntary  resignation (other than
     Retirement) or the Employee's involuntary termination of Service for Cause,
     all outstanding Options shall immediately be cancelled.

Options granted to an Employee may be awarded in combination with SARs, and such
an Award shall  provide  that the Options  shall not be  exercisable  unless the
related SARs are forfeited. Subject to the foregoing in this subsection (e), the
Committee at its sole  discretion  shall  determine when an Option is to expire.
Such  provisions  need not be uniform among all Options  issued  pursuant to the
Plan.

The term of any  Option  granted  to  Outside  Directors  shall  conform  to the
requirements of Section 15(c).

     (f) Effect of Change in Control.  An Option shall become  exercisable as to
all of the Shares  subject to such  Option in the event of a Change in  Control,
unless the  acquiring  or  surviving  corporation  or its  parent or  subsidiary
assumes  the  outstanding  Options or  substitutes  its own stock for the Shares
underlying the outstanding Options. If the acquiring or surviving corporation or
its parent or subsidiary assumes the outstanding  Options or substitutes its own
stock for the Shares underlying the outstanding Options, a Participant's assumed
Options or substituted  options shall become exercisable as to all of the shares
subject to such options in the event the Participant's  service with the Company
or the  acquiring  or  surviving  corporation  (or with any of their  respective
parent or subsidiary  corporations)  is terminated  involuntarily  without Cause
within 24 months after the Change in Control.

     (g)  No  Rights  as a  Stockholder.  A  Participant  or a  transferee  of a
Participant  shall have no rights as a  stockholder  with  respect to any Shares
covered by his Option until the date of the issuance of a stock  certificate for
such Shares.  No adjustments  shall be made to the Award,  except as provided in
Section 17.

     (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.

SECTION 9.  PAYMENT FOR SHARES.

     (a) General Rule. The entire Exercise Price of Shares issued under the Plan
shall be payable in lawful money of the United  States of America or an approved
cash  equivalent at the time when such Shares are purchased,  either alone or in
combination with one or both of the payment methods permitted under Section 9(b)
and 9(c) below.

     (b) Surrender of Stock.  To the extent that an Award Agreement so provides,
payment  may be  made  all or in  part  by  surrendering,  or  attesting  to the
ownership  of,  Shares that have  already been owned by the  Participant  or his
representative  for more than six months.  Such Shares  shall be valued at their
Fair Market Value on the date when the new Shares are purchased  under the Plan.
Notwithstanding the foregoing, the Participant shall not surrender, or attest to
the ownership  of, Shares in payment of the Exercise  Price if such action would
cause the Company



                                      -11-
<PAGE>

to recognize  compensation  expense (or  additional  compensation  expense) with
respect to the Option for financial reporting purposes.

     (c) Cashless  Exercise.  To the extent that an Award Agreement so provides,
payment  may be made all or in part by  delivery  (on a form  prescribed  by the
Committee) of an irrevocable direction to a securities broker to sell Shares and
to deliver  all or part of the sale  proceeds  to the  Company in payment of the
aggregate Exercise Price.

SECTION 10.  STOCK APPRECIATION RIGHTS.

     (a) Award Agreement.  Each grant of a SAR under the Plan shall be evidenced
by an Award Agreement  between the recipient and the Company.  Such SAR shall be
subject  to all  applicable  terms of the Plan and may be  subject  to any other
terms that are not  inconsistent  with the Plan.  The  provisions of the various
Award Agreements granting SARs under the Plan need not be identical.

     (b) Exercise Price.  Each Award  Agreement  granting SARs shall specify the
Exercise  Price.  The Exercise Price of a SAR shall not be less than 100% of the
Fair Market  Value of a Share on the date of grant,  except for SARs  granted in
combination  with  Options  or in  connection  with  Awards  that  are  assumed,
converted or  substituted as a result of the  acquisition  of another  business,
corporation  or other entity by the Company or a combination of the Company with
another  business,  corporation  or  entity.  Subject to the  foregoing  in this
Section  10(b),  the  Exercise  Price under any SAR shall be  determined  by the
Committee at its sole discretion.

     (c)  Exercisability.  Each Award Agreement  granting SARs shall specify the
date when all or any installment of the SAR is to become  exercisable.  Each SAR
shall become fully vested, in the discretion of the Committee,  over a period no
shorter than 12 months.  Vesting shall occur, at once or in  installments,  upon
satisfaction  of  the  conditions  specified  in  the  Award  Agreement.  If the
conditions  on  vesting  have  not  been  satisfied  as  of  the   Participant's
termination of employment,  the unvested SAR shall be forfeited.  Subject to the
foregoing in this Section  10(c),  the  Committee at its sole  discretion  shall
determine when all or any  installment of a SAR is to become  exercisable.  Such
provisions need not be uniform among all SARs issued pursuant to the Plan.

     (d) Term of SAR.  The Award  Agreement  granting the SAR shall also specify
the term of the SAR,  which term shall not be longer than seven  years,  and may
provide for extension of the SAR term or expiration  prior to the end of the SAR
term in the event of the termination of the Participant's employment.

          (i) In the event of the  Participant's  termination  of Service due to
     death or Disability,  the term of the SAR shall expire as of the earlier of
     the first  anniversary  of such  termination  of  Service  or the  original
     expiration date specified in the Award Agreement;  provided , however, that
     there shall be a minimum  period of six months to exercise  any vested SARs
     following  such   termination  of  Service,   regardless  of  the  original
     expiration date specified in the Award Agreement.



                                      -12-
<PAGE>

          (ii) In the event of the Participant's Retirement, the term of the SAR
     shall  expire  as  of  the  earlier  of  the  first   anniversary   of  the
     Participant's  Retirement or the original  expiration date specified in the
     Award  Agreement;  provided,  however,  that if the Participant dies during
     such post-Retirement  period, there shall be a minimum period of six months
     following  such  death to  exercise  any  vested  SARs,  regardless  of the
     original expiration date specified in the Award Agreement.

          (iii) In the event of the involuntary termination of the Participant's
     Service  without Cause,  the term of the SAR shall expire as of the earlier
     of 90 days  following  the  date of the  Participant's  termination  or the
     original  expiration  date  specified  in the  Award  Agreement;  provided,
     however, that if the Participant dies during such 90-day period there shall
     be a minimum  period of six months  following  such death to  exercise  any
     vested SARs,  regardless of the original  expiration  date specified in the
     Award Agreement.

          (iv) In the event of the Participant's  voluntary  resignation  (other
     than Retirement) or the  Participant's  involuntary  termination of Service
     for Cause, all outstanding SARs shall immediately be cancelled.

A SAR may be awarded  in  combination  with an Option  either at the time of the
Option grant or any time  thereafter.  Such an Award shall  provide that the SAR
shall not be exercisable  unless the related Option is forfeited.  A SAR granted
under the Plan may provide that it shall be  exercisable  only in the event of a
Change in Control. Subject to the foregoing in this Section 10(c), the Committee
at its sole discretion shall determine when a SAR is to expire.  Such provisions
need not be uniform among all SARs issued pursuant to the Plan.

     (e) Effect of Change in Control.  A SAR shall become fully  exercisable  in
the event of a Change in Control,  unless the acquiring or surviving corporation
or its parent or subsidiary  assumes the  outstanding SAR or substitutes its own
stock for the Shares  underlying  the  outstanding  SARs.  If the  acquiring  or
surviving  corporation or its parent or subsidiary  assumes the outstanding SARs
or substitutes its own stock for the Shares  underlying the outstanding  SARs, a
Participant's  assumed SARs or substituted  SARs shall become  exercisable as to
all of the shares  subject to such SARs in the event the  Participant's  service
with the Company or the acquiring or surviving corporation (or with any of their
respective  parent  or  subsidiary  corporations)  is  terminated  involuntarily
without Cause within 24 months after the Change in Control.

     (f)  Exercise of SARs.  If, on the date when a SAR  expires,  the  Exercise
Price  under  such SAR is less than the Fair  Market  Value on such date but any
portion of such SAR has not been exercised or  surrendered,  then such SAR shall
automatically  be deemed to be  exercised  as of such date with  respect to such
portion.  Upon exercise of a SAR, the Participant holding the SAR (or any person
having the right to exercise the SAR after his or her death) shall  receive from
the Company (a) Shares, (b) cash or (c) a combination of Shares and cash, as the
Committee  shall  determine.  The amount of any cash or the Fair Market Value of
any Shares received upon exercise of a SAR shall, in the aggregate,  be equal to
the  amount by which the Fair  Market  Value (on the date of  surrender)  of the
Shares subject to the SAR exceeds the Exercise Price.



                                      -13-
<PAGE>

     (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.

SECTION 11.  RESTRICTED STOCK UNITS.

     (a) Award  Agreement.  Each grant of Restricted  Stock Units under the Plan
shall be evidenced by an Award Agreement  between the recipient and the Company.
Such Stock Units shall be subject to all applicable terms of the Plan and may be
subject to any other terms that are not  inconsistent  with the Plan.  The Award
Agreement   shall  specify  the  number  of  Restricted   Stock  Units  and  the
circumstances  (if any)  under  which  the  Stock  Units  can be  deferred.  The
Committee may condition a  Participant's  eligibility  for a grant of Restricted
Stock Units on the  achievement  by the Company or a Subsidiary or business unit
of the Company of a target  level of  performance  for a  specified  Performance
Cycle,  in which case the Award shall be a Performance  Award subject to Section
12. The  provisions of the various Award  Agreements  granting Stock Units under
the Plan need not be identical.

     (b) Payment for Awards.  To the extent that an Award is granted in the form
of Stock Units, no cash consideration shall be required of the Award recipients.

     (c) Vesting Conditions. Each Award of Restricted Stock Units to an Employee
shall become fully vested, in the discretion of the Committee,  over a period no
shorter than three  years,  as  specified  in the Award  Agreement,  except that
Restricted  Stock  Units  granted to a new  Employee  in the fiscal  year of the
Company in which his Service  commences  may vest more  quickly.  Vesting  shall
occur, at once or in installments, upon satisfaction of the conditions specified
in the Award Agreement.  If the conditions on vesting have not been satisfied as
of the Employee's termination of employment or directorship,  the unvested Stock
Units shall be forfeited. Restricted Stock Units shall immediately become vested
in the event of a Change in Control  unless the Stock Units vest on the basis of
the  performance of the Company,  a Subsidiary or a business unit, in which case
the provisions of Section 12 shall control, or unless the acquiring or surviving
corporation or its parent or subsidiary  assumes the outstanding  Stock Units or
substitutes its own stock for the  outstanding  Stock Units. If the acquiring or
surviving  corporation or its parent or subsidiary assumes the outstanding Stock
Units or substitutes  its own stock for the Shares  underlying  the  outstanding
Stock Units, a Participant's assumed or substituted Restricted Stock Units shall
become  immediately  vested  in the  event the  Participant's  service  with the
Company  or the  acquiring  or  surviving  corporation  (or  with  any of  their
respective  parent  or  subsidiary  corporations)  is  terminated  involuntarily
without  Cause  within  24 months  after the  Change  in  Control.  The  vesting
requirements  of Restricted  Stock Units granted to Outside  Directors  shall be
subject to Section 15(b).

     (d) Voting and Dividend Rights. Participants holding Stock Units shall have
no voting  rights.  Prior to  settlement or  forfeiture,  any Stock Unit awarded
under the Plan may,  at the  Committee's  discretion,  carry  with it a right to
dividend  equivalents.  Such right  entitles  the holder to be credited  with an
amount  equal to all cash  dividends  paid on one Share  while the Stock Unit is
outstanding.  The Committee,  in its discretion,  may grant dividend equivalents
from the date of grant or only after a Stock Unit is vested.



                                      -14-
<PAGE>

     (e)  Settlement  of Stock Units.  Settlement of vested Stock Units shall be
made in the form of Shares,  except that dividend  equivalents credited on Stock
Units shall be paid in cash.  Distribution of Shares attributable to Stock Units
may occur or commence when all vesting and settlement  conditions  applicable to
the Stock Units have been satisfied or have lapsed, or it may be deferred to any
later date in  accordance  with  Section  18.  Until an Award of Stock  Units is
settled,  the number of such Stock Units shall be subject to adjustment pursuant
to Section 17.

     (f)  Creditors'  Rights.  A  Participant  holding Stock Units shall have no
rights  thereby  other than those of a general  creditor of the  Company.  Stock
Units represent an unfunded and unsecured obligation of the Company,  subject to
the terms and conditions of the applicable Award Agreement.

SECTION 12.  PERFORMANCE AWARDS.

     (a) Award Agreement. Each grant of Performance Awards under this Plan shall
be evidenced by an Award Agreement  between the recipient and the Company.  Such
Performance  Awards shall be subject to all applicable terms of the Plan and may
be  subject  to any other  terms that are not  inconsistent  with the Plan.  The
provisions of the various Award Agreements granting Performance Awards under the
Plan need not be identical.

     (b)  Eligibility.  Within 90 days after the  commencement  of a Performance
Cycle, the Committee shall determine the Employees who are eligible to receive a
Performance  Award for the  Performance  Cycle,  provided that the Committee may
determine the eligibility of any Employee other than a 162(m) Employee after the
expiration of this 90-day period.

     (c) Performance  Cycle.  Performance  Awards shall be granted in connection
with a Performance  Cycle,  as  determined  by the Committee in its  discretion,
provided that a Performance Cycle may be no shorter than 12 months and no longer
than 5 years.

     (d) Earn-Out.

          (i)      Within 90 days after the commencement of a Performance Cycle,
     the Committee shall fix and establish in writing the  Performance  Criteria
     that shall apply to that Performance  Cycle and the Maximum Amount that may
     be paid to each recipient of a Performance  Award. The Committee shall also
     set forth the minimum  level of  performance,  based on objective  factors,
     that must be attained during the  Performance  Cycle before any Performance
     Award shall be paid,  and, if  applicable,  the maximum  amount that may be
     earned  upon  attainment  of various  levels of  performance  that equal or
     exceed the minimum  required  level,  and any vesting  schedule  that shall
     apply after the Performance Award is earned.

          (ii)     The  Committee  may, in its  discretion,  select  Performance
     Criteria  that  measure  the  performance  of the  Company  or one or  more
     business  units or  Subsidiaries  of the Company.  The Committee may select
     Performance  Criteria that are absolute or relative to the  performance  of
     one or more comparable companies or an index of comparable companies.

          (iii)    The  Committee,  in its  discretion,  may, on a  case-by-case
     basis,  reduce,  but not increase,  the  Performance  Awards payable to any
     Employee with respect to any given



                                      -15-
<PAGE>

     Performance  Cycle,  provided that no reduction shall result in an increase
     in the  dollar  amount or number of Shares  payable  under any  Performance
     Award of another Employee.

          (iv)     No  162(m) Employee shall be paid any Performance Award until
     the Committee  certifies in writing the level of  performance  attained for
     the Performance Cycle in relation to the applicable  Performance  Criteria.
     Performance  Awards awarded to  Participants  who are not 162(m)  Employees
     shall be based on the  Performance  Criteria and payment  formulas that the
     Committee,  in its  discretion,  may  establish for these  purposes.  These
     Performance  Criteria and formulas may be the same as or different than the
     Performance Criteria and formulas that apply to 162(m) Employees.

     (e)    Vesting.

          (i) Each  Performance  Award  shall  vest,  in the  discretion  of the
     Committee,  over such period as is specified in the Award Agreement. If the
     conditions  on  vesting  have not been  satisfied  as of the  Participant's
     termination of employment  with respect to any earned  Performance  Awards,
     the unvested Performance Awards shall be forfeited.

          (ii) In the  event of a  Change  in  Control,  any  Performance  Award
     (including  any  dividend  equivalents,  interest  or other forms of return
     credited  on the  Performance  Award)  that has  been  earned  but  remains
     unvested  shall  immediately  become fully vested,  unless the acquiring or
     surviving  corporation or its parent or subsidiary  assumes the outstanding
     Performance  Award,  converts the  Performance  Award to its own stock,  or
     substitutes its own stock for any Shares underlying the Performance  Award.
     If the  acquiring  or  surviving  corporation  or its parent or  subsidiary
     assumes the outstanding  Performance Awards, converts the Performance Award
     to its own stock,  or substitutes  its own stock for any Shares  underlying
     the Performance Award, a Participant's  assumed or substituted  Performance
     Awards  shall  become  immediately  vested in the  event the  Participant's
     service with the Company or the acquiring or surviving corporation (or with
     any of their  respective  parent or subsidiary  corporations) is terminated
     involuntarily without Cause within 24 months after the Change in Control.

     (f) Settlement of Performance  Awards.  Performance Awards shall be settled
solely in the form of Restricted Shares or Stock Units or any combination of the
foregoing.

     (g) Dividend Equivalents. A Performance Award may be credited with dividend
equivalents,  interest or any other form of investment  return, as determined by
the  Committee.   These  credits  shall  be   distributed  to  the   Participant
immediately.

     (h)  Section  162(m) of the Code.  It is the  intent  of the  Company  that
Performance Awards be  "performance-based  compensation" for purposes of Section
162(m) of the  Code,  that  this  Section  12 be  interpreted  in a manner  that
satisfies  the  applicable  requirements  of Section  162(m)(C)  of the Code and
related regulations,  and that the Plan be operated so that the Company may take
a full tax deduction for  Performance  Awards.  If any provision of this Plan or
any Performance  Award would  otherwise  frustrate or conflict with this intent,
the  provision  shall be  interpreted  and  deemed  amended  so as to avoid this
conflict.



                                      -16-
<PAGE>

SECTION 13.  LEAVES OF ABSENCE.

     An Employee's  Service shall cease when such Employee ceases to be actively
employed by, or a consultant or adviser to, the Company (or any Subsidiary),  as
determined in the sole  discretion of the Committee.  Service does not terminate
when an Employee  goes on a bona fide leave of absence  that was approved by the
Company in  writing,  if the terms of the leave  provide for  continued  service
crediting  or if continued  service  crediting  is required by  applicable  law.
Service  terminates  in any event when the  approved  leave  ends,  unless  such
Employee immediately returns to active work. The Committee shall determine which
leaves count toward  Service and when Service  terminates for all purposes under
the Plan.

SECTION 14.  TERMINATION FOR CAUSE.

     Notwithstanding  anything to the contrary  herein,  if an Employee incurs a
termination of Service for Cause, then all of the Employee's outstanding Options
and  SARs,  whether  vested  or  unvested,  and all of the  Employee's  unvested
Restricted Shares and Restricted Stock Units shall immediately be cancelled.

SECTION 15.  DIRECTOR AWARDS.

     (a) Annual  Grant.  On the first  business  day  following  the day of each
annual meeting of the  stockholders of the Company,  each Outside Director shall
be granted, in the discretion of the Board of Directors,  750 Restricted Shares,
750 Restricted  Stock Units or an Option to purchase 1,500 Shares,  in each case
subject to adjustment as provided in Section 17. Notwithstanding anything to the
contrary  herein,  the Board of Directors shall determine the terms of any Award
to an Outside  Director,  which terms  shall be set forth in an Award  Agreement
between the  recipient  and the  Company.  The terms of any Award of  Restricted
Shares shall  conform to the  provisions of Section 6, the terms of any Award of
Restricted  Stock Units shall  conform to the  provisions of Section 11, and the
terms of any Award of Options shall  conform to the  provisions of Section 8, in
each case except to the extent specifically modified by this Section 15.

     (b) Vesting.  Each Award of Restricted  Shares,  Restricted  Stock Units or
Options to an Outside Director shall become fully vested, in the sole discretion
of the  Board of  Directors,  over a period  no  shorter  than  six  months,  as
specified  in  the  Award  Agreement.   Vesting  shall  occur,  at  once  or  in
installments,  upon  satisfaction  of the  conditions  set  forth  in the  Award
Agreement.  If the  conditions  on  vesting  have not been  satisfied  as of the
termination  of the Outside  Director's  Service,  the unvested  Awards shall be
forfeited.

     (c) Option Term. The Award  Agreement  granting an Option shall specify the
term of the  Award,  which  term  shall not be longer  than 10 years,  and shall
provide for  expiration  of the Option prior to the end of the term in the event
of termination of the Outside Director's Service, as described below:

          (i) In the event of termination of the Outside  Director's Service due
     to death or  Disability,  the term of the  Option  shall  expire  as of the
     earlier  of the first  anniversary  of such  termination  of Service or the
     original expiration date specified in the Award Agreement.



                                      -17-
<PAGE>

          (ii) In the event of the Outside Director's involuntary termination of
     Service or  termination  of Service  due to the  expiration  of the Outside
     Director's  term on the Board of  Directors,  the term of the Option  shall
     expire  as of the  earlier  of 90 days  following  the date of the  Outside
     Director's  termination  or the original  expiration  date specified in the
     Award Agreement.

          (iii) In the event of the  Outside  Director's  voluntary  resignation
     prior to the  expiration  of the  Outside  Director's  term on the Board of
     Directors,  all outstanding  Options shall immediately be cancelled and all
     unvested Restricted Shares shall immediately be forfeited.

SECTION 16.  DEATH OF RECIPIENT.

     Any Award  that  becomes  payable  after  the  recipient's  death  shall be
distributed to the recipient's  beneficiary or beneficiaries.  Each recipient of
an Award  under the Plan  shall  designate  one or more  beneficiaries  for this
purpose  by  filing  the  prescribed  form  with  the  Company.   A  beneficiary
designation may be changed by filing the prescribed form with the Company at any
time before the Award recipient's  death. If no beneficiary was designated or if
no  designated  beneficiary  survives the Award  recipient,  then any Award that
becomes  payable  after  the  recipient's  death  shall  be  distributed  to the
recipient's estate.

SECTION 17.  ADJUSTMENT OF SHARES.

     (a) Adjustments.  In the event of a subdivision of the outstanding Stock, a
declaration of a dividend payable in Shares, a declaration of a dividend payable
in a form other than Shares in an amount that has a material effect on the price
of  Shares,  a  combination  or  consolidation  of  the  outstanding  Stock  (by
reclassification   or   otherwise)   into  a  lesser   number   of   Shares,   a
recapitalization,  spin-off or a similar  occurrence,  the Committee  shall make
such adjustments as it, in its sole discretion, deems appropriate in one or more
of:

          (i) The number of Shares  available  for future  Awards under  Section
     5(a);

          (ii) The  limitation on Shares  available for grant to any  individual
     under Section 5(d);

          (iii) The number of Shares covered by each outstanding Option and SAR;

          (iv) The Exercise Price under each outstanding Option and SAR; or

          (v) The number of Stock  Units  included in any Award that has not yet
     been settled.

Except as provided in this  Section  17, a  Participant  shall have no rights by
reason  of any  issue  by the  Company  of  stock  of any  class  or  securities
convertible  into stock of any class, any subdivision or consolidation of shares
of stock of any class,  the payment of any stock  dividend or any other increase
or decrease in the number of shares of stock of any class.  No adjustment  shall
be made with  respect to Awards  granted to a 162(m)  Employee to the extent the
adjustment



                                      -18-
<PAGE>

would cause the Award to fail to qualify as performance-based compensation under
Section 162(m) of the Code.

     (b) Dissolution or Liquidation.  To the extent not previously  exercised or
settled,  all Awards shall  terminate  immediately  prior to the  dissolution or
liquidation of the Company.

     (c)  Reorganizations.  In the event that the Company is a party to a merger
or other reorganization, outstanding Awards shall be subject to the agreement of
merger or reorganization. Such agreement shall provide for the following:

          (i) The continuation of the outstanding Awards by the Company,  if the
     Company is a surviving corporation;

          (ii)  The  assumption  of the  outstanding  Awards  by  the  surviving
     corporation or its parent or subsidiary, provided that any such Award shall
     become  immediately  and fully vested if the employment of the  Participant
     holding  the Award is  involuntarily  terminated  without  Cause  within 24
     months of the effective date of the reorganization;

          (iii) The  substitution by the surviving  corporation or its parent or
     subsidiary of its own awards for the outstanding Awards,  provided that any
     such Award shall become  immediately  and fully vested if the employment of
     the Participant holding the Award is involuntarily terminated without Cause
     within 24 months of the effective date of the reorganization;

          (iv) Full exercisability or vesting and accelerated  expiration of the
     outstanding Awards; or

          (v)  Settlement  of the  outstanding  Awards  (including  any dividend
     equivalents,  interest  or  other  return  credited  to  the  Participant's
     deferred  compensation  account)  in cash or cash  equivalents  followed by
     cancellation of such Awards.

When an Award  is  granted  or at any time  thereafter,  the  Committee,  in its
discretion,  may specify how the Award shall be treated in the event of a merger
or other  reorganization if the agreement of merger or  reorganization  does not
make provision for outstanding Awards.

     (d)  Reservation  of  Rights.  Except as  provided  in this  Section  17, a
Participant  shall have no rights by reason of any subdivision or  consolidation
of  shares of stock of any  class,  the  payment  of any  dividend  or any other
increase or decrease in the number of shares of stock of any class. Any issue by
the  Company  of  shares of stock of any class or  securities  convertible  into
shares  of stock of any class  shall not  affect,  and no  adjustment  by reason
thereof shall be made with respect to, the number of Shares  subject to an Award
or the  Exercise  Price of Shares  subject to an Option or SAR.  The grant of an
Award pursuant to the Plan shall not affect in any way the right or power of the
Company to make adjustments,  reclassifications,  reorganizations  or changes to
its capital or business  structure,  to merge or  consolidate,  or to  dissolve,
liquidate, sell or transfer all or any part of its business or assets.



                                      -19-
<PAGE>

SECTION 18.  DEFERRAL OF AWARDS.

     (a) Deferral  Forms.  The Committee (in its sole  discretion) may permit an
Employee or Outside Director to:

          (i) have Shares that otherwise would be delivered to such  Participant
     as a result of the  exercise  of an Option or SAR  converted  into an equal
     number of Stock Units;

          (ii) have  cash that  otherwise  would be paid to such  Employee  as a
     result of the exercise of a SAR credited to a deferred compensation account
     established for such Employee by the Committee as an entry on the Company's
     books; or

          (iii)  have  Shares  that   otherwise   would  be  delivered  to  such
     Participant  as  Restricted  Shares  or as a result of the  exercise  of an
     Option or SAR or the  settlement  of Stock  Units  converted  into  amounts
     credited  to  a  deferred   compensation   account   established  for  such
     Participant  by the  Committee  as an entry on the  Company's  books.  Such
     amounts  shall be  determined by reference to the Fair Market Value of such
     Shares as of the date when they otherwise would have been delivered to such
     Participant.

     (b)  Deferral  Conditions.  If the  deferral  or  conversion  of  Awards is
permitted,   the  Committee  (in  its  sole  discretion)  may  establish  rules,
procedures and forms pertaining to such Awards,  including (without  limitation)
with respect to the  settlement of deferred  compensation  accounts  established
under this Section 18. The Award Agreement may provide that, in the event of the
Participant's  death,   disability,   involuntary   termination  of  Service  or
attainment  of a  particular  age,  a  deferred  Award  shall  be  paid  to  the
Participant,  to the extent vested, unless the Participant  affirmatively elects
to continue to defer distribution.

     (c) Effect of a Change in Control. In the event of a Change in Control, any
amounts  credited  to a  deferred  compensation  account  shall  continue  to be
deferred if the Stock of the Company  continues to be publicly traded  following
the Change in Control,  except to the extent that the Award  Agreement  provides
otherwise.  If the Stock of the Company is not  publicly  traded  following  the
Change in Control,  the full value of the deferred  amounts  shall be settled in
cash or cash equivalents and immediately distributed to the Participant.

     (d) Voting and Dividend Rights. A deferred compensation account established
under this Section 18 may be credited  with  dividend  equivalents,  interest or
other  forms  of  investment  return,  as  determined  by the  Committee  in its
discretion.  Any dividend  equivalents  issued on the deferred  amounts shall be
paid to the Participant immediately.  A Participant shall not have voting rights
with  respect  to  deferred  Shares  until the  Shares  are  distributed  to the
Participant.   A  Participant  for  whom  a  deferred  compensation  account  is
established shall have no rights with respect to the deferred amounts other than
the rights of a general creditor of the Company. Such an account shall represent
an unfunded and unsecured  obligation of the Company and shall be subject to the
terms and conditions of the applicable agreement between the Participant and the
Company.



                                      -20-
<PAGE>

SECTION 19.  FRACTIONAL SHARES.

     No  fractional  Shares  shall be issued  under the Plan.  If a  Participant
acquires the right to receive a fractional Share under the Plan, the Participant
shall receive,  in lieu of the fractional  Share, an amount in cash equal to the
Fair Market Value of the  fractional  Share as of the date of  settlement of the
Award.

SECTION 20.  AWARDS UNDER OTHER PLANS.

     The Company may grant  awards  under other  agreements,  plans or programs.
Such awards may be settled in the form of Shares  issued  under this Plan.  Such
Shares  shall be treated  for all  purposes  under the Plan as Shares  issued in
settlement  of Stock Units and shall,  when issued,  reduce the number of Shares
available under Section 5(a).

     The Company may also grant Shares under this Plan in connection with Awards
that are assumed,  converted or  substituted  as a result of the  acquisition of
another business, corporation or other entity by the Company or a combination of
the Company with another business,  corporation or entity. Such Shares shall not
reduce the number of Shares available under Section 5(a).

SECTION 21.  NONTRANSFERABILITY OF AWARD.

     No Award  under the Plan  shall be  subject  in any  manner to  alienation,
anticipation,  sale, assignment,  pledge,  encumbrance or transfer, and no other
persons shall otherwise acquire any rights therein, except as provided below:

     (a) An  Award  may be  transferred  by will or by the  laws of  descent  or
distribution.

     (b) Restricted  Shares may be freely  transferred after the Shares vest and
are delivered to the Participant,  provided that Restricted Shares awarded to an
affiliate of the Company may be transferred  only pursuant to Rule 144 under the
Securities  Act of 1933, as amended (the  "Securities  Act"),  or pursuant to an
effective registration for resale under the Securities Act. For purposes of this
subsection (b),  "affiliate"  shall have the meaning assigned to that term under
Rule 144.

SECTION 22.  LEGAL AND REGULATORY REQUIREMENTS.

     Shares  shall not be issued under the Plan unless the issuance and delivery
of such Shares complies with (or is exempt from) all applicable  requirements of
law, including (without  limitation) the Securities Act of 1933, as amended, the
rules and regulations promulgated  thereunder,  applicable state securities laws
and regulations  and the  regulations of the National  Association of Securities
Dealers or any stock  exchange  on which the  Company's  securities  may then be
listed,  and the Company has obtained the approval or favorable  ruling from any
governmental  agency that the Company  determines  is  necessary  or  advisable.
Awards  under the Plan are also  intended  to satisfy the  requirements  of Rule
16b-3 under the  Exchange  Act. If any  provision of the Plan or any grant of an
Award would  otherwise  frustrate or conflict with this intent,  that  provision
shall be interpreted and deemed amended so as to avoid conflict.  No Participant
shall be  entitled  to  receive,  exercise,  transfer or settle any Award if the
grant,




                                      -21-
<PAGE>

exercise,   transfer  or  settlement   would  violate  the   provisions  of  the
Sarbanes-Oxley Act of 2002 or any other applicable law.

SECTION 23.  WITHHOLDING TAXES.

     (a) General. To the extent required by applicable federal,  state, local or
foreign law, a Participant shall make  arrangements  satisfactory to the Company
for the satisfaction of any withholding tax obligations that arise in connection
with the Plan. The Company shall not be required to issue any Shares or make any
cash payment under the Plan until such obligations are satisfied.

     (b) Method of Satisfying  Withholding  Obligations.  The Committee,  in its
sole  discretion,  may permit a Participant to satisfy all or part of his or her
withholding or income tax  obligations  by having the Company  withhold all or a
portion of any Shares or cash that  otherwise  would be issued to him or her, or
by  surrendering  all or a  portion  of any  Shares  that  he or she  previously
acquired  and has held for at least six months.  Such Shares  shall be valued at
their Fair Market Value as of the date when taxes otherwise would be withheld in
cash. In no event may a Participant have Shares withheld that would otherwise be
issued to him or her in excess of the number  necessary  to satisfy  the legally
required minimum tax withholding.

SECTION 24.  NO EMPLOYMENT RIGHTS.

     No  provision  of the Plan nor any right or Option  granted  under the Plan
shall be construed to give any person the right to become,  to be treated as, or
to  remain  an  Employee  or  director  of the  Company.  The  Company  and  its
Subsidiaries  reserve the right to terminate any person's employment at any time
and for any reason, with or without notice.

SECTION 25.  NO SEGREGATION OF ASSETS.

     Neither the Company nor any  Subsidiary  shall be required to segregate any
assets that may at any time be  represented  by Awards  granted  pursuant to the
Plan.

SECTION 26.  EFFECT ON OTHER PLANS.

     Any gain realized  pursuant to Awards under the Plan  constitutes a special
incentive  payment to the  Participant  and shall not be taken  into  account as
compensation for purposes of any other employee benefit plan of the Company or a
Subsidiary, except as the Committee otherwise provides. The adoption of the Plan
shall have no impact on Awards made or to be made under any other  benefit  plan
covering  an  employee  of the Company or a  Subsidiary  or any  predecessor  or
successor of the Company or a Subsidiary.

SECTION 27.  DURATION AND AMENDMENTS.

     (a) Term of the  Plan.  The  Plan,  as set forth  herein,  shall  terminate
automatically  on May  27,  2011,  and may be  terminated  on any  earlier  date
pursuant to subsection (b) below.

     (b) Right to Amend or Terminate the Plan.  The Board of Directors may amend
the Plan at any time and from time to time.  Rights  and  obligations  under any
Award granted before




                                      -22-
<PAGE>

amendment of the Plan shall not be materially impaired by such amendment, except
with the consent of the person to whom the Award was  granted.  An  amendment of
the Plan shall be subject to the approval of the Company's  stockholders only to
the extent required by applicable  laws,  regulations or rules.  Notwithstanding
the foregoing,  no material revision to the terms of the Plan shall be effective
until the amendment is approved by the  stockholders of the Company.  A revision
is "material" for this purpose if, among other changes, it materially  increases
the number of Shares  that may be issued  under the Plan (other than an increase
described  in Section  5(b) or Section  17 of the  Plan),  changes  the types of
Awards  available  under  the Plan,  materially  expands  the  class of  persons
eligible to receive  Awards under the Plan,  materially  extends the term of the
Plan or  decreases  the Exercise  Price at which  Options or SARs may be granted
(other than an adjustment in Exercise Price permitted by Section 17).

     (c) Effect of Amendment or Termination.  The termination of the Plan or any
amendment  thereof  shall not  affect any Share  previously  issued or any Award
previously  granted  under the Plan. No Shares shall be issued or sold under the
Plan after the termination thereof,  except upon exercise of an Option or SAR or
settlement of a Stock Unit granted prior to such termination.

SECTION 28.  CHOICE OF LAW.

     The Plan and all determinations made and actions taken under the Plan shall
be governed by the internal  substantive  laws, and not the choice of law rules,
of the State of Delaware and construed accordingly, to the extent not superseded
by federal law.

SECTION 29.  SEVERABILITY.

     If any  provision  of the Plan is held  unlawful  or  otherwise  invalid or
unenforceable   in  whole  or  in  part,   the   unlawfulness,   invalidity   or
unenforceability  shall not  affect  any other  parts of the Plan,  which  shall
remain in full force and effect.

SECTION 30.  EXECUTION.

     To record the adoption of the Plan by the Board of  Directors  effective as
of April 12, 2004, the Company has caused its authorized  officer to execute the
same.

                                      SILGAN HOLDINGS INC.



                                      By /s/ R. Philip Silver
                                         -----------------------------
                                         R. Philip Silver
                                         Chairman of the Board and
                                         Co-Chief Executive Officer




                                      -23-
<PAGE>

                                                                       EXHIBIT A



                              PERFORMANCE CRITERIA

In establishing performance targets to measure the performance of the Company, a
Subsidiary or a business unit during a specified  period  pursuant to Section 12
of the Plan,  the Committee  shall select one or more of the following  business
criteria:

               (i)    pre-tax or after-tax 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)   net income;

               (vii)  revenue growth;

               (viii) economic value added (EVA);

               (ix)   return on net or total assets;

               (x)    free cash flow from operations;

               (xi)   free cash flow per Share;

               (xii)  return on invested capital;

               (xiii) return on stockholders' equity;

               (xiv)  expense reduction;

               (xv)   working capital;

               (xvi)  total stockholder return; and

               (xvii) performance of the Company's stock price.

The  Committee,  in  its  discretion,  may  elect  to  exclude,  in  calculating
performance under any of the above criteria,  (i) unusual gains,  unusual losses
and other  nonrecurring  items,  (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) any business units, divisions,  Subsidiaries or
other  entities  sold or acquired.  The Committee may determine no later than 90
days after the commencement of the applicable Performance




<PAGE>

Cycle also to exclude other items,  each determined in accordance with generally
accepted accounting principles in the United States (to the extent applicable).

































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