Exhibit 10.25


                              Silgan Holdings Inc.
                            2004 Stock Incentive Plan
                                     FORM OF
                         RESTRICTED STOCK UNIT AGREEMENT


                          ______________________________
                                (Outside Director)


Date of Grant:  _____________________


Restricted Stock Units:  _____


     RESTRICTED  STOCK UNIT  AGREEMENT  made in Stamford,  Connecticut,  between
Silgan Holdings Inc. and ___________________________.

     1. Grant of Award. The Company has granted you ____ Restricted Stock Units,
subject  to the  provisions  of  this  Agreement.  The  Company  will  hold  the
Restricted Stock Units in a bookkeeping account on your behalf until they become
payable or are forfeited or cancelled.

     2. Payment Amount.  Each Restricted Stock Unit represents the equivalent of
one (1) Share of common stock of the Company. [Except as otherwise determined by
the Board of  Directors,  in its sole  discretion,  you will be paid a  Dividend
Equivalent in an amount equal to any cash dividends paid by the Company upon one
Share of common  stock for each vested  Restricted  Stock Unit  credited to your
account. Dividend Equivalents will be paid to you in cash as soon as practicable
after dividends are distributed to stockholders.]*

     3. Vesting.  The restrictions on your Restricted Stock Units will lapse and
the  Restricted  Stock Units will become  fully  vested _______ months after the
Date of Grant. If your Service with the Company  terminates  prior to the end of
this _______-month  period,  your  Restricted  Stock Units will  immediately  be
forfeited,  and your rights with  respect to these  Restricted  Stock Units will
end.

     4. Form of  Payment.  Vested  Restricted  Stock  Units  will be  settled in
Shares.

         [5. Deferral of Delivery.

             (a)   If  you  would like  to  defer  delivery of  Shares to a date
subsequent  to the date of  vesting  of the  Restricted  Stock  Units,  you may,
provided that, no later than the day before the annual  meeting of  stockholders
of the  Company  immediately  prior to the  Date of  Grant,  you made a  written
request to the Board of Directors for deferral,  including a suggested  delivery
date up to 10 years following the Date of Grant. This request may be made within
30 days after the Date of Grant in the year in which the Plan is first  approved
by  stockholders of the Company and in any other year in which you are nominated
for election or  reelection  to the Board of  Directors.  The Board of Directors
may, in its sole discretion, determine whether to permit deferral of


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*Include if deferral is applicable.
<PAGE>

delivery in the manner requested. If the Board of Directors does not accept your
suggested  delivery date,  then you will be notified of this decision in writing
and your Shares will be delivered to you when the  Restricted  Stock Units vest.
If the  Board  of  Directors  accepts  yourproposal,  you  will be  bound by the
deferred  delivery date,  unless the deferral  period is extended as provided in
(b).

             (b)   If  your deferral  period  expires  prior to the  termination
of your directorship and you would like to extend your deferral period, you may,
at least 13 months  prior to the date on which your initial  deferral  period is
scheduled to expire,  make a written  request to the Board of  Directors  for an
extension of the deferral  period,  including a revised  delivery  date no later
than 20 years  following the Date of Grant.  The Board of Directors  may, in its
sole discretion,  determine whether to permit deferral of delivery in the manner
requested.  If the Board of  Directors  does not accept  your  proposed  revised
delivery  date,  you will be notified of this decision in writing and the Shares
will be delivered to you at the end of the initial deferral period. If the Board
of Directors  accepts your proposal,  you will be bound by the revised  delivery
date, which may not be revoked.

             (c)   Under no circumstances may a deferral period be extended more
than once.

             (d)   All  deferral elections and  distributions from  your deferal
account will be subject to applicable  law,  including  changes in law affecting
outstanding  deferral  elections.  The Board of Directors  has the  authority to
modify  outstanding  deferral  elections to the extent  necessary to comply with
changes in applicable law.]*

     [6. Termination of Service. If your Service with the Company terminates for
any reason  (including in the event of your death or Disability),  Shares on any
deferred  Restricted  Stock  Units  will  be  distributed  to  you  as  soon  as
practicable  following such termination.  If you are deceased,  the Company will
make a  distribution  to your  estate  only  after  the Board of  Directors  has
determined  that the payee is the duly appointed  executor or  administrator  of
your estate.]*

     [7.  Change  in  Control.  In  the  event  of  a  Change  in  Control,  the
distribution  of Shares on any Restricted  Stock Units credited to your deferral
account will be in accordance with the terms of the Plan.]*

     8. Transfer of Award. You may not transfer any interest in Restricted Stock
Units, except by will or the laws of descent and distribution. Any other attempt
to dispose of your interest in Restricted Stock Units will be null and void.

     9. Adjustments.  In the event of any subdivision of the common stock of the
Company,  a declaration  of a dividend  payable in Shares,  or a combination  or
consolidation  of  the  outstanding   common  stock  (by   reclassification   or
otherwise),  the Board of Directors  will make  appropriate  adjustments  to the
number  and kind of  Shares  covered  by the  Restricted  Stock  Units and other
relevant provisions,  to the extent necessary to prevent dilution or enlargement
of the benefits or potential  benefits intended to be provided by the Restricted
Stock  Units.  Any such  determinations  and  adjustments  made by the  Board of
Directors will be binding on all persons.


-----------
*Include if deferral is applicable.


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<PAGE>

     10.  Restrictions  on  Distribution  of  Shares.  The  Company  will not be
required to deliver any Shares until all  applicable  federal and state laws and
regulations  and  all  applicable   national  securities  exchange  or  national
securities  association  rules have been  complied with and all legal matters in
connection  with the issuance  and delivery of the Shares have been  approved by
counsel of the Company.

     11.  Disposition of Securities.  You may dispose of any Shares paid on your
Restricted  Stock Units only  pursuant to an  effective  registration  statement
under  the  Securities  Act of  1933  or an  exemption  or  exclusion  from  the
registration requirement. By accepting the Award and signing this Agreement, you
acknowledge  that you have read and understand the Company's  policy on, and are
aware of and understand  your  obligations  under federal  securities  laws with
respect to, trading in the Company's securities. The Company will have the right
to recover, or receive reimbursement for, any compensation or profit you realize
on the disposition of Shares  received for Restricted  Stock Units to the extent
that the  Company  has a right of recovery  or  reimbursement  under  applicable
securities laws.

     12. Plan Terms Govern.  The grant of Restricted Stock Units, the settlement
of  Restricted  Stock Units in Shares,  and the  disposition  of such Shares are
subject to the  provisions of the Plan and any rules that the Board of Directors
may  prescribe.  The Plan  document,  as may be  amended  from time to time,  is
incorporated into this Agreement.  Capitalized terms used in this Agreement have
the meaning set forth in the Plan, unless otherwise stated in this Agreement. In
the event of any  conflict  between  the terms of the Plan and the terms of this
Agreement,  the Plan will  control.  By  accepting  the Award,  you  acknowledge
receipt of the Plan, as in effect on the date of this Agreement.

     13. Personal Data. To comply with applicable law and to administer the Plan
and this  Agreement  properly,  the  Company and its agents may hold and process
your personal data,  including your home address and Social Security number.  By
accepting  the  Award,  you  expressly  consent  to the use of this  data by the
Company and its agents and to the  transfer of this data  outside the country in
which you perform services or reside.

     14. Limitations.  Nothing in this Agreement or the Plan gives you any right
to  continue  in the  Service  of the  Company  or any of its  Affiliates  or to
interfere  in  any  way  with  the  right  of  the  Board  of  Directors  or the
stockholders to terminate your directorship at any time.  Distribution of Shares
on your Restricted Stock Units is not secured by a trust,  insurance contract or
other funding  medium,  and you do not have any interest in any fund or specific
asset of the Company by reason of this Award or the account  established on your
behalf.  You have no voting  rights  or other  rights  as a  stockholder  of the
Company pursuant to the Restricted Stock Units until Shares are actually paid to
you.

     15.  Incorporation  of  Other  Agreements.  This  Agreement  and  the  Plan
constitute the entire  understanding  between you and the Company  regarding the
Restricted  Stock  Units.  This  Agreement   supersedes  any  prior  agreements,
commitments or negotiations concerning the Restricted Stock Units.

     16.  Severability.  The invalidity or  unenforceability of any provision of
this  Agreement  will not affect the  validity  or  enforceability  of the other
provisions  of the  Agreement,  which  will  remain in full  force  and  effect.
Moreover,  if any provision is found to be excessively


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<PAGE>

broad in duration, scope or covered activity, the provision will be construed so
as to be enforceable to the maximum extent compatible with applicable law.

By accepting this Award and signing below, you confirm the following:


     (i)    you  have  carefully read, fully understand and agree to all of  the
terms and conditions described in this Agreement and the Plan; and


     (ii)   you understand and agree that this Agreement and the Plan constitute
the entire  understanding  between you and the Company  regarding the Award, and
that any prior agreements, commitments or negotiations concerning the Restricted
Stock Units are replaced and superseded.


                                         SILGAN HOLDINGS INC.




                                         By: __________________________________
                                             Name:
                                             Title:


OUTSIDE DIRECTOR



_______________________________________
(Signature)


_______________________________________
(Print Name)


_______________________________________
(Address)


_______________________________________
(City, State, Zip Code)


_______________________________________
(Social Security Number)






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