Exhibit 10.24



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


                            _________________________
                                   (Employee)

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
are paid 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.

     [3. Performance  Measures.  These Restricted Stock Units are intended to be
"performance-based  compensation", as that term is used in Section 162(m) of the
Internal Revenue Code (the "Code"),  and have been granted to you as a result of
the  attainment by the [Company] of its  performance  goals for the  Performance
Cycle beginning on ____________ and ending on _____________, as certified by the
Compensation Committee (the "Committee").]*

     4. Vesting.  The  restrictions  on your  Restricted  Stock Units will lapse
incrementally and your Restricted Stock Units will vest as follows:


                 Years from                 Vesting Percentage
               Date of Grant

         ---------------------------     -------------------------
                     1                              20%

         ---------------------------     -------------------------
                     2                              40%

         ---------------------------     -------------------------
                     3                              60%

         ---------------------------     -------------------------
                     4                              80%

         ---------------------------     -------------------------
                     5                             100%
         ---------------------------     -------------------------

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*Include if grant is performance-based.


<PAGE>

Your vested rights will be calculated on the  anniversary  of the Date of Grant.
No  partial  credit  will be given  for  partial  years of  employment.  If your
employment with the Company  terminates  before your Restricted  Stock Units are
fully vested,  except in the event of a Change in Control,  unvested  Restricted
Stock Units will immediately be forfeited, and your rights with respect to these
Restricted Stock Units will end.

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

         [6. Deferral of Delivery.

             (a)     If you would like to defer delivery of all Shares to a date
subsequent to the date of vesting of the Restricted  Stock Units, you may make a
written  request to the Committee for deferral,  including a suggested  delivery
date no earlier  than 6 years and no later than 15 years  following  the Date of
Grant.  This  request  must be made within 30 days after the Date of Grant.  The
Committee may, in its sole discretion,  determine  whether to permit deferral of
delivery  in the  manner  requested.  If the  Committee  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 as your Restricted Stock Units vest. If
the Committee  accepts your proposal,  subject to Section 7 hereof,  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  employment  with the Company  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 Committee
for an extension of the deferral  period,  including a revised  delivery date no
later than 30 years following the Date of Grant.  The Committee may, in its sole
discretion,  determine  whether to permit  deferral  of  delivery  in the manner
requested. If the Committee 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  Committee
accepts  your  proposal,  subject to Section 7 hereof,  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)     Notwithstanding the foregoing, the  Committee  may, in  its
discretion, distribute Shares from your deferral account prior to the expiration
of your deferral  period in the event you have an  unforeseeable  emergency.  An
"unforeseeable  emergency" for this purpose is an unanticipated emergency caused
by an event beyond your control that would result in severe  financial  hardship
if the distribution were not permitted.  Emergency distributions will be limited
to the amount necessary to satisfy the financial hardship.

             (e)     Except as  otherwise determined  by  the Committee, 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  deferral  account.  Dividend
Equivalents  will be paid to you in cash as soon as practicable  after dividends
are distributed to stockholders.

             (f)     All deferral elections and distributions from your deferral
account will be subject to applicable  law,  including  changes in law affecting
outstanding deferral elections. The


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<PAGE>


Committee  has the  authority to modify  outstanding  deferral  elections to the
extent necessary to comply with changes in applicable law.]**

     [7.  Termination  of  Employment.  If  your  employment  with  the  Company
terminates for any reason  (including in the event of your Retirement,  death or
Disability),  Shares on any  deferred  vested  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.]**

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

     9. Withholdings.  The Company will have the right, prior to the issuance or
delivery of any Shares on your  Restricted  Stock  Units,  to withhold or demand
from you the amount necessary to satisfy the applicable tax  requirements.  Your
withholding obligations will be satisfied through the withholding by the Company
of Shares that otherwise would be issued to you on your Restricted  Stock Units,
unless  you have  notified  the  Company in writing at least 3 days prior to any
date you are to  receive  Shares on your  Restricted  Stock  Units that you will
otherwise  satisfy your  applicable  withholding  tax  obligations  in cash. The
Shares will be valued at their Fair Market  Value as of the date when the Shares
would  otherwise be issued to you.  Only full Shares may be used to satisfy your
withholding tax  obligations.  If the legally  required  minimum tax withholding
would result in a fractional Share being withheld,  the withholding  amount will
be rounded up so that a full Share may be withheld instead.

     10. Transfer of Award. You may not transfer any interest in your 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.

     11. 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 Committee 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 Committee will be
binding on all persons.

     12.  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.

     13.  Disposition  of  Securities.  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


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**Include if deferral is applicable.



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<PAGE>


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. If you are
an  "affiliate"  of the  Company,  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.

     14. 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  Committee  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.

     15. 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,  Social  Security  number,
employment  status,  hire date and termination date. 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.

     16. Limitations.  Nothing in this Agreement or the Plan gives you any right
to  continue  in the  employ  of the  Company  or  any of its  Affiliates  or to
interfere in any way with the right of the Company or any of its  Affiliates  to
terminate your employment 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 distributed to you.

     17.  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.

     18.  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 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.


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<PAGE>


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:


EMPLOYEE



_______________________________________
(Signature)


_______________________________________
(Print Name)


_______________________________________
(Address)


_______________________________________
(City, State, Zip Code)


_______________________________________
(Social Security Number)






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