10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

[ X ]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007

[    ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ________ TO _________

COMMISSION FILE NUMBER 0-50189

CROWN HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	75-3099507
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Crown Way, Philadelphia, PA	19154-4599
(Address of principal executive offices)	(Zip Code)

215-698-5100

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes   X   No  __

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer   X           Accelerated filer   __           Non-accelerated filer   __

Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2).
   Yes   __   No  X

There were 163,509,135 shares of Common Stock outstanding as of April 30, 2007.

Crown Holdings, Inc.

FORM 10-Q
FOR QUARTER ENDED MARCH 31, 2007

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

			Page Number
Item 1	Financial Statements
Consolidated Statements of Operations			2
Consolidated Balance Sheets			3
Consolidated Statements of Cash Flows			4
Consolidated Statements of Changes in Shareholders’ Deficit and Comprehensive Income / (Loss)			5
Notes To Consolidated Financial Statements
A.	Statement of Information Furnished		6
B.	Recent Accounting and Reporting Pronouncements		6
C.	Discontinued Operations		7
D.	Stock-Based Compensation		7
E.	Goodwill		8
F.	Inventories		8
G.	Restructuring		8
H.	Asbestos-Related Liabilities		8
I	Commitments and Contingent Liabilities		10
J.	Earnings Per Share		11
K.	Pension and Postretirement Benefits		12
L.	Income Taxes		12
M.	Segment Information		13
N.	Condensed Combining Financial Information		14
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Introduction		32
	Executive Overview		32
	Results of Operations		32
	Liquidity and Capital Resources		34
	Forward Looking Statements		36
Item 3	Quantitative and Qualitative Disclosures About Market Risk		36
Item 4	Controls and Procedures		36
		PART II – OTHER INFORMATION
Item 1	Legal Proceedings		37
Item 1A	Risk Factors		37
Item 2	Unregistered Sale of Equity Securities and Use of Proceeds		37
Item 4	Submission of Matters to Vote of Security Holders		37
Item 5	Other Information		38
Item 6	Exhibits		38
Signature			40

Crown Holdings, Inc.

PART I - FINANCIAL INFORMATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions except share and per share data)
(Unaudited)

	Three months ended March 31
	2007				2006
Net sales		$	1,713			$	1,524
Cost of products sold, excluding depreciation and amortization			1,445				1,284
Depreciation and amortization			55				54
Gross profit			213				186
Selling and administrative expense			95				81
Provision for restructuring							9
Gain on sale of assets					(		1	)
Interest expense			76				67
Interest income	(		3	)	(		3	)
Translation and exchange adjustments	(		1	)
Income from continuing operations before income taxes,      minority interests and equity earnings			46				33
Provision for income taxes			18				7
Minority interests and equity earnings	(		12	)	(		14	)
Income from continuing operations			16				12
Loss from discontinued operations					(		2	)
Net income		$	16			$	10
Basic earnings/(loss) per average common share:
Continuing operations		$	0.10			$	0.07
Discontinued operations					(		0.01	)
Net income		$	0.10			$	0.06
Diluted earnings/(loss) per average common share:
Continuing operations		$	0.10		(	$	0.07
Discontinued operations					(		0.01	)
Net income		$	0.10			$	0.06
Weighted average common shares outstanding:
Basic			162,273,457				167,075,638
Diluted			166,681,273				171,640,555

The accompanying notes are an integral part of these consolidated financial statements.

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Crown Holdings, Inc.

CONSOLIDATED BALANCE SHEETS (Condensed)

(In millions)

(Unaudited)

		March 31, 2007				December 31, 2006
Assets
Current assets
Cash and cash equivalents		$	278			$	407
Receivables, net			861				689
Inventories			1,060				906
Prepaid expenses and other current assets			68				60
Total current assets			2,267				2,062
Goodwill			2,200				2,185
Property, plant and equipment, net			1,594				1,608
Other non-current assets			521				503
Total		$	6,582			$	6,358
Liabilities and shareholders’ deficit
Current liabilities
Short-term debt		$	90			$	78
Current maturities of long-term debt			41				43
Accounts payable and accrued liabilities			1,800				1,796
Income taxes payable			26				39
Total current liabilities			1,957				1,956
Long-term debt, excluding current maturities			3,578				3,420
Postretirement and pension liabilities			740				749
Other non-current liabilities			532				499
Minority interests			288				279
Commitments and contingent liabilities (Note I)
Shareholders’ deficit	(		513	)	(		545	)
Total		$	6,582			$	6,358

The accompanying notes are an integral part of these consolidated financial statements.

3

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)

(In millions)
(Unaudited)

Three months ended March 31		2007				2006
Net cash used for operating activities	(	$	234	)	(	$	178	)
Cash flows from investing activities
Capital expenditures	(		44	)	(		54	)
Other	(		2	)			14
Net cash used for investing activities	(		46	)	(		40	)
Cash flows from financing activities
Proceeds from long-term debt			5				9
Payments of long-term debt	(		9	)	(		4	)
Net change in short-term debt			151				208
Common stock issued			3				10
Common stock repurchased					(		9	)
Dividends paid to minority interests	(		4	)	(		3	)
Net cash provided by financing activities			146				211
Effect of exchange rate changes on cash and cash equivalents			5				6
Net change in cash and cash equivalents	(		129	)	(		1	)
Cash and cash equivalents at January 1			407				294
Cash and cash equivalents at March 31		$	278			$	293

The accompanying notes are an integral part of these consolidated financial statements.

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Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
AND COMPREHENSIVE INCOME / (LOSS)

(In millions)
(Unaudited)

	Comprehensive		| | |	Common	Paid-In		Accumulated		Treasury		Accumulated Other Comprehensive
	Income		|	Stock	Capital		Deficit		Stock		Loss		Total
			|
Balance at January 1, 2006			|	$929	$1,674		($1,526	)	($94	)	($1,219	)	($236	)
Net income	$10		|				10						10
Translation adjustments	10		|								10		10
Derivatives qualifying as hedges	2		|								2		2
Available for sale securities	0		|
			|
Comprehensive income	$22		|
			|
Restricted stock awarded			|		(         2	)			2
Stock-based compensation			|		3								3
Stock repurchased			|		(         7	)			(    2	)			(      9	)
Common stock issued —benefit plans			|		2				8				10
			|
			|
Balance at March 31, 2006			|	$929	$1,670		($1,516	)	($86	)	($1,207	)	($210	)
Balance at January 1, 2007			|	$929	$1,589		($1,217	)	($115	)	($1,731	)	($545	)
Net income	$16		|				16						16
Translation adjustments	3		|								3		3
Amortization of prior service cost - pension	(    1	)	|								(         1	)	(      1	)
Amortization of net loss - pension, net of tax	18		|								18		18
Amortization of prior service credit - postretirement	(    4	)	|								(         4	)	(      4	)
Amortization of net loss - postretirement	3		|								3		3
Derivatives qualifying as hedges	3		|								3		3
Available for sale securities	2		|								2		2
			|
Comprehensive income	$40		|
			|
Adoption of FIN 48 - Note L			|				(       16	)					(    16	)
Restricted stock awarded			|		(         2	)			2
Stock-based compensation			|		5								5
Common stock issued —benefit plans			|		2				1				3
			|
			|
Balance at March 31, 2007			|	$929	$1,594		($1,217	)	($112	)	($1,707	)	($513	)

The accompanying notes are an integral part of these consolidated financial statements.

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Crown Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share and statistical data)
(Unaudited)

A.	Statement of Information Furnished
	The consolidated financial statements include the accounts of Crown Holdings, Inc. and its consolidated subsidiaries (the “Company”). The accompanying unaudited interim consolidated financial statements have been prepared by the Company in accordance with Form 10-Q instructions. In the opinion of management, these consolidated financial statements contain all adjustments of a normal and recurring nature necessary for a fair statement of the financial position of Crown Holdings, Inc. as of March 31, 2007 and the results of its operations and cash flows for the three month periods ended March 31, 2007 and 2006. These results have been determined on the basis of U.S. generally accepted accounting principles and practices consistently applied.
	Certain information and footnote disclosures, normally included in financial statements presented in accordance with U.S. generally accepted accounting principles, have been condensed or omitted. The December 31, 2006 balance sheet data was derived from the audited consolidated financial statements as of December 31, 2006. The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

B.	Recent Accounting and Reporting Pronouncements
	Effective January 1, 2007, the Company adopted the following accounting and reporting standards:
	FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109,” which requires that the impact of a tax position be recognized if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The tax position is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. Adoption of FIN 48 resulted in a charge of $16 to accumulated deficit as of January 1, 2007. See Note L for additional information.
	FASB Staff Position No. AUG AIR-1 (“FSP AUG AIR-1”), which prohibits the use of the accrue-in-advance method of accounting for planned major maintenance activities in annual and interim financial statements, and permits the use of the direct expensing and deferral methods. Effective January 1, 2007, the Company is using the direct expensing method in its annual and interim financial statements. The Company expensed annual planned major maintenance costs on a straight-line basis over the course of the year under its previous policy. The adoption of FSP AUG AIR-1 will have no impact on the Company’s annual financial statements, but will result in a decrease of $3 and an increase of $3, respectively, in cost of products sold from the amounts reported in the consolidated statements of operations in the first and fourth quarters of 2006.
	SFAS 155 (“FAS 155”), “Accounting for Certain Hybrid Financial Instruments," which amends the guidance in FAS 133, “Accounting for Derivative Instruments and Hedging Activities” and FAS 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” The standard allows financial instruments that have embedded derivatives to be accounted for as a whole (eliminating the need to bifurcate the derivative from its host) if the holder elects to account for the whole instrument on a fair value basis. The adoption of FAS 155 had no effect on the results of operations or financial position of the Company.
	SFAS No. 156 (“FAS 156”), “Accounting for Servicing of Financial Assets – An Amendment of FASB Statement No. 140,” which among other things, requires a company to recognize a servicing asset or servicing liability when it undertakes an obligation to service a financial asset by entering into a servicing contract under certain situations. The adoption of FAS 156 did not have a material impact on the results of operations or financial position of the Company.

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Crown Holdings, Inc.

C.	Discontinued Operations
	During 2006, the Company sold its remaining European plastics operations and its Americas health and beauty care operations. The results of operations for 2006 have been recast to report the divested businesses within discontinued operations in the accompanying statement of operations. The divested businesses had net sales of $55 in the first quarter of 2006. The segment results in Note M and the Condensed Combining Statements of Operations in Note N also reflect the reclassification of the divested businesses to discontinued operations. The Consolidated Statements of Cash Flows, including those in Note N, were not recast to separately report the cash flows of the discontinued operations. No interest expense was allocated to discontinued operations and, therefore, all of the Company’s interest expense was included within continuing operations.
	The components of loss from discontinued operations are presented below.

		2006
Loss before tax	(	$	2	)
Income tax on operations			0
Gain on disposal			2
Tax on disposal	(		2	)
	(	$	2	)

The activity in discontinued operations included the effect of certain purchase price adjustments from the sale of the Company’s plastic closures busineses in 2005.

D.	Stock-Based Compensation
	During the first quarter of 2007, the Company granted approximately 3.7 million stock options to employees. The options have a ten-year contractual life and vest ratably over six years at 20% per year with the initial vesting scheduled on the second anniversary after the grant. Also during the first quarter of 2007, the Company awarded 394,221 shares of restricted stock to certain senior executives, including 136,003 shares that contain a market performance feature. The service-based shares of restricted stock vest ratably over three years on the anniversary date of the grant and had a grant-date fair value of $21.64. The performance shares vest at the end of three years based on the results of a market performance criterion. The market performance criterion is the median Total Shareholder Return (“TSR”), which includes share price appreciation and dividends paid, of the Company during the three-year term of the grant measured against a peer group of companies. The number of shares which ultimately vest in 2010 is based on the level of performance achieved, ranges between 0% and 200% of the shares awarded, and will be settled in stock. The estimated fair value of each performance share was calculated as $25.36 using a Monte Carlo valuation model.
	Unrecognized compensation cost related to unvested stock options and restricted stock was $35 and $14, respectively, at March 31, 2007. The weighted average period over which the expense is expected to be recognized is 5.9 years for stock options and 1.9 years for restricted stock.
	As of March 31, 2007, there were 11,071,482 options that were fully vested or expected to vest of which 7,658,045 were exercisable. The weighted average exercise price of options fully vested or expected to vest and options exercisable was $16.06 and $12.79, respectively; the aggregate intrinsic value was $105 and $101, respectively; and the weighted average remaining contractual life was 6.5 years and 4.9 years, respectively.

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Crown Holdings, Inc.

E.	Goodwill
	The changes in the carrying amount of goodwill by reportable segment for the three-month period ended March 31, 2007 were as follows:

	Americas	North America	European	European	Non-reportable
	Beverage	Food	Beverage	Food	segments	Total
Balance at January 1, 2007	$420	$151	$750	$703	$161	$2,185
Foreign currency translation      and other		1		2	12	15
Balance at March 31, 2007	$420	$152	$750	$705	$173	$2,200

F. Inventories

	March 31,		December 31,
	2007		2006
Finished goods	$	440	$	308
Work in process		139		122
Raw materials and supplies		481		476
	$	1,060	$	906

G. Restructuring

The components of the outstanding restructuring reserve and movements within these components during the three months ended March 31, 2007 and 2006, respectively, were as follows:

	Termination		Other Exit
	Benefits		Costs	Total
Balance at January 1, 2006	$12		$  1	$13
Provision	5		4	9
Balance at March 31, 2006	$17		$  5	$22
Balance at January 1, 2007	$  7		$  4	$11
Payments	(    5	)		(    5	)
Balance at March 31, 2007	$  2		$  4	$  6

The charge of $9 in 2006 included $5 for severance costs in the European Food segment to close a plant, and $4 of corporate charges for the estimated settlement costs of a labor dispute related to prior restructurings.

H. Asbestos–Related Liabilities

Crown Cork & Seal Company, Inc. (“Crown Cork”) is one of many defendants in a substantial number of lawsuits filed throughout the United States by persons alleging bodily injury as a result of exposure to asbestos. These claims arose from the insulation operations of a U.S. company, the majority of whose stock Crown Cork purchased in 1963. Approximately ninety days after the stock purchase, this U.S. company sold its insulation assets and was later merged into Crown Cork.

Prior to 1998, the amounts paid to asbestos claimants were covered by a fund made available to Crown Cork under a 1985 settlement with carriers insuring Crown Cork through 1976, when Crown Cork became self-insured. The fund was depleted in 1998 and the Company has no remaining coverage for asbestos-related costs.

8

Crown Holdings, Inc.

In April 2007, May 2006, May 2005, January 2005 and April 2004, the States of Georgia, South Carolina, Florida, Ohio and Mississippi, respectively, enacted legislation that limits the asbestos-related liabilities under state law of companies such as Crown Cork that allegedly incurred these liabilities because they are successors by corporate merger to companies that had been involved with asbestos. The new legislation, which applies to future and, with the exception of Georgia and South Carolina, pending claims, caps asbestos-related liabilities at the fair market value of the predecessor’s total gross assets adjusted for inflation. Crown Cork has paid significantly more for asbestos-related claims than the total value of its predecessor’s assets adjusted for inflation. Crown Cork has integrated the legislation into its claims defense strategy. The Company cautions, however, that the legislation may be challenged and there can be no assurance regarding the ultimate effect of the legislation on Crown Cork.

In June 2003, the State of Texas enacted legislation that limits the asbestos-related liabilities in Texas courts of companies such as Crown Cork that allegedly incurred these liabilities because they are successors by corporate merger to companies that had been involved with asbestos. The Texas legislation, which applies to future claims and pending claims, caps asbestos-related liabilities at the total gross value of the predecessor’s assets adjusted for inflation. Crown Cork has paid significantly more for asbestos-related claims than the total adjusted value of its predecessor’s assets. On October 31, 2003, Crown Cork received a favorable ruling on its motion for summary judgment in two asbestos-related cases pending against it in the district court of Harris County, Texas (in Re Asbestos Litigation No. 90-23333, District Court, Harris County, Texas), which were appealed. On May 4, 2006, the Texas Fourteenth Court of Appeals upheld the favorable ruling in one of the two cases (Barbara Robinson v. Crown Cork & Seal Company, Inc., No. 14-04-00658-CV, Fourteenth Court of Appeals, Texas). The Appeals Court decision has been appealed by the plaintiff. In addition, a favorable ruling for summary judgment in an asbestos case pending against Crown Cork in the district court of Travis County, Texas (in Re Rosemarie Satterfield as Representative of the Estate of Jerrold Braley Deceased v. Crown Cork & Seal Company, Inc. District Court Travis County, 98th Judicial District Cause No. GN-203572) has been appealed. Although the Company believes that the rulings of the District Court and Appeals Court are correct, there can be no assurance that the legislation will be upheld by the Texas courts on appeal or in other cases that may challenge the legislation.

In December 2001, the Commonwealth of Pennsylvania enacted legislation that limits the asbestos-related liabilities of Pennsylvania corporations that are successors by corporate merger to companies involved with asbestos. The legislation limits the successor’s liability for asbestos to the acquired company’s asset value adjusted for inflation. Crown Cork has already paid significantly more for asbestos-related claims than the acquired company’s adjusted asset value. On February 20, 2004, the Supreme Court of Pennsylvania reversed the June 11, 2002 order of the Philadelphia Court of Common Pleas, in which the Court of Common Pleas ruled favorably on a motion by Crown Cork for summary judgment regarding 376 pending asbestos-related cases against Crown Cork in Philadelphia and remanded the cases to the Philadelphia Court of Common Pleas (Ieropoli v. AC&S Corporation, et. al., No. 117 EM 2002). The Court ruled that the new statute, as applied, violated the Pennsylvania Constitution because it retroactively extinguished the plaintiffs’ pre-existing and accrued causes of action. The Company believes that the ruling by the court was limited only to cases which were pending at the time the legislation was enacted. In November 2004, the Commonwealth of Pennsylvania enacted legislation amending the 2001 successor liability statute providing that the 2001 statute applies only to asbestos-related claims with respect to which the two-year statute of limitations for asbestos-related claims began to run after the statute was enacted on December 17, 2001. On July 28, 2005, the Philadelphia Court of Common Pleas granted Crown Cork’s global motion for summary judgment to dismiss all pending asbestos-related cases filed in the court after December 17, 2003 (In re: Asbestos-Litigation October term 1986, No. 001). These decisions remain subject to potential appeal by the plaintiffs and, in five cases, a notice of appeal to the Superior Court of Pennsylvania has been filed by the plaintiffs. The Company cautions that the Company’s position regarding the limitation of the Pennsylvania Supreme Court ruling may not be upheld.

In recent years, certain other state and federal legislators have considered legislation to reform the treatment of asbestos-related personal injury claims. The Fairness in Asbestos Injury Resolution Act of 2005 (the “FAIR Bill”) was introduced in the United States Senate in April 2005, and was defeated in a procedural vote in the Senate in February 2006 and motion for reconsideration was filed. The FAIR Bill would create a national trust fund in lieu of state and federal litigation to compensate people with asbestos-related diseases. The trust fund would require contributions from companies, such as Crown Cork, that have made past payments for asbestos-related personal injury claims and would limit the payments made by such companies relating to asbestos-related liabilities during the life of the fund. There can be no assurance that federal asbestos legislation, such as the FAIR Bill, will be passed into law or the form that any such legislation will take. Due to this uncertainty, the Company has not considered possible federal legislation in evaluating the adequacy of the Company’s reserve for asbestos-related claims.

9

Crown Holdings, Inc.

During the three months ended March 31, 2007, Crown Cork received approximately 1,000 new claims, settled or dismissed approximately 1,000 claims for a total of $2 and had approximately 79,000 claims outstanding at the end of the period. Settlement amounts include amounts committed to be paid in future periods.

As of March 31, 2007, the Company’s accrual for pending and future asbestos-related claims was $194. The Company estimates that its probable and estimable liability for pending and future asbestos-related claims will range between $194 and $243. The accrual balance of $194 includes $115 for unasserted claims and $6 for committed settlements that will be paid over time.

Historically (1977-2006), Crown Cork estimates that approximately one-quarter of all asbestos-related claims made against it have been asserted by claimants who claim first exposure to asbestos after 1964. However, because of Crown Cork’s settlement experience to date and the increased difficulty of establishing identification of the subsidiary’s insulation products as the cause of injury by persons alleging first exposure to asbestos after 1964, the Company has not included in its accrual and range of potential liability any amounts for settlements by persons alleging first exposure to asbestos after 1964.

Assumptions underlying the accrual and the range of potential liability include that claims for exposure to asbestos that occurred after the sale of the U.S. company’s insulation business in 1964 would not be entitled to settlement payouts and that the Georgia, South Carolina, Florida, Ohio, Mississippi, Texas and Pennsylvania asbestos legislation described above are expected to have a highly favorable impact on Crown Cork’s ability to settle or defend against asbestos-related claims in those states, and other states where Pennsylvania law may apply. The Company’s accrual includes estimates for probable costs for claims through the year 2016. The upper end of the Company’s estimated range of possible asbestos costs of $243 includes claims beyond that date.

While it is not possible to predict the ultimate outcome of the asbestos-related claims and settlements, the Company believes that resolution of these matters is not expected to have a material adverse effect on the Company’s financial position. The Company cautions, however, that estimates for asbestos cases and settlements are difficult to predict and may be influenced by many factors. In addition, there can be no assurance regarding the validity or correctness of the Company’s assumptions or beliefs underlying its accrual and the estimated range of potential liability. Unfavorable court decisions or other adverse developments may require the Company to substantially increase its accrual or change its estimate. Accordingly, these matters, if resolved in a manner different from the estimate, could have a material effect on the Company’s results of operations, financial position and cash flow.

I. Commitments and Contingent Liabilities

In 2003, Crown Cork amended the retiree medical benefits that it had been providing to approximately 10,000 retirees pursuant to a series of collective bargaining agreements between Crown Cork and certain unions. The amendments increased maximum coverage, required additional retiree contributions for medical and prescription drug costs and reduced other coverage benefits. Crown Cork is a party to litigation in which the USWA and IAM unions and retirees claim that the retiree medical benefits were vested and that the amendments breached the applicable collective bargaining agreements in violation of ERISA and the Labor Management Relations Act. In binding arbitration regarding the USWA matter the arbitrator ruled in favor of the USWA parties with respect to employees who retired prior to the 1993 collective bargaining agreement and in favor of Crown Cork with respect to employees who retired under the 1993 and 1998 collective bargaining agreements. The parties are in the remedy stage of the arbitration with respect to employees who retired prior to the 1993 agreement and the ultimate remedy is uncertain. The Company believes the remedy is not expected to have a material adverse effect on its financial position or cash flow.

10

Crown Holdings, Inc.

With respect to litigation involving Crown Cork and the IAM parties, a federal district court in Nebraska ruled that, pursuant to the collective bargaining agreement, the matter should be resolved through arbitration. Crown Cork has appealed that decision to the Eighth Circuit Court of Appeals. The Company believes that it had the right to make such amendments and intends to contest the matter vigorously. However, the ultimate outcome of the IAM case is uncertain and if it is decided adversely, the Company could be required to restore all or a portion of the retiree medical benefits to their pre-amendment levels. Restoration of the IAM retiree medical benefits to their pre-amendment levels would increase the accumulated postretirement obligation by approximately $49, the annual charge to income by approximately $8, and the annual payments to retirees by approximately $2 in the initial years after restoration.

The Company is subject to various other lawsuits and claims with respect to labor, environmental, securities, vendor and other matters arising out of the normal course of business. While the impact on future financial results is not subject to reasonable estimation because considerable uncertainty exists, management believes that the ultimate liabilities resulting from such lawsuits and claims will not materially affect the results of operations, financial position or cash flow of the Company.

The Company has various commitments to purchase materials and supplies as part of the ordinary conduct of business. The Company’s basic raw materials for its products are tinplate and aluminum, both of which are purchased from multiple sources. The Company is subject to fluctuations in the cost of these raw materials and has periodically adjusted its selling prices to certain customers to reflect these movements. There can be no assurances, however, that the Company will be able to fully recover any increases or fluctuations in raw material costs from its customers. The Company also has commitments for standby letters of credit and for purchases of capital assets.

At March 31, 2007, the Company had certain indemnification agreements covering environmental remediation and other potential costs associated with properties sold or businesses divested. The Company accrues for costs associated with such indemnifications and potential costs when it is probable that a liability has been incurred and the amount can be reasonably estimated. At March 31, 2007, the Company also had guarantees of $24 related to the residual values of leased assets.

J. Earnings Per Share

The following table summarizes the basic and diluted earnings per share computations for the periods ended March 31, 2007 and 2006, respectively:

	Three Months Ended March 31,
Earnings	2007		2006
Income from continuing operations	$	16	$	12
Weighted average shares outstanding:
Basic		162.3		167.1
Add: dilutive stock options and restricted stock		4.4		4.5
Diluted		166.7		171.6
Basic and diluted earnings per share - continuing operations	$	0.10	$	0.07

Excluded from the computation of diluted earnings per share were common shares contingently issuable upon the exercise of outstanding stock options, amounting to 2.6 million shares for the three months ended March 31, 2007 and 3.4 million shares for the same period in 2006. These shares were excluded because the exercise prices of the then outstanding options were above the average market prices for the related periods.

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Crown Holdings, Inc.

K. Pension and Other Postretirement Benefits

The components of net periodic pension and other postretirement benefits costs for the three months ended March 31 were as follows:

Pension Benefits		U.S. Plans								Non-U.S. Plans
		2007				2006				2007				2006
Service cost		$	2			$	2			$	9			$	9
Interest cost			19				19				41				36
Expected return on plan assets	(		28	)	(		27	)	(		59	)	(		51	)
Recognized prior service cost/(credit)			1				1		(		2	)	(		2	)
Recognized net loss			12				15				7				9
Net periodic cost/(credit)		$	6			$	10		(	$	4	)		$	1

Other Postretirement Benefits
		2007				2006
Service cost		$	1			$	1
Interest cost			9				9
Recognized prior service credit	(		4	)	(		4	)
Recognized net loss			3				4
Net periodic cost		$	9			$	10

L. Income Taxes

As discussed in Note B, the Company adopted FIN 48 effective January 1, 2007, and recorded a charge of $16 to its accumulated deficit.

As of January 1, 2007, after the adoption of FIN 48, total unrecognized tax benefits were $64 and the reserve for related interest and penalties was $3. The $64 of unrecognized benefits included $36 related to a claim filed by the Company in the United States Court of Federal Claims to recover U.S. federal taxes paid in prior years. The Company’s claim relates to the timing of the deductibility of certain payments made in 1993 to 1995. In addition to the $36, the $64 also included reserves for potential liabilities related to transfer pricing, withholding taxes and deductibility of losses.

Interest and penalties are recorded in the statement of operations as interest expense and provision for income taxes, respectively. The total interest and penalties recorded in the statement of operations was less than $1 in the first quarter of 2007.

The unrecognized benefits of $64 as of January 1, 2007 included $57 that, if recognized, would affect the effective tax rate. Of the $7 of remaining unrecognized benefits, $5 would have no effect due to valuation allowances in certain jurisdictions, and $2 would reduce goodwill if recognized. The Company’s unrecognized tax benefits are expected to increase in the next twelve months as it continues its current transfer pricing policies, and are expected to decrease as open tax years or claims are settled. The Company is unable to estimate a range of reasonably possible changes in its unrecognized tax benefits in the next twelve months as it is unable to predict when, or if, the tax authorities will commence their audits, the time needed for the audits, and the audit findings that will require settlement with the applicable tax authorities, if any. In addition, the Company is unable to estimate the timing of the resolution of its U.S. tax claim.

The tax years that remained subject to examination by major tax jurisdiction as of January 1, 2007 were the United States (2003 onward), United Kingdom (2001 onward), France (2004 onward), Germany (2001 onward), Italy (2003 onward), Spain (2002 onward) and Canada (2002 onward).

12

Crown Holdings, Inc.

M. Segment Information

The Company’s business is organized geographically within three divisions, Americas, Europe and Asia-Pacific. Within the Americas and Europe, the Company has determined that it has the following reportable segments organized along a combination of product lines and geographic areas: Americas Beverage and North America Food within the Americas, and European Beverage, European Food and European Specialty Packaging within Europe.

The Company evaluates performance and allocates resources based on segment income. Segment income, which is not a defined term under U.S. generally accepted accounting principles, is defined by the Company as gross profit less selling and administrative expenses. Segment income should not be considered in isolation or as a substitute for net income data prepared in accordance with GAAP and may not be comparable to calculations of similarly titled measures by other companies.

The tables below present information about operating segments for the three months ended March 31, 2007 and 2006:

2007	External sales	Segment income
Americas Beverage	$   393	$  37
North America Food	185	10
European Beverage	281	30
European Food	446	38
European Specialty Packaging	103	1
Total reportable segments	1,408	$116
Non-reportable segments	305
Total	$1,713

2006	External sales	Segment income
Americas Beverage	$   347	$  28
North America Food	182	8
European Beverage	238	25
European Food	411	42
European Specialty Packaging	86	2
Total reportable segments	1,264	$105
Non-reportable segments	260
Total	$1,524

A reconciliation of segment income of reportable segments to consolidated income from continuing operations before income taxes, minority interests and equity earnings for the three months ended March 31, 2007 and 2006 follows:

	2007		2006
Segment income of reportable segments	$116		$105
Segment income of non-reportable segments	34		31
Corporate and unallocated items	(    32	)	(    31	)
Provision for restructuring			(      9	)
Gain on sale of assets			1
Interest expense	(    76	)	(    67	)
Interest income	3		3
Translation and exchange adjustments	1
Income from continuing operations before income       taxes, minority interests and equity earnings	$  46		$  33

“Corporate and unallocated items” includes corporate and division administrative costs, technology costs, and unallocated items such as the U.S. and U.K. pension plan costs.

13

Crown Holdings, Inc.

N. Condensed Combining Financial Information

Crown European Holdings (Issuer), a 100% owned subsidiary of the Company, has outstanding senior notes that are fully and unconditionally guaranteed by Crown Holdings, Inc. and certain subsidiaries. The guarantors are 100% owned by the Company and the guarantees are made on a joint and several basis. The guarantor column includes financial information for all subsidiaries in the United States (except for an insurance subsidiary and a receivable securitization subsidiary), and substantially all subsidiaries in the United Kingdom, France, Germany, Belgium, Canada, Mexico and Switzerland. The following condensed combining financial statements:

•     statements of operations and cash flows for the three months ended March 31, 2007 and 2006, and

•     balance sheets as of March 31, 2007 and December 31, 2006

are presented on the following pages to comply with the Company’s requirements under Rule 3-10 of Regulation S-X.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended March 31, 2007
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net sales				$1,058		$655				$1,713
Cost of products sold, excluding depreciation
and amortization		($3	)	899		549				1,445
Depreciation and amortization				34		21				55
Gross profit		3		125		85				213
Selling and administrative expense				70		25				95
Net interest expense		23		47		3				73
Technology royalty				(7	)	7
Translation and exchange adjustments				(1	)					(1	)
Income/(loss) before income taxes, minority interests       and equity earnings		(20	)	16		50				46
Provision for income taxes				6		12				18
Equity earnings	$16	35		6				($57	)
Income before minority interests and equity earnings	16	15		16		38		(57	)	28
Minority interests and equity earnings						(12	)			(12	)
Net income	$16	$15		$16		$26		($57	)	$16

14

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended March 31, 2006
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net sales				$955		$569				$1,524
Cost of products sold, excluding depreciation
and amortization		($5	)	817		472				1,284
Depreciation and amortization				35		19				54
Gross profit		5		103		78				186
Selling and administrative expense				59		22				81
Provision for restructuring				4		5				9
(Gain)/loss on sale of assets		(7	)	7		(1	)			(1	)
Net interest expense		14		50						64
Technology royalty				(6	)	6
Translation and exchange adjustments		2		(2	)
Income/(loss) from continuing operations before
income taxes, minority interests and equity earnings		(4	)	(9	)	46				33
Provision/(benefit) for income taxes				(4	)	11				7
Equity earnings	$10	13		18				($41	)
Income from continuing operations before
minority interests and equity earnings	10	9		13		35		(41	)	26
Minority interests and equity earnings						(14	)			(14	)
Income from continuing operations	10	9		13		21		(41	)	12
Discontinued operations
Loss before income taxes				(1	)					(1	)
Provision/(benefit) for income taxes				2		(1	)			1
Net income	$10	$9		$10		$22		($41	)	$10

15

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of March 31, 2007
(in millions)

	Parent		Issuer	Guarantors		Non Guarantors	Eliminations		Total Company
Assets
Current assets
Cash and cash equivalents				$45		$233			$278
Receivables, net			$71	164		626			861
Intercompany receivables			2	70		38	($110	)
Inventories				559		501			1,060
Prepaid expenses and other current assets	$3		9	54		2			68
Total current assets	3		82	892		1,400	(110	)	2,267
Intercompany debt receivables			1,407	1,475		255	(3,137	)
Investments in subsidiaries	(399	)	2,715	(424	)		(1,892	)
Goodwill				1,557		643			2,200
Property, plant and equipment, net				874		720			1,594
Other non-current assets			10	427		84			521
Total	($396	)	$4,214	$4,801		$3,102	($5,139	)	$6,582
Liabilities and shareholders’ equity/(deficit)
Current liabilities
Short-term debt			$15	$17		$58			$90
Current maturities of long-term debt			4	5		32			41
Accounts payable and accrued liabilities	$11		24	1,088		677			1,800
Intercompany payables				38		72	($110	)
Income taxes payable				21		5			26
Total current liabilities	11		43	1,169		844	(110	)	1,957
Long-term debt, excluding current maturities			1,205	2,306		67			3,578
Long-term intercompany debt	106		2,083	676		272	(3,137	)
Postretirement and pension liabilities				723		17			740
Other non-current liabilities			58	326		148			532
Minority interests						288			288
Commitments and contingent liabilities
Shareholders’ equity/(deficit)	(513	)	825	(399	)	1,466	(1,892	)	(513	)
Total	($396	)	$4,214	$4,801		$3,102	($5,139	)	$6,582

16

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2006
(in millions)

	Parent		Issuer	Guarantors		Non Guarantors	Eliminations		Total Company
Assets
Current assets
Cash and cash equivalents				$97		$310			$407
Receivables, net			$98	109		482			689
Intercompany receivables			1	55		31	($87	)
Inventories				489		417			906
Prepaid expenses and other current assets	$1		23	34		2			60
Total current assets	1		122	784		1,242	(87	)	2,062
Intercompany debt receivables			1,308	1,468		257	(3,033	)
Investments in subsidiaries	(425	)	2,696	(425	)		(1,846	)
Goodwill				1,547		638			2,185
Property, plant and equipment, net				888		720			1,608
Other non-current assets			25	398		80			503
Total	($424	)	$4,151	$4,660		$2,937	($4,966	)	$6,358
Liabilities and shareholders’ equity/(deficit)
Current liabilities
Short-term debt			$12	$5		$61			$78
Current maturities of long-term debt			4	5		34			43
Accounts payable and accrued liabilities	$4		39	1,059		694			1,796
Intercompany payables			2	29		56	($87	)
Income taxes payable			3	36					39
Total current liabilities	4		60	1,134		845	(87	)	1,956
Long-term debt, excluding current maturities			1,096	2,256		68			3,420
Long-term intercompany debt	117		2,107	631		178	(3,033	)
Postretirement and pension liabilities				735		14			749
Other non-current liabilities			55	329		115			499
Minority interests						279			279
Commitments and contingent liabilities
Shareholders’ equity/(deficit)	(545	)	833	(425	)	1,438	(1,846	)	(545	)
Total	($424	)	$4,151	$4,660		$2,937	($4,966	)	$6,358

17

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the three months ended March 31, 2007
(in millions)

	Parent		Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net cash provided by/(used for) operating activities	$7		($41	)	($159	)	($41	)			($234	)
Cash flows from investing activities
Capital expenditures					(25	)	(19	)			(44	)
Intercompany investing activities					6				($6	)
Other, net					(2	)					(2	)
Net cash used for investing activities					(21	)	(19	)	(6	)	(46	)
Cash flows from financing activities
Proceeds from long–term debt							5				5
Payments of long–term debt							(9	)			(9	)
Net change in short-term debt			96		57		(2	)			151
Net change in long-term intercompany balances	(10	)	(55	)	70		(5	)
Dividends paid							(6	)	6
Common stock issued	3										3
Dividends paid to minority interests							(4	)			(4	)
Net cash provided by/(used for) financing activities	(7	)	41		127		(21	)	6		146
Effect of exchange rate changes on cash and cash equivalents							5				5
Net change in cash and cash equivalents					(53	)	(76	)			(129	)
Cash and cash equivalents at January 1					97		310				407
Cash and cash equivalents at March 31	$0		$0		$44		$234		$0		$278

18

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the three months ended March 31, 2006
(in millions)

	Parent		Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net cash provided by / (used for) operating activities	($1	)	($25	)	($181	)	$29				($178	)
Cash flows from investing activities
Capital expenditures					(19	)	(35	)			(54	)
Intercompany investing activities			(157	)	162				($5	)
Other, net							14				14
Net cash provided by/(used for) investing activities			(157	)	143		(21	)	(5	)	(40	)
Cash flows from financing activities
Proceeds from long-term debt							9				9
Payments of long-term debt							(4	)			(4	)
Net change in short-term debt			101		108		(1	)			208
Net change in long-term intercompany balances			81		(99	)	18
Dividends paid							(5	)	5
Common stock issued	10										10
Common stock repurchased	(9	)									(9	)
Dividends paid to minority interests							(3	)			(3	)
Net cash provided by financing activities	1		182		9		14		5		211
Effect of exchange rate changes on cash and cash equivalents							6				6
Net change in cash and cash equivalents					(29	)	28				(1	)
Cash and cash equivalents at January 1					67		227				294
Cash and cash equivalents at March 31	$0		$8		$38		$255		$0		$293

19

Crown Holdings, Inc.

Crown Cork & Seal Company, Inc. (Issuer), a 100% owned subsidiary, has outstanding registered debt that is fully and unconditionally guaranteed by Crown Holdings, Inc. (Parent). No other subsidiary guarantees the debt. The following condensed combining financial statements:

•     statements of operations and cash flows for the three months ended March 31, 2007 and 2006, and

•     balance sheets as of March 31, 2007 and December 31, 2006

are presented on the following pages to comply with the Company’s requirements under Rule 3-10 of Regulation S-X.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended March 31, 2007
(in millions)

	Parent	Issuer		Non Guarantors		Eliminations		Total Company
Net sales				$1,713				$1,713
Cost of products sold, excluding depreciation and amortization				1,445				1,445
Depreciation and amortization				55				55
Gross profit				213				213
Selling and administrative expense		$3		92				95
Net interest expense		16		57				73
Translation and exchange adjustments				(1	)			(1	)
Income/(loss) before income taxes, minority interests       and equity earnings		(19	)	65				46
Provision/(benefit) for income taxes		(5	)	23				18
Equity earnings	$16	30				($46	)
Income before minority interests and equity earnings	16	16		42		(46	)	28
Minority interests and equity earnings				(12	)			(12	)
Net income	$16	$16		$30		($46	)	$16

20

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended March 31, 2006
(in millions)

	Parent	Issuer		Non Guarantors		Eliminations		Total Company
Net sales				$1,524				$1,524
Cost of products sold, excluding depreciation and amortization				1,284				1,284
Depreciation and amortization				54				54
Gross profit				186				186
Selling and administrative expense		$2		79				81
Provision for restructuring				9				9
Gain on sale of assets				(1	)			(1	)
Net interest expense		16		48				64
Income/(loss) from continuing operations before income taxes,       minority interests and equity earnings		(18	)	51				33
Provision for income taxes				7				7
Equity earnings	$10	28				($38	)
Income from continuing operations before minority interests       and equity earnings	10	10		44		(38	)	26
Minority interests and equity earnings				(14	)			(14	)
Income from continuing operations	10	10		30		(38	)	12
Discontinued operations
Income before income taxes
Provision for income taxes				2				2
Net income	$10	$10		$28		($38	)	$10

21

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of March 31, 2007
(in millions)

	Parent		Issuer		Non Guarantors	Eliminations		Total Company
Assets
Current assets
Cash and cash equivalents					$278			$278
Receivables, net					861			861
Inventories					1,060			1,060
Prepaid expenses and current assets	$3				65			68
Total current assets	3				2,264			2,267
Intercompany debt receivables					260	($260	)
Investments	(399	)	$656			(257	)
Goodwill					2,200			2,200
Property, plant and equipment, net					1,594			1,594
Other non-current assets			35		486			521
Total	($396	)	$691		$6,804	($517	)	$6,582
Liabilities and shareholders’ equity/(deficit)
Current liabilities
Short-term debt					$90			$90
Current maturities of long-term debt			$1		40			41
Accounts payable and accrued liabilities	$11		44		1,745			1,800
Income taxes payable					26			26
Total current liabilities	11		45		1,901			1,957
Long-term debt, excluding current maturities			698		2,880			3,578
Long-term intercompany debt	106		154			($260	)
Postretirement and pension liabilities					740			740
Other non-current liabilities			193		339			532
Minority interests					288			288
Commitments and contingent liabilities
Shareholders’ equity/(deficit)	(513	)	(399	)	656	(257	)	(513	)
Total	($396	)	$691		$6,804	($517	)	$6,582

22

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2006
(in millions)

	Parent		Issuer		Non Guarantors	Eliminations		Total Company
Assets
Current assets
Cash and cash equivalents					$407			$407
Receivables, net					689			689
Inventories					906			906
Prepaid expenses and current assets	$1				59			60
Total current assets	1				2,061			2,062
Intercompany debt receivables					262	($262	)
Investments	(425	)	$618			(193	)
Goodwill					2,185			2,185
Property, plant and equipment, net					1,608			1,608
Other non-current assets			34		469			503
Total	($424	)	$652		$6,585	($455	)	$6,358
Liabilities and shareholders’ equity/(deficit)
Current liabilities
Short-term debt					$78			$78
Current maturities of long-term debt			$1		42			43
Accounts payable and accrued liabilities	$4		36		1,756			1,796
Income taxes payable					39			39
Total current liabilities	4		37		1,915			1,956
Long-term debt, excluding current maturities			698		2,722			3,420
Long-term intercompany debt	117		145			($262	)
Postretirement and pension liabilities					749			749
Other non-current liabilities			197		302			499
Minority interests					279			279
Commitments and contingent liabilities
Shareholders’ equity/(deficit)	(545	)	(425	)	618	(193	)	(545	)
Total	($424	)	$652		$6,585	($455	)	$6,358

23

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the three months ended March 31, 2007
(in millions)

	Parent		Issuer		Non Guarantors		Eliminations	Total Company
Net cash provided by/(used for) operating activities	$7		($9	)	($232	)		($234	)
Cash flows from investing activities
Capital expenditures					(44	)		(44	)
Other, net					(2	)		(2	)
Net cash used for investing activities					(46	)		(46	)
Cash flows from financing activities
Proceeds from long-term debt					5			5
Payments of long-term debt					(9	)		(9	)
Net change in short-term debt					151			151
Net change in long-term intercompany balances	(10	)	9		1
Common stock issued	3							3
Dividends paid to minority interests					(4	)		(4	)
Net cash provided by/(used for) financing activities	(7	)	9		144			146
Effects of exchange rate changes on cash and cash equivalents					5			5
Net change in cash and cash equivalents					(129	)		(129	)
Cash and cash equivalents at January 1					407			407
Cash and cash equivalents at March 31	$0		$0		$278		$0	$278

24

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the three months ended March 31, 2006
(in millions)

	Parent		Issuer		Non Guarantors		Eliminations		Total Company
Net cash used for operating activities	($1	)	($6	)	($171	)			($178	)
Cash flows from investing activities
Capital expenditures					(54	)			(54	)
Intercompany investing activities			3				($3	)
Other, net					14				14
Net cash provided by/(used for) investing activities			3		(40	)	(3	)	(40	)
Cash flows from financing activities
Proceeds from long-term debt					9				9
Payments of long-term debt					(4	)			(4	)
Net change in short-term debt					208				208
Net change in long-term intercompany balances			3		(3	)
Dividends paid					(3	)	3
Common stock issued	10								10
Common stock repurchased	(9	)							(9	)
Dividends paid to minority interests					(3	)			(3	)
Net cash provided by financing activities	1		3		204		3		211
Effects of exchange rate changes on cash and cash equivalents					6				6
Net change in cash and cash equivalents					(1	)			(1	)
Cash and cash equivalents at January 1					294				294
Cash and cash equivalents at March 31	$0		$0		$293		$0		$293

25

Crown Holdings, Inc.

Crown Americas, LLC and Crown Americas Capital Corp., 100% owned subsidiaries of the Company, have outstanding senior unsecured notes that are fully and unconditionally guaranteed by substantially all subsidiaries in the United States. The guarantors are 100% owned by the Company and the guarantees are made on a joint and several basis. The following condensed combining financial statements:

•     statements of operations and cash flows for the three months ended March 31, 2007 and 2006, and

•     balance sheets as of March 31, 2007 and December 31, 2006

are presented on the following pages to comply with the Company’s requirements under Rule 3-10 of Regulation S-X.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended March 31, 2007
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net sales				$479		$1,234				$1,713
Cost of products sold, excluding depreciation
and amortization				411		1,034				1,445
Depreciation and amortization				15		40				55
Gross profit				53		160				213
Selling and administrative expense		$2		32		61				95
Net interest expense		15		18		40				73
Technology royalty				(8	)	8
Translation and exchange adjustments						(1	)			(1	)
Income/(loss) before income taxes,
minority interests and equity earnings		(17	)	11		52				46
Provision/(benefit) for income taxes		(6	)	8		16				18
Equity earnings	$16	19		13				($48	)
Income before minority interests and equity earnings	16	8		16		36		(48	)	28
Minority interests and equity earnings						(12	)			(12	)
Net income	$16	$8		$16		$24		($48	)	$16

26

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended March 31, 2006
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net sales				$483		$1,041				$1,524
Cost of products sold, excluding depreciation
and amortization				431		853				1,284
Depreciation and amortization				16		38				54
Gross profit				36		150				186
Selling and administrative expense		$2		28		51				81
Provision for restructuring				4		5				9
(Gain)/loss on sale of assets				(1	)					(1	)
Net interest expense		13		17		34				64
Technology royalty				(8	)	8
Income/(loss) from continuing operations before
income taxes, minority interests and equity earnings		(15	)	(4	)	52				33
Provision/(benefit) for income taxes		(5	)	2		10				7
Equity earnings	$10	13		17				($40	)
Income from continuing operations before
minority interests and equity earnings	10	3		11		42		(40	)	26
Minority interests and equity earnings						(14	)			(14	)
Income from continuing operations	10	3		11		28		(40	)	12
Discontinued operations
Income/(loss) before income taxes				1		(2	)			(1	)
Provision/(benefit) for income taxes				2		(1	)			1
Net income	$10	$3		$10		$27		($40	)	$10

27

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of March 31, 2007
(in millions)

	Parent		Issuer		Guarantors		Non Guarantors	Eliminations		Total Company
Assets
Current assets
Cash and cash equivalents			$16		$2		$260			$278
Receivables, net					12		849			861
Intercompany receivables					61		8	($69	)
Inventories					206		854			1,060
Prepaid expenses and other current assets	$3		2		7		56			68
Total current assets	3		18		288		2,027	(69	)	2,267
Intercompany debt receivables			1,186		584		41	(1,811	)
Investments	(399	)	349		174			(124	)
Goodwill					453		1,747			2,200
Property, plant and equipment, net			2		359		1,233			1,594
Other non-current assets			51		64		406			521
Total	($396	)	$1,606		$1,922		$5,454	($2,004	)	$6,582
Liabilities and shareholders’ equity/(deficit)
Current liabilities
Short-term debt							$90			$90
Current maturities of long-term debt					$5		36			41
Accounts payable and accrued liabilities	$11		$37		377		1,375			1,800
Intercompany payables					8		61	($69	)
Income taxes payable					4		22			26
Total current liabilities	11		37		394		1,584	(69	)	1,957
Long-term debt, excluding current maturities			1,571		698		1,309			3,578
Long-term intercompany debt	106		352		462		891	(1,811	)
Postretirement and pension liabilities					538		202			740
Other non-current liabilities					229		303			532
Minority interests							288			288
Commitments and contingent liabilities
Shareholders’ equity/(deficit)	(513	)	(354	)	(399	)	877	(124	)	(513	)
Total	($396	)	$1,606		$1,922		$5,454	($2,004	)	$6,582

28

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2006
(in millions)

	Parent		Issuer		Guarantors		Non Guarantors	Eliminations		Total Company
Assets
Current assets
Cash and cash equivalents			$60		$4		$343			$407
Receivables, net					8		681			689
Intercompany receivables					72		8	($80	)
Inventories					172		734			906
Prepaid expenses and other current assets	$1		2		3		54			60
Total current assets	1		62		259		1,820	(80	)	2,062
Intercompany debt receivables			1,090		528		34	(1,652	)
Investments in subsidiaries	(425	)	324		169			(68	)
Goodwill					445		1,740			2,185
Property, plant and equipment, net			3		360		1,245			1,608
Other non-current assets			38		63		402			503
Total	($424	)	$1,517		$1,824		$5,241	($1,800	)	$6,358
Liabilities and shareholders’ equity/(deficit)
Current liabilities
Short-term debt							$78			$78
Current maturities of long-term debt					$5		38			43
Accounts payable and accrued liabilities	$4				361		1,431			1,796
Intercompany payables			$16				64	($80	)
Income taxes payable					4		35			39
Total current liabilities	4		16		370		1,646	(80	)	1,956
Long-term debt, excluding current maturities			1,522		697		1,201			3,420
Long-term intercompany debt	117		352		396		787	(1,652	)
Postretirement and pension liabilities					553		196			749
Other non-current liabilities					233		266			499
Minority interests							279			279
Commitments and contingent liabilities
Shareholders’ equity/(deficit)	(545	)	(373	)	(425	)	866	(68	)	(545	)
Total	($424	)	$1,517		$1,824		$5,241	($1,800	)	$6,358

29

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the three months ended March 31, 2007
(in millions)

	Parent		Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net cash provided by/(used for) operating activities	$7		($3	)	($80	)	($158	)			($234	)
Cash flows from investing activities
Capital expenditures					(12	)	(32	)			(44	)
Intercompany investing activities			6						($6	)
Other, net							(2	)			(2	)
Net cash provided by/(used for) investing activities			6		(12	)	(34	)	(6	)	(46	)
Cash flows from financing activities
Proceeds from long–term debt							5				5
Payments of long–term debt							(9	)			(9	)
Net change in short-term debt			49				102				151
Net change in long-term intercompany balances	(10	)	(96	)	90		16
Dividends paid							(6	)	6
Common stock issued	3										3
Dividends paid to minority interests							(4	)			(4	)
Net cash provided by/(used for) financing activities	(7	)	(47	)	90		104		6		146
Effect of exchange rate changes on cash and cash equivalents							5				5
Net change in cash and cash equivalents			(44	)	(2	)	(83	)			(129	)
Cash and cash equivalents at January 1			60		4		343				407
Cash and cash equivalents at March 31	$0		$16		$2		$260		$0		$278

30

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the three months ended March 31, 2006
(in millions)

	Parent		Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net cash provided by/(used for) operating activities	($1	)	$10		($35	)	($152	)			($178	)
Cash flows from investing activities
Capital expenditures					(8	)	(46	)			(54	)
Intercompany investing activities			3		3				($6	)
Other, net							14				14
Net cash provided by/(used for) investing activities			3		(5	)	(32	)	(6	)	(40	)
Cash flows from financing activities
Proceeds from long–term debt							9				9
Payments of long–term debt							(4	)			(4	)
Net change in short-term debt			100				108				208
Net change in long-term intercompany balances			(120	)	42		78
Dividends paid							(6	)	6
Common stock issued	10										10
Common stock repurchased	(9	)									(9	)
Dividends paid to minority interests							(3	)			(3	)
Net cash provided by/(used for) financing activities	1		(20	)	42		182		6		211
Effect of exchange rate changes on cash and cash equivalents							6				6
Net change in cash and cash equivalents			(7	)	2		4				(1	)
Cash and cash equivalents at January 1			18		1		275				294
Cash and cash equivalents at March 31	$0		$11		$3		$279		$0		$293

31

Crown Holdings, Inc.

PART I - FINANCIAL INFORMATION

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in millions)

Introduction

The following discussion presents management’s analysis of the results of operations for the three months ended March 31, 2007 compared to the corresponding period in 2006 and the changes in financial condition and liquidity from December 31, 2006. This discussion should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, along with the consolidated financial statements and related notes included in and referred to within this report.

Executive Overview

As discussed in Note C to the consolidated financial statements, the Company sold its remaining European plastics operations and its Americas health and beauty care operations during 2006. The results of operations for prior periods used in the following discussion have been recast to report the divested businesses as discontinued operations.

The Company’s principal areas of focus include improving segment income and cash flow from operations, reducing debt and reducing asbestos-related costs. See Note M to the consolidated financial statements for information regarding segment income.

Improving segment income is primarily dependent on the Company’s ability to increase revenues and manage costs. Key strategies for expanding revenue include targeting geographic markets with strong growth potential, such as the Middle East, Asia, Latin America and southern and central Europe, improving selling prices in certain product lines and developing innovative packaging products using proprietary technology. The Company’s cost control efforts focus on improving operating efficiencies and managing material and labor costs, including pension and benefit costs. The reduction of debt remains a principal strategic goal of the Company and is primarily dependent upon the Company’s ability to generate cash flow from operations. In addition, the Company may consider divestitures from time to time, the proceeds of which may be used to reduce debt. The Company’s total debt of $3,709 at March 31, 2007 increased $66 from $3,643 at March 31, 2006, including $121 of increase due to foreign currency translation.

The Company seeks to reduce its asbestos-related costs through prudent case management. Asbestos-related payments were $26 for the full year of 2006 and $4 for the first three months of 2007, and the Company expects to pay approximately $25 for the full year of 2007.

Results of Operations

The foreign currency translation impacts referred to below were primarily due to changes in the euro and pound sterling in the European Division operating segments and the Canadian dollar in the Americas Division operating segments.

Net Sales

Net sales in the first quarter of 2007 were $1,713, an increase of $189 or 12.4% compared to net sales of $1,524 for the same period in 2006. Sales from U.S. operations accounted for 28.2% and 29.0% of consolidated net sales in the first quarters of 2007 and 2006, respectively. Sales of beverage cans and ends accounted for 44.6% and sales of food cans and ends accounted for 33.6% of consolidated net sales in the first quarter of 2007 compared to 43.4% and 35.1%, respectively, in 2006.

Net sales in the Americas Beverage segment increased 13.3% from $347 in the first quarter of 2006 to $393 in 2007. The increase in the first quarter of 2007 was primarily due to higher sales unit volumes and the pass-through of increased costs to customers.

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Crown Holdings, Inc.

Item 2. Management’s Discussion and Analysis (Continued)

Net sales in the North America Food segment increased 1.6% from $182 in the first quarter of 2006 to $185 in the same period in 2007, primarily due to the pass-through of increased material costs to customers.

Net sales in the European Beverage segment increased 18.1% from $238 in the first quarter of 2006 to $281 in the same period in 2007, due to improved selling prices and $16 of foreign currency translation.

Net sales in the European Food segment increased 8.5% from $411 in the first quarter of 2006 to $446 in the same period in 2007, primarily due to the impact of foreign currency translation.

Net sales in the European Specialty Packaging segment increased 19.8% from $86 in the first quarter of 2006 to $103 in the same period in 2007, primarily due to higher sales unit volumes and $8 of foreign currency translation.

Cost of Products Sold (Excluding Depreciation and Amortization)

Cost of products sold, excluding depreciation and amortization, was $1,445 for the first quarter of 2007, an increase of $161 compared to $1,284 for the same period in 2006. The increase was primarily due to higher costs for steel and aluminum, and also included $57 of foreign currency translation.

As a percentage of net sales, cost of products sold, excluding depreciation and amortization, was 84.4% for the first quarter of 2007 compared to 84.3% for the same period in 2006.

As a result of steel and aluminum price increases, the Company has implemented significant price increases to many of its customers. However, there can be no assurance that the Company will be able to fully recover from its customers the impact of price increases. In addition, if the Company is unable to purchase steel or aluminum for a significant period of time, the Company’s operations would be disrupted.

Depreciation and Amortization

Depreciation and amortization was $55 in the first quarter of 2007 compaared to $54 in the prior year period. The increase was primarily due to $2 of currency translation.

Selling and Administrative Expense

Selling and administrative expense was $95 in the first quarter of 2007 compared to $81 for the same period in 2006. The increase was primarily due to increased incentive compensation costs of $5 and foreign currency translation of $5. As a percentage of net sales, selling and administrative expense was 5.5% for the first quarter of 2007 compared to 5.3% for the same period in 2006.

Segment Income

Segment income in the Americas Beverage segment increased $9 from $28 in the first quarter of 2006 to $37 in the first quarter of 2007, primarily due to higher sales unit volumes.

Segment income in the North America Food segment increased $2 from $8 in the first quarter of 2006 to $10 in the first quarter of 2007, primarily due to cost reductions.

Segment income in the European Beverage segment increased $5 from $25 in the first quarter of 2006 to $30 in the first quarter of 2007, primarily due to improved selling prices.

Segment income in the European Food segment decreased $4 from $42 in the first quarter of 2006 to $38 in the first quarter of 2007, primarily due to higher costs not yet fully passed through to customers.

Segment income in the European Specialty Packaging segment decreased $1 from $2 in the first quarter of 2006 to $1 in the first quarter of 2007.

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Crown Holdings, Inc.

Item 2. Management’s Discussion and Analysis (Continued)

Interest Expense

Interest expense increased $9 from $67 in the first quarter of 2006 to $76 in the first quarter of 2007, primarily due to increased interest rates and $2 of foreign currency translation.

Taxes on Income

The first quarter of 2007 included a tax charge of $18 on pre-tax income of $46. The difference of $2 between the pre-tax income at the U.S. statutory rate of 35% or a charge of $16, and the actual charge of $18 was primarily due to (i) charges of $7 for valuation allowance adjustments, primarily due to losses in France and Canada, and $2 for withholding taxes, offset by (ii) benefits from lower tax rates in certain non-U.S. jurisdictions.

The first quarter of 2006 included a tax charge of $7 on pre-tax income of $33. The difference of $5 between the pre-tax income at the U.S. statutory rate of 35% or $12, and the actual tax charge of $7 was primarily due to benefits of $7 from lower non-U.S. tax rates in certain jurisdictions, and $5 to reduce a provision for U.S. state tax contingencies due to the completion of an audit with a minor assessment. These benefits were partially offset by charges of $5 for valuation allowance adjustments, primarily due to losses in the U.S. and Canada, and $2 for withholding taxes.

Minority Interests, Net of Equity Earnings

The charge for minority interests, net of equity earnings, decreased $2 in the first quarter of 2007 compared to the same period of 2006. The decrease for the first quarter of 2007 was primarily due to lower profits in the Middle East beverage can operations.

Liquidity and Capital Resources

Cash from Operations

Cash of $234 was used by operating activities in the first quarter of 2007 compared to $178 used by operating activities during the same period in 2006. The increase of $56 in cash used by operating activities was primarily due to higher material costs in 2007.

Investing Activities

Investing activities used cash of $46 during the first quarter of 2007 compared to cash used of $40 in the prior year period. Primary investing activities were capital expenditures of $44 in the first quarter of 2007 and $54 in the same period of 2006.

Financing Activities

Financing activities provided cash of $146 during the first quarter of 2007 compared to cash provided of $211 during the same period in 2006. The cash provided by financing activities in the first quarters of 2007 and 2006 was mainly from short-term borrowings and was used to fund operating and investing activities.

As of March 31, 2007, the Company had $411 of borrowing capacity available under its revolving credit facility, equal to the total facility of $800 less $324 of borrowings and $65 of outstanding standby letters of credit.

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Crown Holdings, Inc.

Item 2. Management’s Discussion and Analysis (Continued)

Contractual Obligations

During the first quarter of 2007, purchase obligations covering new agreements for raw materials and other consumables increased by $363 for 2007, $55 for 2008 and $4 for 2009 above amounts provided within Part I, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including, but not limited to, in the “Liquidity and Capital Resources” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

Commitments and Contingent Liabilities

Information regarding the Company’s commitments and contingent liabilities appears in Part I within Item 1 of this report under Note I, entitled “Commitments and Contingent Liabilities,” to the consolidated financial statements, which information is incorporated herein by reference.

Critical Accounting Policies

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States which require that management make numerous estimates and assumptions. Actual results could differ from these estimates and assumptions, impacting the reported results of operations and financial condition of the Company. Management’s Discussion and Analysis and Note A to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 describe the significant accounting estimates and policies used in the preparation of the consolidated financial statements. There have been no significant changes in the Company’s critical accounting policies during the first three months of 2007 other than as discussed below.

As required, the Company adopted FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109,” effective January 1, 2007. In accordance with FIN 48, the Company records the benefit of uncertain tax positions when, in the Company’s opinion, it is more likely than not, based on the technical merits, that the position will be sustained upon examination by the taxing authorities. A tax position that meets the more-likely-than-not recognition threshold is measured as the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether a position meets the more-likely-than-not criteria may involve significant judgment based on the Company’s review and interpretation of available evidence including published tax law, opinions from qualified experts, results of prior tax examinations, and legal precedent. The measurement of an uncertain tax position also involves significant judgment in assigning probabilities to various potential outcomes, including the assessment of interest and penalties. Final settlement of uncertain tax positions for amounts different than the recorded amounts could affect the Company’s results of operations, financial position, and cash flows. See Note L to the financial statements for additional information on the Company’s unrecognized tax benefits.

Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159 (“FAS 159”), “The Fair Value for Financial Assets and Financial Liabilities, Including an Amendment to FASB Statement No. 115.” FAS 159 permits the measurement of many financial instruments and certain other assets and liabilities at fair value on an instrument-by-instrument basis (the fair value option). FAS 159 is effective for the Company on January 1, 2008. Management is currently evaluating the potential impact the adoption of this new standard will have on the Company’s consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157 (“FAS 157”), “Fair Value Measurements.” FAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. Expanded disclosures include a tabular presentation of the fair value of a company’s outstanding financial instruments according to a fair value hierarchy (i.e., levels 1, 2, 3 and 4, as defined) as well as enhanced disclosures regarding instruments in the level 3 category, including a reconciliation of the beginning and ending balances for each major category of assets and liabilities. FAS 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and states that a fair value measurement should be determined based on assumptions that market participants would use in pricing the asset or liability. FAS 157 is effective for the Company as of January 1, 2008. The Company is currently evaluating the impact that FAS 157 may have on its financial statements.

35

Crown Holdings, Inc.

Item 2. Management’s Discussion and Analysis (Continued)

Forward Looking Statements

Statements included herein in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including, but not limited to, in the discussions of asbestos in Note H and commitments and contingencies in Note I to the consolidated financial statements included in this Quarterly Report on Form 10-Q and also in Part I, Item 1: “Business” and Item 3: “Legal Proceedings” and in Part II, Item 7: “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” within the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, which are not historical facts (including any statements concerning plans and objectives of management for future operations or economic performance, or assumptions related thereto), are “forward-looking statements” within the meaning of the federal securities laws. In addition, the Company and its representatives may from time to time, make oral or written statements which are also “forward-looking statements.”

These forward-looking statements are made based upon management’s expectations and beliefs concerning future events impacting the Company and, therefore, involve a number of risks and uncertainties. Management cautions that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.

While the Company periodically reassesses material trends and uncertainties affecting the Company’s results of operations and financial condition in connection with the preparation of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and certain other sections contained in the Company’s quarterly, annual or other reports filed with the Securities and Exchange Commission (“SEC”), the Company does not intend to review or revise any particular forward-looking statement in light of future events.

A discussion of important factors that could cause the actual results of operations or financial condition of the Company to differ from expectations has been set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 within Part II, Item 7: “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Forward Looking Statements” and is incorporated herein by reference. Some of the factors are also discussed elsewhere in this Form 10-Q and in prior Company filings with the SEC. In addition, other factors have been or may be discussed from time to time in the Company’s SEC filings.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of March 31, 2007, the Company had approximately $1.2 billion principal floating interest rate debt. A change of 0.25% in these floating interest rates would change annual interest expense by approximately $3 before tax.

Item 4. Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, management, including the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures. Based upon that evaluation and as of the end of the quarter for which this report is made, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective. Disclosure controls and procedures ensure that information to be disclosed in reports that the Company files and submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and terms of the Securities and Exchange Commission, and ensures that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There has been no change in internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

36

Crown Holdings, Inc.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

For information regarding the Company’s potential asbestos-related liabilities and other litigation, see Note H entitled “Asbestos-Related Liabilities” and Note I entitled “Commitments and Contingent Liabilities,” respectively, to the consolidated financial statements within Item 1 of this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.

Item 1A. Risk Factors

In addition to the other information set forth in this report, carefully consider the factors discussed in Item 1A to Part I in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, which could materially affect the Company’s business, financial condition or future results. The risks described in the Company’s Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

The Company made no purchases of its equity securities during the quarter ended March 31, 2007.

As disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, the Company’s Board of Directors has authorized the repurchase of up to $400, of which $227 remained as of April 30, 2007, of the Company’s outstanding stock in the open market or through privately negotiated transactions, subject to the terms of the Company’s debt agreements, market conditions, the Company’s ability to generate operating cash flow, alternative uses of operating cash flow (including the reduction of indebtedness), and other factors. The Company is not obligated to acquire any shares of common stock and the share repurchase plan may be suspended or terminated at any time at the Company’s discretion. The repurchased shares are expected to be used for the Company’s stock-based benefit plans, as required, and to offset dilution resulting from the issuance of shares thereunder and for other general corporate purposes.

Item 4. Submission of Matters to Vote of Security Holders

The Company’s Annual Meeting of Shareholders was held on April 26, 2007. The matters voted upon and the results thereof are as follows:

(1)	Election of the Board of Directors	- - - - VOTES - - - -
		For	Withheld
	Jenne K. Britell	133,882,617	6,501,552
	John W. Conway	137,333,062	3,051,107
	Arnold W. Donald	138,377,477	2,006,692
	William G. Little	135,708,006	4,676,163
	Hans L. Löliger	134,513,757	5,870,412
	Thomas A. Ralph	139,849,174	534,995
	Hugues du Rouret	134,883,057	5,501,112
	Alan W. Rutherford	134,477,478	5,906,691
	Jim L. Turner	139,852,428	531,741
	William S. Urkiel	135,693,061	4,691,108

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Crown Holdings, Inc.

(2) Ratification of the re-appointment by the AuditCommittee and the Board of Directors of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending December 31, 2007:

For	Against	Abstain
134,931,077	5,326,207	126,885

(3) A shareholder’s proposal to limit annual remuneration of the top five highly compensated executives to $500,000, plus any nominal perks:

For	Against	Abstain
3,116,807	110,180,732	1,467,031

Item 5.	Other Information
	On May 3, 2007, the Company entered into employment agreements with each of the following executive officers of the Company: John W. Conway, Chairman of the Board, President and Chief Executive Officer; Alan W. Rutherford, Vice Chairman of the Board, Executive Vice President and Chief Financial Officer; Frank J. Mechura, President – Americas Division; William H. Voss, Executive Vice President and Timothy J. Donahue, Senior Vice President – Finance. These agreements set forth the terms and conditions of each executive officer’s compensation and benefits and include, among other things, certain termination and severance provisions and confidentiality, non-competition and other restrictive covenants. Each of the respective employment agreements is attached as an exhibit to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
	In addition, on May 3, 2007, the Company entered into senior executive retirement agreements with each of Mr. Conway, Mr. Rutherford, Mr. Mechura, Mr. Voss and Mr. Donahue and, in connection with such agreements, amended the Company’s Senior Executive Retirement Plan. The senior executive retirement agreements and the Company’s Senior Executive Retirement Plan set forth the terms of certain retirement and death benefits provided to senior executives under the Senior Executive Retirement Plan with respect to the benefit earned on and after January 1, 2005 and generally were made to bring the Senior Executive Retirement Plan into compliance with Code Section 409A and the regulations thereunder, and also to provide, among other things, that the normal form of retirement benefits payable under the Senior Executive Retirement Plan will be a lump sum. Each of the respective senior executive retirement agreements and Senior Executive Retirement Plan is attached as an exhibit to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

Item 6. Exhibits

10.1 Employment Contracts:

(a)	Employment contract between Crown Holdings, Inc. and John W. Conway, dated May 3, 2007.
(b)	Employment contract between Crown Holdings, Inc. and Alan W. Rutherford, dated May 3, 2007.
(c)	Employment contract between Crown Holdings, Inc. and William H. Voss, dated May 3, 2007.
(d)	Employment contract between Crown Holdings, Inc. and Frank J. Mechura, dated May 3, 2007.
(e)	Employment contract between Crown Holdings, Inc. and Timothy J. Donahue, dated May 3, 2007.

10.2 Form of Agreement for Non-Qualified Stock Option Awards under Crown Holdings, Inc. 2006 Stock-Based Incentive Compensation Plan.

10.3	Crown Holdings, Inc. Senior Executive Retirement Plan, as amended and restated as of January 1, 2005.
10.4	Senior Executive Retirement Agreements:

(a)	Senior Executive Retirement Agreement between Crown Holdings, Inc. and John W. Conway, dated May 3, 2007.
(b)	Senior Executive Retirement Agreement between Crown Holdings, Inc. and Alan W. Rutherford, dated May 3, 2007.

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Crown Holdings, Inc.

(c)	Senior Executive Retirement Agreement between Crown Holdings, Inc. and William H. Voss, dated May 3, 2007.
(d)	Senior Executive Retirement Agreement between Crown Holdings, Inc. and Frank J. Mechura, dated May 3, 2007.
(e)	Senior Executive Retirement Agreement between Crown Holdings, Inc. and Timothy J. Donahue, dated May 3, 2007.

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2.	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by John W. Conway, Chairman of the Board, President and Chief Executive Officer of Crown Holdings, Inc. and Alan W. Rutherford, Vice Chairman of the Board, Executive Vice President and Chief Financial Officer of Crown Holdings, Inc.

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Crown Holdings, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Crown Holdings, Inc.
	Registrant
By:	/s/ Thomas A. Kelly
	Thomas A. Kelly
	Vice President and Corporate Controller

Date:  May 3, 2007

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EX-10

EXHIBIT 10.1.a

SENIOR EXECUTIVE EMPLOYMENT AGREEMENT

        THIS IS AN EMPLOYMENT AGREEMENT (“Agreement”), effective May 3, 2007, (“Effective Date”) between Crown Holdings, Inc. (the “Company”) and John W. Conway (the “Executive”).

Background

        WHEREAS, the Executive is currently employed by the Company pursuant to an employment Agreement dated January 3, 2000, as amended (the “Prior Agreement”).

        WHEREAS, the Company desires to assure itself of the continued employment of the Executive with the Company and to encourage his continued attention and dedication to the best interests of the Company.

        WHEREAS, the Executive desires to remain and continue in the employment of the Company in accordance with the terms of this Agreement.

        WHEREAS, as of the Effective Date of this Agreement, the Prior Agreement shall be replaced in its entirety and shall be of no further force and effect.

        NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and intending to be legally bound hereby, the parties agree as follows:

Terms

1.     Definitions.      As used in this Agreement, the following terms shall have the meanings set forth below:

        1.1.      “Board” shall mean the Board of Directors of the Company.

        1.2.      “Cause” shall mean the termination of the Executive’s employment with the Company as a result of:

        (a) the Executive’s willful failure to perform such services as may be reasonably delegated or assigned to the Executive by the Board;

        (b) the continued failure by the Executive to devote his full-time best effort to the performance of his duties under the Agreement (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness);

        (c) the breach by the Executive of any provision of Sections 6, 7 and 8 hereof;

        (d) the willful engaging by the Executive in misconduct which is materially injurious to the Company, monetarily or otherwise; or

        (e) the Executive’s conviction of, or a plea of nolo contendere to, a felony or a crime involving moral turpitude;

in any case as approved by the Board upon the vote of not less than a majority of the Board members then in office, after reasonable notice to the Executive specifying in writing the basis or bases for the proposed termination for Cause and after the Executive, together with counsel, has been provided an opportunity to be heard before a meeting of the Board held upon reasonable notice to all Board members and the Executive. For purposes of this Section 1.2, no act, or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by him in bad faith and without reasonable belief that his action or omission was in the best interests of the Company. Any act or omission to act by the Executive in reliance upon an opinion of counsel to the Company shall not be deemed to be willful.

        1.3.      “Change in Control” shall mean any of the following events:

        (a) a “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding securities; or

        (b) during any period of 2 consecutive years, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 1.3(a), Section 1.3(c) or Section 1.3(d) hereof) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

        (c) the Company merges or consolidates with any other corporation, other than in a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 75% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

        (d) the stockholders of the Company approve a plan of complete liquidation of the Company or the Company sells or otherwise disposes of all or substantially all of the Company’s assets.

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        1.4.      “Code” means the Internal Revenue Code of 1986, as amended from time to time.

        1.5.      “Good Reason” shall mean:

        (a) the assignment to the Executive, without the Executive’s express written approval, of duties or responsibilities, inconsistent, in a material respect, with the Executive’s title and position as set forth and described in Section 2 of this Agreement or the reduction in the Executive’s duties, responsibilities or authority;

        (b) a reduction by the Company in the Executive’s Base Salary (as defined in Section 4.1 below) or in the other compensation and benefits, in the aggregate, payable to the Executive hereunder, or a material adverse change in the terms or conditions on which any such compensation or benefits are payable;

        (c) the Company’s failure, without the express consent of the Executive, to pay the Executive any amounts otherwise vested and due hereunder or under any plan or policy of the Company;

        (d) a relocation of the Executive’s primary place of employment, without the Executive’s express written approval, to a location more than 20 miles from the location at which the Executive performed his duties;

        (e) the Executive’s voluntary termination of employment for any reason during the one month period following the date which is the 12-month anniversary of the date of a Change in Control; or

        (f) the failure or refusal of the Company’s Successor (as defined in Section 14 below) to expressly assume this Agreement in writing, and all of the duties and obligations of the Company hereunder in accordance with Section 14.

        1.6.      “Short-Term Disability” shall mean the temporary incapacity of the Executive that, as determined by the Board in a uniformly-applied manner, renders the Executive temporarily incapable of engaging in his usual executive function and as a result, the Executive is under the direct care and treatment of a physician who certifies to such incapacity.

        1.7.      “Total Disability” shall mean that a qualified physician designated by the Company has determined that the Executive:

        (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or

        (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

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2.     Position and Duties.      The Company agrees to continue to employ the Executive and the Executive hereby agrees to continue to be employed by the Company, upon the terms, conditions and limitations set forth in this Agreement. The Executive shall serve as the Company’s President and Chief Executive Officer, with the customary duties, authorities and responsibility of such position of a publicly-traded corporation and such other duties, authorities and responsibility (a) as have been agreed upon by the Company and the Executive or (b) as may from time to time be delegated to the Executive by the Board as are consistent with such position. The Executive agrees to perform the duties and responsibilities called for hereunder to the best of his ability and to devote his full time, energies and skills to such duties, with the understanding that he may participate in charitable and similar activities and may have business interests in passive investments which may, from time to time, require portions of his time, but such activities shall be done in a manner consistent with his obligations hereunder.

3.     Term.      The Executive’s employment under this Agreement shall commence on the Effective Date and unless sooner terminated as provided in Article 5 shall continue for a period of three years (the “Initial Term”). Except as otherwise provided herein, unless either party gives written notice to the other party at least 30 days before any anniversary of the Effective Date that the term hereunder shall not be extended beyond its then term (a “Nonrenewal Notice”), the term of the Agreement shall automatically be extended for an additional one year period from each anniversary, subject to the same terms, conditions and limitations as applicable to the Initial Term unless amended or terminated as provided herein (the “Renewal Term”). The effect of the preceding sentence is that except as a result of a Nonrenewal Notice, the term of the Agreement shall be a rolling three years. For purposes of this Agreement, the Initial Term and all subsequent Renewal Terms shall be collectively referred to as the “Term” of the Agreement.

4.     Compensation and Benefits.

        4.1.      Base Salary. The Company shall pay to the Executive for the performance of his duties under this Agreement an initial base salary of $1,075,000 per year (the “Base Salary”), payable in accordance with the Company’s normal payroll practices. Thereafter, the rate of the Executive’s Base Salary will be reviewed and adjusted as appropriate in accordance with the Company’s regular compensation review practices. Effective as of the date of any such increase, the Base Salary so increased shall be considered the new Base Salary for all purposes of this Agreement.

        4.2.      Incentive Bonus. During the Term, in addition to Base Salary, for each fiscal year of the Company ending during the Term, the Executive shall participate in, and shall have the opportunity to receive a bonus in an amount to be determined in accordance with, the Company’s existing incentive bonus plan or any successor bonus plan, and any other bonus or incentive plan, program or arrangement established by the Company for the benefit of its executive officers (the “Incentive Bonus Payment”).

        4.3.      Employee Benefits. During the Term, the Executive shall be entitled to participate in all of the Company’s employee benefit plans, programs and policies, including any retirement benefits or plans, group life, hospitalization or disability insurance plans, health programs, fringe benefit programs and similar plans, programs and policies, that are now or hereafter made available to the Company’s salaried personnel generally, as such plans, programs and policies may be in effect from time to time, in each case to the extent that the Executive is eligible under the terms of such plans, programs and policies. Without limiting the generality of the foregoing, the Executive shall also be eligible to participate in the Company’s Senior Executive Retirement Plan (the “SERP”) and the Company’s 2006 Stock-Based Incentive Compensation Plan, and any other equity-based incentive plans as maintained by the Company from time to time for the benefit of senior executives.

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        4.4.      Vacation. The Executive shall be entitled to vacation in accordance with the Company’s vacation policy.

        4.5.      Automobile. During the Term, the Company shall make an automobile available to the Executive in accordance with and subject to the conditions of the Company’s standard automobile policy or practices as in effect from time to time.

        4.6.      Reimbursement of Expenses. During the Term, the Company will reimburse the Executive in accordance with the Company’s expense reimbursement policy as in effect from time to time for expenses reasonably and properly incurred by him in performing his duties, provided that such expenses are incurred and accounted for in accordance with the policies and procedures presently or hereinafter established by the Company.

        4.7.      Short-Term Disability. In the event that the Executive incurs a Short-Term Disability, the Executive shall be entitled to six months of Base Salary and incentive payments, payable in accordance with the Company’s normal payroll practices, provided that all payments under this provision shall be reduced dollar-for-dollar by any other short-term disability benefits the Executive is entitled to under any other Company-sponsored short-term disability plan or arrangement and shall cease as of the earliest of the Executive’s cessation of Short-Term Disability, the occurrence of Total Disability, death or attainment of his Normal Retirement Date.

        4.8.      Medical Examination Benefit. During the Term, the Executive shall be entitled to reimbursement for actual costs incurred, up to $2,500 per calendar year, for medical examinations.

5. Termination.

        5.1.      Death. The Executive’s employment under this Agreement shall terminate immediately upon the Executive’s death, and the Company shall have no further obligations under this Agreement, except to pay to the Executive’s estate (or his beneficiary, as may be appropriate) (a) any Base Salary earned through his date of death, to the extent theretofore unpaid, (b) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entotled to such amount if he had not terminated his employment, (c) such retirement and other benefits earned and vested (if applicable) by the Executive as of the date of his death under any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans and (d) the health and dental benefits provided for in Section 5.8.

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        5.2.      Disability. If the Executive is unable to perform his duties under this Agreement because of a Total Disability, the Company may terminate the Executive’s employment by giving written notice to the Executive. Such termination shall be effective as of the date of such notice and the Company shall have no further obligations under this Agreement, except to pay to the Executive (a) any Base Salary earned through the date of such termination, to the extent theretofore unpaid, (b) Total Disability benefits as described below, (c) such retirement and other benefits earned and vested (if applicable) by the Executive as of the date of his termination under any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans and (d) the health and dental benefits provided for in Section 5.8. In the event that the Executive incurs a Long-Term Disability, the Executive shall be entitled to an annual disability benefit equal to 100% of his Base Salary and a bonus equal to the average Annual Bonus Payment paid or payable to the Executive for the three completed years prior to the year the Executive incurs such total disability, payable in accordance with the Company’s normal payroll practices, provided that all payments under this provision shall be reduced dollar-for-dollar by Social Security disability benefits and any other long-term disability benefits the Executive is entitled to under any other Company-sponsored long-term disability plan or arrangements and shall cease as of the earliest of the Executive cessation of Long-Term Disability, death or attainment of his Normal Retirement Date.

        5.3.      Retirement. The Executive’s voluntary termination of employment ithout Good Reason at a time when he is eligible to begin receiving early retirement benefits under the Crown Cork & Seal Company, Inc. Pension Plan shall be treated as a retirement termination under this Agreement. Upon such termination, the Company shall have no further obligations under this Agreement, except to pay to the Executive (a) any Base Salary earned through the date of the Executive’s retirement, to the extent theretofore unpaid, (b) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, and (c) such retirement and other benefits earned and vested (if applicable) by the Executive as of the date of his retirement under any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans and (d) the health and dental benefits provided for in Section 5.8.

        5.4.      Voluntary Termination. At any time during the Term, upon 30 days’ written notice to the Company, the Executive may voluntarily terminate his employment with the Company. Upon such termination the Company shall have no further obligations under this Agreement except to pay to the Executive (a) any Base Salary earned to the date of the Executive’s termination of employment, to the extent theretofore unpaid, (b) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, and (c) such retirement and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

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        5.5.      Termination For Cause. The Board may terminate the Executive’s employment and the Company’s obligations under this Agreement at any time for Causeby giving written notice to the Executive. The Company’s required notice of termination shall specify the event or circumstances that constitute Cause. Except as specified below, the Executive’s termination shall be effective as of the date of such notice. If the event or circumstances specified in the Company’s notice of termination constitute Cause under Sections 1.2(a), 1.2(b), or 1.2(c)(or at the discretion of the Board under Section 1.2(d)), the Executive will have 30 days to correct or eliminate such Cause provided the Executive is taking reasonable and demonstrable action to do so during such period. If the Executive has not corrected or eliminated such Cause by the end of such 30-day period, the Executive’s employment shall then terminate. Upon termination of the Executive’s employment for Cause, the obligations of the Company under this Agreement shall terminate, except for the obligation to pay to the Executive (a) any Base Salary earned through the date of such termination, to the extent theretofore unpaid, and (b) such retirement and other benefits earned and vested (if applicable) by the Executive as of such termination under any employee benefit plan of the Company in which the Executive participates, including all payments due under retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

        5.6.      Involuntary Termination by the Company or by the Executive for Good Reason. The Company may terminate the Executive’s employment without Cause and the Executive may terminate his employment for Good Reason at any time during the Term, upon thirty (30) days’ written notice; provided that during such notice period, the Board, in its absolute discretion, may relieve the Executive of all his duties, responsibilities and authority with respect to the Company and restrict the Executive’s access to Company property. If the Company so terminates the Executive’s employment without Cause or the Executive terminates for Good Reason, at any time other than the 13-month period following a Change in Control, the Company’s obligations under this Agreement shall terminate except for the Company’s obligation to pay to the Executive the following: (a) any Base Salary earned through the date of the Executive’s termination of employment, to the extent theretofore unpaid, (b) a lump-sum payment equal to the Executive’s target Incentive Bonus Payment for such year of termination, (c) a lump-sum payment equal to three times the sum of the Executive’s Base Salary and target Incentive Bonus Payment for the year of such termination, (d) such retirement and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans and (e) the health and dental benefits provided for in Section 5.8. Each of the payments described in (a), (b) and (c) above shall be made within 30 days of the Executive’s termination of employment; provided, however that if the Executive is a “Specified Employee,” as that term is defined in section 409A of the Code, such payments, if so required, shall be made on the date that is six months and one day after the date of the Executive’s termination hereunder. In no event shall the payment in clause (c) be included for purposes of the SERP in Executive’s “Compensation,” as that term is defined therein.

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        5.7.      Involuntary Termination by the Company or by the Executive for Good Reason Following a Change of Control. If the Company terminates the Executive’s employment without Cause during the 13-month period following a Change in Control, or the Executive voluntarily terminates his employment for Good Reason during the 13 months following a Change in Control, the Company’s obligations under this Agreement shall terminate except for the Company’s obligation to pay to the Executive the following: (a) any Base Salary earned through the date of the Executive’s termination of employment, to the extent theretofore unpaid, (b) a lump-sum payment equal to the Executive’s target Incentive Bonus Payment for such year of termination, (c) a lump-sum payment equal to three times the sum of the Executive’s Base Salary and average Incentive Bonus Payment paid or payable to the Executive for the three completed years prior to the year of such termination, (d) such retirement and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans, (e) all outstanding stock options held by the Executive shall become immediately vested and exercisable and shall remain exercisable for a period of 30 days or such longer period as provided under the terms of such option and (f) the health and dental benefits provided for in Section 5.8. Each of the payments described in (a), (b) and (c) above shall be made within 30 days of the Executive’s termination of employment; provided, however that if the Executive is a Specified Employee, such payments, if so required, shall be made on the date that is six months and one day after the date of the Executive’s termination hereunder. In no event shall the payment in clause (c) be included for purposes of the SERP in Executive’s “Compensation,” as that term is defined therein.

        5.8.      Health and Dental Benefits. Upon Executive’s termination under Section 5.1, 5.2, 5.3, 5.6 or 5.7 hereof, the Company shall continue to provide the Executive and Executive’s spouse (at the time of termination), as applicable, for the remainder of their respective lives, with health and dental benefits on the same terms and conditions as are provided to active executive employees from time to time. Eligibility for such benefits shall be conditioned upon (i) the Executive continuing to pay the active employee premium for such coverage as applicable from time to time and (ii) enrollment and payment of any applicable premium (and continued participation) by the Executive and the Executive’s spouse in Medicare Part A and Part B when eligible. The Company shall not reduce such health and dental benefits following the Executive’s termination of employment, nor shall the Company increase the deductibles or co-pays applicable to such benefits except to the same extent such changes are made to the coverage provided to active executive employees.

        5.9.      Mitigation. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall any profits, income or earnings or other benefits from any source whatsoever create any mitigation, offset, reduction or any other obligation on the part of Executive hereunder.

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        5.10.      Certain additional Payments by the Company. If the Executive is liable for the payment of any excise tax (the “Basic Excise Tax”) pursuant to Section 4999 of the Code, or any successor or like provision, with respect to any payment or property transfers received or to be received under this Agreement or otherwise, the Company shall pay the Executive an amount (the “Special Reimbursement”) which, after payment by the Executive (or on the Executive’s behalf) of any federal, state and local taxes, including, without limitation, any further excise tax under Section 4999 of the Code, with respect to or resulting from the Special Reimbursement, equals the amount of the Basic Excise Tax. All determinations required to be made under Section 5.10 shall be made by one of the four largest nationally certified public accounting firms as the Executive shall select, which shall provide detailed supporting calculations both to the Company and the Executive. Any such determination by the accounting firm shall be binding upon the Company and the Executive. All fees of such accounting firm shall be paid by the Company. The Special Reimbursement shall be paid as soon as practicable after the amount is determined by the accounting firm.

6.     Confidential Information. Except as required in the performance of his duties to the Company under this Agreement, the Executive shall not, during or after the Term of this Agreement, use for himself or others, or disclose to others, any confidential information including without limitation, trade secrets, data, know-how, design, developmental or experimental work, Company relationships, computer programs, proprietary information bases and systems, data bases, customer lists, business plans, financial information of or about the Company or any of its affiliates, customers or clients, unless authorized in writing to do so by the Board, but excluding any information generally available to the public or information (except information related to the Company) which Executive possessed prior to his employment with the Company. The Executive understands that this undertaking applies to the information of either a technical or commercial or other nature and that any information not made available to the general public is to be considered confidential. The Executive acknowledges that such confidential information as is acquired and used by the Company or its affiliates is a special, valuable and unique asset. All records, files, materials and confidential information obtained by Executive in the course of his employment with the Company are confidential and proprietary and shall remain the exclusive property of the Company or its affiliates, as the case may be.

7.      Return of Documents and Property. Upon the termination of Executive’s employment from the Company, or at any time upon the request of the Company, Executive (or his heirs or personal representative) shall deliver to the Company (a) all documents and materials containing confidential information relating to the business or affairs of the Company or any of its affiliates, customers or clients and (b) all other documents, materials and other property belonging to the Company or its affiliates, customers or clients that are in the possession or under the control of Executive.

8.     Noncompetition. By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive agrees, unless the Executive

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requests in writing to the Board, and is thereafter authorized in writing to do so by the Board, that (a) during his employment under this Agreement, and (b) for the two year period following the termination of employment, the Executive shall not directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed or otherwise connected in any manner with, including without limitation as a consultant, any business which at any relevant time during said period directly or indirectly competes with the Company or any of its affiliates in any country in which the Company does business. Notwithstanding the foregoing, the Executive shall not be prohibited during the non-competition period described above from being a passive investor where he owns not more than five percent of the issued and outstanding capital stock of any publicly-held company. The Executive further agrees that during said period, the Executive shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of the Company to terminate employment with the Company or hire any employee of the Company.

9.     Enforcement: The Executive acknowledges that (i) the Executive’s work for the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (ii) the covenants and agreements of the Executive contained in Sections 6, 7 and 8 are essential to the business and goodwill of the Company; and (iii) the Company would not have entered into this Agreement but for the covenants and agreements set forth in Sections 6, 7 and 8. The Executive further acknowledges that in the event of his breach or threat of breach of Sections 6, 7 or 8 of this Agreement, the Company, in addition to any other legal remedies which may be available to it, shall be entitled to appropriate injunctive relief and/or specific performance in order to enforce or prevent any violations of such provisions, and the Executive and the Company hereby confer jurisdiction to enforce such provisions upon the courts of any jurisdiction within the geographical scope of such provisions.

10.     Notices. All notices and other communications provided for herein that one party intends to give to the other party shall be in writing and shall be considered given when mailed or couriered, return receipt requested, or personally delivered, either to the party or at the addresses set forth below (or to such other address as a party shall designate by notice hereunder):

If to the Company:

Crown Holdings, Inc.
One Crown Way
Philadelphia, Pa 19154
Attention: Chief Executive Officer

If to the Executive:

John W. Conway
6059 Stoney Hill Road
New Hope, PA 18938

11.     Legal Fees. The Company shall pay, at least monthly, all costs and expenses, including attorneys’ fees and disbursements, of the Company and the Executive, relating to the interpretation or enforcement of any provision of this Agreement; provided that (i) if the Executive institutes the proceeding and the judge or other individual presiding over the proceeding affirmatively finds that the Executive instituted the proceeding in bad faith, or (ii) if at issue is whether or not the Executive was discharged by the Company for Cause and such judge or other decision-maker finds that the Executive was so discharged for Cause, then the Executive shall pay his own costs and expenses and promptly (and in no event more than 60 days after demand therefore by the Company) return to the Company any such amounts previously paid by the Company under this Section 11.

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12.     Amendments. This Agreement may be amended, modified or superseded only by a written instrument executed by both of the parties hereto.

13.     Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the Company and the Executive and their respective heirs, executors, personal representatives, successors and permitted assigns.

14.     Assignability. This Agreement shall not be assignable, in whole or in part, by either party, without the prior written consent of the other party, provided that (i) this Agreement shall be binding upon and shall be assigned by the Company to any person, firm or corporation with which the Company may be merged or consolidated or which may acquire all or substantially all of the assets of the Company, or its successor (the “Company’s Successor”), (ii) the Company shall require the Company’s Successor to expressly assume in writing all of the Company’s obligations under this Agreement and (iii) the Company’s Successor shall be deemed substituted for the Company for all purposes of this Agreement.

15.     Arbitration. Except as provided in Section 9 of this Agreement, any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration in Philadelphia, Pennsylvania in accordance with the rules of the American Arbitration Association, and judgment upon any award so rendered may be entered in any court having jurisdiction thereof. The determination of the arbitrator(s) shall be conclusive and binding on the Company and the Executive, and judgment may be entered on the arbitrator(s)’ award in any court having jurisdiction.

16.     Governing Law. Except to the extent such laws are superseded by Federal laws, this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without reference to principles of conflict of laws.

17.     Entire Agreement. This Agreement contains the entire Agreement between the parties relative to its subject matter, superseding all prior agreements or understandings of the parties relating thereto. In the event of any conflict between this Agreement and the terms of any benefit plan or any other agreement, the terms of this Agreement will control.

18.      Waiver. Any term or provision of this Agreement may be waived in writing at any time by the party entitled to the benefit thereof. The failure of either party at any time to require performance of any provision of this Agreement shall not affect such party’s right at a later time to enforce such provision. No consent or waiver by either party to any default or to any breach of a condition or term in this Agreement shall be deemed or construed to be a consent or waiver to any other breach or default.

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19.     Withholding of Taxes. All payments made by the Company or the Parent to the Executive under this Agreement shall be subject to the withholding of such amounts, if any, relating to tax, and other payroll deductions as the Company or the Parent may reasonably determine it should withhold pursuant to any applicable law or regulation.

20.     Indemnification. During and after the Term, the Company shall indemnify the Executive and hold the Executive harmless from and against any claim, loss or cause of action arising from or out of the Executive’s performance as an officer, director or employee of the Company or any of its subsidiaries or in any other capacity, including any fiduciary capacity, in which the Executive serves at the request of the Company to the maximum extent permitted by applicable law and the Company’s Articles of Incorporation and By-Laws, provided that in no event shall the protection afforded to the Executive hereunder be less than that afforded under the Articles of Incorporation and By-Laws or policies of the Company as in effect immediately prior to the date hereof.

21.     Survival. Anything contained in this Agreement to the contrary notwithstanding, the provisions of Sections 6, 7, 8, 9, 11, 14, 15 and 18, (and the other provisions of this Agreement to the extent necessary to effectuate the survival of Sections 6, 7, 8, 9, 11, 14, 15 and 18), shall survive termination of this Agreement and any termination of the Executive’s employment hereunder.

22.     Invalidity of Portion of Agreement. If any provision of this Agreement or the application thereof to either party shall be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby and shall be enforceable to the fullest extent of the law. If any clause or provision hereof is determined by any court of competent jurisdiction to be unenforceable because of its scope or duration, the parties expressly agree that such court shall have the power to reduce the duration and/or restrict the scope of such clause or provision to the extent necessary to permit enforcement of such clause or provision in reduced or restricted form.

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        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above.

Crown Holdings, Inc.

Executive

John W. Conway

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EX-10

EXHIBIT 10.1.b

SENIOR EXECUTIVE EMPLOYMENT AGREEMENT

        THIS IS AN EMPLOYMENT AGREEMENT (“Agreement”), effective May 3, 2007, (“Effective Date”) between Crown Holdings, Inc. (the “Company”) and Alan W. Rutherford (the “Executive”).

Background

        WHEREAS, the Executive is currently employed by the Company pursuant to an employment Agreement dated January 3, 2000, as amended (the “Prior Agreement”).

        WHEREAS, the Company desires to assure itself of the continued employment of the Executive with the Company and to encourage his continued attention and dedication to the best interests of the Company.

        WHEREAS, the Executive desires to remain and continue in the employment of the Company in accordance with the terms of this Agreement.

        WHEREAS, as of the Effective Date of this Agreement, the Prior Agreement shall be replaced in its entirety and shall be of no further force and effect.

        NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and intending to be legally bound hereby, the parties agree as follows:

Terms

1.     Definitions.      As used in this Agreement, the following terms shall have the meanings set forth below:

        1.1.      “Board” shall mean the Board of Directors of the Company.

        1.2.      “Cause” shall mean the termination of the Executive’s employment with the Company as a result of:

        (a) the Executive’s willful failure to perform such services as may be reasonably delegated or assigned to the Executive by the Board;

        (b) the continued failure by the Executive to devote his full-time best effort to the performance of his duties under the Agreement (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness);

        (c) the breach by the Executive of any provision of Sections 6, 7 and 8 hereof;

        (d) the willful engaging by the Executive in misconduct which is materially injurious to the Company, monetarily or otherwise; or

        (e) the Executive’s conviction of, or a plea of nolo contendere to, a felony or a crime involving moral turpitude;

in any case as approved by the Board upon the vote of not less than a majority of the Board members then in office, after reasonable notice to the Executive specifying in writing the basis or bases for the proposed termination for Cause and after the Executive, together with counsel, has been provided an opportunity to be heard before a meeting of the Board held upon reasonable notice to all Board members and the Executive. For purposes of this Section 1.2, no act, or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by him in bad faith and without reasonable belief that his action or omission was in the best interests of the Company. Any act or omission to act by the Executive in reliance upon an opinion of counsel to the Company shall not be deemed to be willful.

        1.3.      “Change in Control” shall mean any of the following events:

        (a) a “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding securities; or

        (b) during any period of 2 consecutive years, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 1.3(a), Section 1.3(c) or Section 1.3(d) hereof) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

        (c) the Company merges or consolidates with any other corporation, other than in a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 75% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

        (d) the stockholders of the Company approve a plan of complete liquidation of the Company or the Company sells or otherwise disposes of all or substantially all of the Company’s assets.

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        1.4.      “Code” means the Internal Revenue Code of 1986, as amended from time to time.

        1.5.      “Good Reason” shall mean:

        (a) the assignment to the Executive, without the Executive’s express written approval, of duties or responsibilities, inconsistent, in a material respect, with the Executive’s title and position as set forth and described in Section 2 of this Agreement or the reduction in the Executive’s duties, responsibilities or authority;

        (b) a reduction by the Company in the Executive’s Base Salary (as defined in Section 4.1 below) or in the other compensation and benefits, in the aggregate, payable to the Executive hereunder, or a material adverse change in the terms or conditions on which any such compensation or benefits are payable;

        (c) the Company’s failure, without the express consent of the Executive, to pay the Executive any amounts otherwise vested and due hereunder or under any plan or policy of the Company;

        (d) a relocation of the Executive’s primary place of employment, without the Executive’s express written approval, to a location more than 20 miles from the location at which the Executive performed his duties;

        (e) the Executive’s voluntary termination of employment for any reason during the one month period following the date which is the 12-month anniversary of the date of a Change in Control; or

        (f) the failure or refusal of the Company’s Successor (as defined in Section 14 below) to expressly assume this Agreement in writing, and all of the duties and obligations of the Company hereunder in accordance with Section 14.

        1.6.      “Short-Term Disability” shall mean the temporary incapacity of the Executive that, as determined by the Board in a uniformly-applied manner, renders the Executive temporarily incapable of engaging in his usual executive function and as a result, the Executive is under the direct care and treatment of a physician who certifies to such incapacity.

        1.7.      “Total Disability” shall mean that a qualified physician designated by the Company has determined that the Executive:

        (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or

        (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

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2.     Position and Duties.      The Company agrees to continue to employ the Executive and the Executive hereby agrees to continue to be employed by the Company, upon the terms, conditions and limitations set forth in this Agreement. The Executive shall serve as the Company’s Executive Vice President and Chief Financial Officer, with the customary duties, authorities and responsibility of such position of a publicly-traded corporation and such other duties, authorities and responsibility (a) as have been agreed upon by the Company and the Executive or (b) as may from time to time be delegated to the Executive by the Board as are consistent with such position. The Executive agrees to perform the duties and responsibilities called for hereunder to the best of his ability and to devote his full time, energies and skills to such duties, with the understanding that he may participate in charitable and similar activities and may have business interests in passive investments which may, from time to time, require portions of his time, but such activities shall be done in a manner consistent with his obligations hereunder.

3.     Term.      The Executive’s employment under this Agreement shall commence on the Effective Date and unless sooner terminated as provided in Article 5 shall continue for a period of three years (the “Initial Term”). Except as otherwise provided herein, unless either party gives written notice to the other party at least 30 days before any anniversary of the Effective Date that the term hereunder shall not be extended beyond its then term (a “Nonrenewal Notice”), the term of the Agreement shall automatically be extended for an additional one year period from each anniversary, subject to the same terms, conditions and limitations as applicable to the Initial Term unless amended or terminated as provided herein (the “Renewal Term”). The effect of the preceding sentence is that except as a result of a Nonrenewal Notice, the term of the Agreement shall be a rolling three years. For purposes of this Agreement, the Initial Term and all subsequent Renewal Terms shall be collectively referred to as the “Term” of the Agreement.

4.     Compensation and Benefits.

        4.1.      Base Salary. The Company shall pay to the Executive for the performance of his duties under this Agreement an initial base salary of $700,000 (the “Base Salary”), payable in accordance with the Company’s normal payroll practices. Thereafter, the rate of the Executive’s Base Salary will be reviewed and adjusted as appropriate in accordance with the Company’s regular compensation review practices. Effective as of the date of any such increase, the Base Salary so increased shall be considered the new Base Salary for all purposes of this Agreement.

        4.2.      Incentive Bonus. During the Term, in addition to Base Salary, for each fiscal year of the Company ending during the Term, the Executive shall participate in, and shall have the opportunity to receive a bonus in an amount to be determined in accordance with, the Company’s existing incentive bonus plan or any successor bonus plan, and any other bonus or incentive plan, program or arrangement established by the Company for the benefit of its executive officers (the “Incentive Bonus Payment”).

        4.3.      Employee Benefits. During the Term, the Executive shall be entitled to participate in all of the Company’s employee benefit plans, programs and policies, including any retirement benefits or plans, group life, hospitalization or disability insurance plans, health programs, fringe benefit programs and similar plans, programs and policies, that are now or hereafter made available to the Company’s salaried personnel generally, as such plans, programs and policies may be in effect from time to time, in each case to the extent that the Executive is eligible under the terms of such plans, programs and policies. Without limiting the generality of the foregoing, the Executive shall also be eligible to participate in the Company’s Senior Executive Retirement Plan (the “SERP”) and the Company’s 2006 Stock-Based Incentive Compensation Plan, and any other equity-based incentive plans as maintained by the Company from time to time for the benefit of senior executives.

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        4.4.      Vacation. The Executive shall be entitled to vacation in accordance with the Company’s vacation policy.

        4.5.      Automobile. During the Term, the Company shall make an automobile available to the Executive in accordance with and subject to the conditions of the Company’s standard automobile policy or practices as in effect from time to time.

        4.6.      Reimbursement of Expenses. During the Term, the Company will reimburse the Executive in accordance with the Company’s expense reimbursement policy as in effect from time to time for expenses reasonably and properly incurred by him in performing his duties, provided that such expenses are incurred and accounted for in accordance with the policies and procedures presently or hereinafter established by the Company.

        4.7.      Short-Term Disability. In the event that the Executive incurs a Short-Term Disability, the Executive shall be entitled to six months of Base Salary and incentive payments, payable in accordance with the Company’s normal payroll practices, provided that all payments under this provision shall be reduced dollar-for-dollar by any other short-term disability benefits the Executive is entitled to under any other Company-sponsored short-term disability plan or arrangement and shall cease as of the earliest of the Executive’s cessation of Short-Term Disability, the occurrence of Total Disability, death or attainment of his Normal Retirement Date.

        4.8.      Medical Examination Benefit. During the Term, the Executive shall be entitled to reimbursement for actual costs incurred, up to $2,500 per calendar year, for medical examinations.

5. Termination.

        5.1.      Death. The Executive’s employment under this Agreement shall terminate immediately upon the Executive’s death, and the Company shall have no further obligations under this Agreement, except to pay to the Executive’s estate (or his beneficiary, as may be appropriate) (a) any Base Salary earned through his date of death, to the extent theretofore unpaid, (b) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, (c) such retirement and other benefits earned and vested (if applicable) by the Executive as of the date of his death under any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans and (d) the health and dental benefits provided for in Section 5.8.

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        5.2.      Disability. If the Executive is unable to perform his duties under this Agreement because of a Total Disability, the Company may terminate the Executive’s employment by giving written notice to the Executive. Such termination shall be effective as of the date of such notice and the Company shall have no further obligations under this Agreement, except to pay to the Executive (a) any Base Salary earned through the date of such termination, to the extent theretofore unpaid, (b) Total Disability benefits as described below, (c) such retirement and other benefits earned and vested (if applicable) by the Executive as of the date of his termination under any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans and (d) the health and dental benefits provided for in Section 5.8. In the event that the Executive incurs a Long-Term Disability, the Executive shall be entitled to an annual disability benefit equal to 100% of his Base Salary and a bonus equal to the average Annual Bonus Payment paid or payable to the Executive for the three completed years prior to the year the Executive incurs such total disability, payable in accordance with the Company’s normal payroll practices, provided that all payments under this provision shall be reduced dollar-for-dollar by Social Security disability benefits and any other long-term disability benefits the Executive is entitled to under any other Company-sponsored long-term disability plan or arrangements and shall cease as of the earliest of the Executive cessation of Long-Term Disability, death or attainment of his Normal Retirement Date.

        5.3.      Retirement. The Executive’s voluntary termination of employment without Good Reason at a time when he is eligible to begin receiving early retirement benefits under the Crown Cork & Seal Company, Inc. Pension Plan shall be treated as a retirement termination under this Agreement. Upon such termination, the Company shall have no further obligations under this Agreement, except to pay to the Executive (a) any Base Salary earned through the date of the Executive’s retirement, to the extent theretofore unpaid, (b) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, and (c) such retirement and other benefits earned and vested (if applicable) by the Executive as of the date of his retirement under any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans and (d) the health and dental benefits provided for in Section 5.8.

        5.4.      Voluntary Termination. At any time during the Term, upon 30 days’ written notice to the Company, the Executive may voluntarily terminate his employment with the Company. Upon such termination the Company shall have no further obligations under this Agreement except to pay to the Executive (a) any Base Salary earned to the date of the Executive’s termination of employment, to the extent theretofore unpaid, (b) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, and (c) such retirement and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

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        5.5.      Termination For Cause. The Board may terminate the Executive’s employment and the Company’s obligations under this Agreement at any time for Cause by giving written notice to the Executive. The Company’s required notice of termination shall specify the event or circumstances that constitute Cause. Except as specified below, the Executive’s termination shall be effective as of the date of such notice. If the event or circumstances specified in the Company’s notice of termination constitute Cause under Sections 1.2(a), 1.2(b), or 1.2(c)(or at the discretion of the Board under Section 1.2(d)), the Executive will have 30 days to correct or eliminate such Cause provided the Executive is taking reasonable and demonstrable action to do so during such period. If the Executive has not corrected or eliminated such Cause by the end of such 30-day period, the Executive’s employment shall then terminate. Upon termination of the Executive’s employment for Cause, the obligations of the Company under this Agreement shall terminate, except for the obligation to pay to the Executive (a) any Base Salary earned through the date of such termination, to the extent theretofore unpaid, and (b) such retirement and other benefits earned and vested (if applicable) by the Executive as of such termination under any employee benefit plan of the Company in which the Executive participates, including all payments due under retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

        5.6.      Involuntary Termination by the Company or by the Executive for Good Reason. The Company may terminate the Executive’s employment without Cause and the Executive may terminate his employment for Good Reason at any time during the Term, upon thirty (30) days’ written notice; provided that during such notice period, the Board, in its absolute discretion, may relieve the Executive of all his duties, responsibilities and authority with respect to the Company and restrict the Executive’s access to Company property. If the Company so terminates the Executive’s employment without Cause or the Executive terminates for Good Reason, at any time other than the 13-month period following a Change in Control, the Company’s obligations under this Agreement shall terminate except for the Company’s obligation to pay to the Executive the following: (a) any Base Salary earned through the date of the Executive’s termination of employment, to the extent theretofore unpaid, (b) a lump-sum payment equal to the Executive’s target Incentive Bonus Payment for such year of termination, (c) a lump-sum payment equal to three times the sum of the Executive’s Base Salary and target Incentive Bonus Payment for the year of such termination, (d) such retirement and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans and (e) the health and dental benefits provided for in Section 5.8. Each of the payments described in (a), (b) and (c) above shall be made within 30 days of the Executive’s termination of employment; provided, however that if the Executive is a “Specified Employee,” as that term is defined in section 409A of the Code, such payments, if so required, shall be made on the date that is six months and one day after the date of the Executive’s termination hereunder. In no event shall the payment in clause (c) be included for purposes of the SERP in Executive’s “Compensation,” as that term is defined therein.

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        5.7.      Involuntary Termination by the Company or by the Executive for Good Reason Following a Change of Control. If the Company terminates the Executive’s employment without Cause during the 13-month period following a Change in Control, or the Executive voluntarily terminates his employment for Good Reason during the 13 months following a Change in Control, the Company’s obligations under this Agreement shall terminate except for the Company’s obligation to pay to the Executive the following: (a) any Base Salary earned through the date of the Executive’s termination of employment, to the extent theretofore unpaid, (b) a lump-sum payment equal to the Executive’s target Incentive Bonus Payment for such year of termination, (c) a lump-sum payment equal to three times the sum of the Executive’s Base Salary and average Incentive Bonus Payment paid or payable to the Executive for the three completed years prior to the year of such termination, (d) such retirement and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans, (e) all outstanding stock options held by the Executive shall become immediately vested and exercisable and shall remain exercisable for a period of 30 days or such longer period as provided under the terms of such option and (f) the health and dental benefits provided for in Section 5.8. Each of the payments described in (a), (b) and (c) above shall be made within 30 days of the Executive’s termination of employment; provided, however that if the Executive is a Specified Employee, such payments, if so required, shall be made on the date that is six months and one day after the date of the Executive’s termination hereunder. In no event shall the payment in clause (c) be included for purposes of the SERP in Executive’s “Compensation,” as that term is defined therein.

        5.8.      Health and Dental Benefits. Upon Executive’s termination under Section 5.1, 5.2, 5.3, 5.6 or 5.7 hereof, the Company shall continue to provide the Executive and Executive’s spouse (at the time of termination), as applicable, for the remainder of their respective lives with health and dental benefits on the same terms and conditions as are provided to active executive employees from time to time. Eligibility for such benefits shall be conditioned upon (i) the Executive continuing to pay the active employee premium for such coverage as applicable from time to time and (ii) enrollment and payment of any applicable premium (and continued participation) by the Executive and the Executive’s spouse in Medicare Part A and Part B when eligible. The Company shall not reduce such health and dental benefits following the Executive’s termination of employment, nor shall the Company increase the deductibles or co-pays applicable to such benefits except to the same extent such changes are made to the coverage provided to active executive employees.

        5.9.      Mitigation. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall any profits, income or earnings or other benefits from any source whatsoever create any mitigation, offset, reduction or any other obligation on the part of Executive hereunder.

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        5.10.      Certain additional Payments by the Company. If the Executive is liable for the payment of any excise tax (the “Basic Excise Tax”) pursuant to Section 4999 of the Code, or any successor or like provision, with respect to any payment or property transfers received or to be received under this Agreement or otherwise, the Company shall pay the Executive an amount (the “Special Reimbursement”) which, after payment by the Executive (or on the Executive’s behalf) of any federal, state and local taxes, including, without limitation, any further excise tax under Section 4999 of the Code, with respect to or resulting from the Special Reimbursement, equals the amount of the Basic Excise Tax. All determinations required to be made under Section 5.10 shall be made by one of the four largest nationally certified public accounting firms as the Executive shall select, which shall provide detailed supporting calculations both to the Company and the Executive. Any such determination by the accounting firm shall be binding upon the Company and the Executive. All fees of such accounting firm shall be paid by the Company. The Special Reimbursement shall be paid as soon as practicable after the amount is determined by the accounting firm.

6.     Confidential Information. Except as required in the performance of his duties to the Company under this Agreement, the Executive shall not, during or after the Term of this Agreement, use for himself or others, or disclose to others, any confidential information including without limitation, trade secrets, data, know-how, design, developmental or experimental work, Company relationships, computer programs, proprietary information bases and systems, data bases, customer lists, business plans, financial information of or about the Company or any of its affiliates, customers or clients, unless authorized in writing to do so by the Board, but excluding any information generally available to the public or information (except information related to the Company) which Executive possessed prior to his employment with the Company. The Executive understands that this undertaking applies to the information of either a technical or commercial or other nature and that any information not made available to the general public is to be considered confidential. The Executive acknowledges that such confidential information as is acquired and used by the Company or its affiliates is a special, valuable and unique asset. All records, files, materials and confidential information obtained by Executive in the course of his employment with the Company are confidential and proprietary and shall remain the exclusive property of the Company or its affiliates, as the case may be.

7.      Return of Documents and Property. Upon the termination of Executive’s employment from the Company, or at any time upon the request of the Company, Executive (or his heirs or personal representative) shall deliver to the Company (a) all documents and materials containing confidential information relating to the business or affairs of the Company or any of its affiliates, customers or clients and (b) all other documents, materials and other property belonging to the Company or its affiliates, customers or clients that are in the possession or under the control of Executive.

8.     Noncompetition. By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive agrees, unless the Executive

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requests in writing to the Board, and is thereafter authorized in writing to do so by the Board, that (a) during his employment under this Agreement, and (b) for the two year period following the termination of employment, the Executive shall not directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed or otherwise connected in any manner with, including without limitation as a consultant, any business which at any relevant time during said period directly or indirectly competes with the Company or any of its affiliates in any country in which the Company does business. Notwithstanding the foregoing, the Executive shall not be prohibited during the non-competition period described above from being a passive investor where he owns not more than five percent of the issued and outstanding capital stock of any publicly-held company. The Executive further agrees that during said period, the Executive shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of the Company to terminate employment with the Company or hire any employee of the Company.

9.     Enforcement: The Executive acknowledges that (i) the Executive’s work for the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (ii) the covenants and agreements of the Executive contained in Sections 6, 7 and 8 are essential to the business and goodwill of the Company; and (iii) the Company would not have entered into this Agreement but for the covenants and agreements set forth in Sections 6, 7 and 8. The Executive further acknowledges that in the event of his breach or threat of breach of Sections 6, 7 or 8 of this Agreement, the Company, in addition to any other legal remedies which may be available to it, shall be entitled to appropriate injunctive relief and/or specific performance in order to enforce or prevent any violations of such provisions, and the Executive and the Company hereby confer jurisdiction to enforce such provisions upon the courts of any jurisdiction within the geographical scope of such provisions.

10.     Notices. All notices and other communications provided for herein that one party intends to give to the other party shall be in writing and shall be considered given when mailed or couriered, return receipt requested, or personally delivered, either to the party or at the addresses set forth below (or to such other address as a party shall designate by notice hereunder):

If to the Company:

Crown Holdings, Inc.
One Crown Way
Philadelphia, Pa 19154
Attention: Chief Executive Officer

If to the Executive:

Alan W. Rutherford
216 St. Andrew’s Court
Blue Bell, PA 19422

11.     Legal Fees. The Company shall pay, at least monthly, all costs and expenses, including attorneys’ fees and disbursements, of the Company and the Executive, relating to the interpretation or enforcement of any provision of this Agreement; provided that (i) if the Executive institutes the proceeding and the judge or other individual presiding over the proceeding affirmatively finds that the Executive instituted the proceeding in bad faith, or (ii) if at issue is whether or not the Executive was discharged by the Company for Cause and such judge or other decision-maker finds that the Executive was so discharged for Cause, then the Executive shall pay his own costs and expenses and promptly (and in no event more than 60 days after demand therefore by the Company) return to the Company any such amounts previously paid by the Company under this Section 11.

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12.     Amendments. This Agreement may be amended, modified or superseded only by a written instrument executed by both of the parties hereto.

13.     Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the Company and the Executive and their respective heirs, executors, personal representatives, successors and permitted assigns.

14.     Assignability. This Agreement shall not be assignable, in whole or in part, by either party, without the prior written consent of the other party, provided that (i) this Agreement shall be binding upon and shall be assigned by the Company to any person, firm or corporation with which the Company may be merged or consolidated or which may acquire all or substantially all of the assets of the Company, or its successor (the “Company’s Successor”), (ii) the Company shall require the Company’s Successor to expressly assume in writing all of the Company’s obligations under this Agreement and (iii) the Company’s Successor shall be deemed substituted for the Company for all purposes of this Agreement.

15.     Arbitration. Except as provided in Section 9 of this Agreement, any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration in Philadelphia, Pennsylvania in accordance with the rules of the American Arbitration Association, and judgment upon any award so rendered may be entered in any court having jurisdiction thereof. The determination of the arbitrator(s) shall be conclusive and binding on the Company and the Executive, and judgment may be entered on the arbitrator(s)’ award in any court having jurisdiction.

16.     Governing Law. Except to the extent such laws are superseded by Federal laws, this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without reference to principles of conflict of laws.

17.     Entire Agreement. This Agreement contains the entire Agreement between the parties relative to its subject matter, superseding all prior agreements or understandings of the parties relating thereto. In the event of any conflict between this Agreement and the terms of any benefit plan or any other agreement, the terms of this Agreement will control.

18.      Waiver. Any term or provision of this Agreement may be waived in writing at any time by the party entitled to the benefit thereof. The failure of either party at any time to require performance of any provision of this Agreement shall not affect such party’s right at a later time to enforce such provision. No consent or waiver by either party to any default or to any breach of a condition or term in this Agreement shall be deemed or construed to be a consent or waiver to any other breach or default.

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19.     Withholding of Taxes. All payments made by the Company or the Parent to the Executive under this Agreement shall be subject to the withholding of such amounts, if any, relating to tax, and other payroll deductions as the Company or the Parent may reasonably determine it should withhold pursuant to any applicable law or regulation.

20.     Indemnification. During and after the Term, the Company shall indemnify the Executive and hold the Executive harmless from and against any claim, loss or cause of action arising from or out of the Executive’s performance as an officer, director or employee of the Company or any of its subsidiaries or in any other capacity, including any fiduciary capacity, in which the Executive serves at the request of the Company to the maximum extent permitted by applicable law and the Company’s Articles of Incorporation and By-Laws, provided that in no event shall the protection afforded to the Executive hereunder be less than that afforded under the Articles of Incorporation and By-Laws or policies of the Company as in effect immediately prior to the date hereof.

21.     Survival. Anything contained in this Agreement to the contrary notwithstanding, the provisions of Sections 6, 7, 8, 9, 11, 14, 15 and 18, (and the other provisions of this Agreement to the extent necessary to effectuate the survival of Sections 6, 7, 8, 9, 11, 14, 15 and 18), shall survive termination of this Agreement and any termination of the Executive’s employment hereunder.

22.     Invalidity of Portion of Agreement. If any provision of this Agreement or the application thereof to either party shall be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby and shall be enforceable to the fullest extent of the law. If any clause or provision hereof is determined by any court of competent jurisdiction to be unenforceable because of its scope or duration, the parties expressly agree that such court shall have the power to reduce the duration and/or restrict the scope of such clause or provision to the extent necessary to permit enforcement of such clause or provision in reduced or restricted form.

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        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above.

Crown Holdings, Inc.

Executive

Alan W. Rutherford

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EX-10

EXHIBIT 10.1.c

EXECUTIVE EMPLOYMENT AGREEMENT

        THIS IS AN EMPLOYMENT AGREEMENT (“Agreement”), effective May 3, 2007, (“Effective Date”) between Crown Holdings, Inc. (the “Company”) and William H. Voss (the “Executive”).

Background

        WHEREAS, the Executive is currently employed by the Company pursuant to an employment Agreement dated July 22, 2004 (the “Prior Agreement”).

        WHEREAS, the Company desires to assure itself of the continued employment of the Executive with the Company and to encourage his continued attention and dedication to the best interests of the Company.

        WHEREAS, the Executive desires to remain and continue in the employment of the Company in accordance with the terms of this Agreement.

        WHEREAS, as of the Effective Date of this Agreement, the Prior Agreement shall be replaced in its entirety and shall be of no further force and effect.

        NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and intending to be legally bound hereby, the parties agree as follows:

Terms

1.     Definitions.      As used in this Agreement, the following terms shall have the meanings set forth below:

        1.1.      “Board” shall mean the Board of Directors of the Company.

        1.2.      “Cause” shall mean the termination of the Executive’s employment with the Company as a result of:

        (a) the Executive’s willful failure to perform such services as may be reasonably delegated or assigned to the Executive by the Board, the Chairman of the Board, the Vice Chairman of the Board, the Company’s Chief Executive Officer or any executive to whom the Executive reports;

        (b) the continued failure by the Executive to devote his full-time best effort to the performance of his duties under the Agreement (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness);

        (c) the breach by the Executive of any provision of Sections 6, 7 and 8 hereof;

        (d) the willful engaging by the Executive in misconduct which is materially injurious to the Company, monetarily or otherwise; or

        (e) the Executive’s conviction of, or a plea of nolo contendere to, a felony or a crime involving moral turpitude;

        1.3.      “Change in Control” shall mean any of the following events:

        (a) a “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding securities; or

        (b) during any period of 2 consecutive years, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 1.3(a), Section 1.3(c) or Section 1.3(d) hereof) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

        (c) the Company merges or consolidates with any other corporation, other than in a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 75% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

        (d) the stockholders of the Company approve a plan of complete liquidation of the Company or the Company sells or otherwise disposes of all or substantially all of the Company’s assets.

        1.4.      “Code” means the Internal Revenue Code of 1986, as amended from time to time.

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        1.5.      “Good Reason” shall mean:

        (a) the assignment to the Executive, without the Executive’s express written approval, of duties or responsibilities, inconsistent, in a material respect, with the Executive’s title and position on the date of a Change in Control or the reduction in the Executive’s duties, responsibilities or authority from those in effect on the date of a Change in Control;

        (b) a reduction by the Company in the Executive’s Base Salary (as defined in Section 4.1 below) or in the other compensation and benefits, in the aggregate, payable to the Executive hereunder, or a material adverse change in the terms or conditions on which any such compensation or benefits are payable as in effect on the date of a Change in Control;

        (c) following a Change in Control, the Company’s failure, without the express consent of the Executive, to pay the Executive any amounts otherwise vested and due hereunder or under any plan or policy of the Company;

        (d) a relocation of the Executive’s primary place of employment, without the Executive’s express written approval, to a location more than 20 miles from the location at which the Executive performed his duties on the date of a Change in Control; or

        (e) the failure or refusal of the Company’s Successor (as defined in Section 13 below) to expressly assume this Agreement in writing, and all of the duties and obligations of the Company hereunder in accordance with Section 13.

        1.6.      “Short-Term Disability” shall mean the temporary incapacity of the Executive that, as determined by the Board in a uniformly-applied manner, renders the Executive temporarily incapable of engaging in his usual executive function and as a result, the Executive is under the direct care and treatment of a physician who certifies to such incapacity.

        1.7.      “Total Disability” shall mean that a qualified physician designated by the Company has determined that the Executive:

        (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or

        (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

2.     Position and Duties.      The Company agrees to continue to employ the Executive and the Executive hereby agrees to continue to be employed by the Company, upon the terms, conditions and limitations set forth in this Agreement. The Executive shall serve as the Company’s Executive Vice President, with the customary duties, authorities and responsibility of such position of a publicly-traded corporation and such other duties, authorities and responsibility (a) as have been agreed upon by the Company and the Executive or (b) as may from time to time be delegated to the Executive by the Board, the Chairman of the Board, the Vice Chairman of the Board, the Company’s Chief Executive Officer or any other executive to whom the Executive reports as are consistent with such position. The Executive agrees to perform the duties and responsibilities called for hereunder to the best of his ability and to devote his full time, energies and skills to such duties, with the understanding that he may participate in charitable and similar activities and may have business interests in passive investments which may, from time to time, require portions of his time, but such activities shall be done in a manner consistent with his obligations hereunder.

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3.     Term.      The Executive’s employment under this Agreement shall commence on the Effective Date and unless sooner terminated as provided in Article 5 shall continue for a period of one year (the “Initial Term”). Except as otherwise provided herein, unless either party gives written notice to the other party at least 30 days before any anniversary of the Effective Date that the term hereunder shall not be extended beyond its then term (a “Nonrenewal Notice”), the term of the Agreement shall automatically be extended for an additional one year period from each anniversary, subject to the same terms, conditions and limitations as applicable to the Initial Term unless amended or terminated as provided herein (the “Renewal Term”). For purposes of this Agreement, the Initial Term and all subsequent Renewal Terms shall be collectively referred to as the “Term” of the Agreement.

4.     Compensation and Benefits.

        4.1.      Base Salary. The Company shall pay to the Executive for the performance of his duties under this Agreement an initial base salary of $350,000 per year (the “Base Salary”), payable in accordance with the Company’s normal payroll practices. Thereafter, the rate of the Executive’s Base Salary will be reviewed and adjusted as appropriate in accordance with the Company’s regular compensation review practices. Effective as of the date of any such increase, the Base Salary so increased shall be considered the new Base Salary for all purposes of this Agreement.

        4.2.      Incentive Bonus. During the Term, in addition to Base Salary, for each fiscal year of the Company ending during the Term, the Executive shall participate in, and shall have the opportunity to receive a bonus in an amount to be determined in accordance with, the Company’s existing incentive bonus plan or any successor bonus plan, and any other bonus or incentive plan, program or arrangement established by the Company for the benefit of its executive officers (the “Incentive Bonus Payment”).

        4.3.      Employee Benefits. During the Term, the Executive shall be entitled to participate in all of the Company’s employee benefit plans, programs and policies, including any retirement benefits or plans, group life, hospitalization or disability insurance plans, health programs, fringe benefit programs and similar plans, programs and policies, that are now or hereafter made available to the Company’s salaried personnel generally, as such plans, programs and policies may be in effect from time to time, in each case to the extent that the Executive is eligible under the terms of such plans, programs and policies. Without limiting the generality of the foregoing, the Executive shall also be eligible to participate in the Company’s Senior Executive Retirement Plan (the “SERP”) and the Company’s 2006 Stock-Based Incentive Compensation Plan, and any other equity-based incentive plans as maintained by the Company from time to time for the benefit of senior executives.

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        4.4.      Vacation. The Executive shall be entitled to vacation in accordance with the Company’s vacation policy.

        4.5.      Automobile. During the Term, the Company shall make an automobile available to the Executive in accordance with and subject to the conditions of the Company’s standard automobile policy or practices as in effect from time to time.

        4.6.      Reimbursement of Expenses. During the Term, the Company will reimburse the Executive in accordance with the Company’s expense reimbursement policy as in effect from time to time for expenses reasonably and properly incurred by him in performing his duties, provided that such expenses are incurred and accounted for in accordance with the policies and procedures presently or hereinafter established by the Company.

        4.7.      Short-Term Disability. In the event that the Executive incurs a Short-Term Disability, the Executive shall be entitled to six months of Base Salary and incentive payments, payable in accordance with the Company’s normal payroll practices, provided that all payments under this provision shall be reduced dollar-for-dollar by any other short-term disability benefits the Executive is entitled to under any other Company-sponsored short-term disability plan or arrangement and shall cease as of the earliest of the Executive’s cessation of Short-Term Disability, the occurrence of Total Disability, death or attainment of his Normal Retirement Date.

        4.8.      Medical Examination Benefit. During the Term, the Executive shall be entitled to reimbursement for actual costs incurred, up to $2,500 per calendar year, for medical examinations.

5. Termination.

        5.1.      Death. The Executive’s employment under this Agreement shall terminate immediately upon the Executive’s death, and the Company shall have no further obligations under this Agreement, except to pay to the Executive’s estate (or his beneficiary, as may be appropriate) (a) any Base Salary earned through his date of death, to the extent theretofore unpaid, (b) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, (c) such retirement and other benefits earned and vested (if applicable) by the Executive as of the date of his death under any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans and (c) the health and dental benefits provided for in Section 5.8.

        5.2.      Disability. If the Executive is unable to perform his duties under this Agreement because of a Total Disability, the Company may terminate the Executive’s employment by giving written notice to the Executive. Such termination shall be effective as of the date of such notice and the Company shall have no further obligations under this Agreement, except to pay to the Executive (a) any Base Salary earned through the date of such termination, to the extent theretofore unpaid, (b) Total Disability benefits as described below, (c) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, (d) such retirement and other benefits earned and vested (if applicable) by the Executive as of the date of his termination under any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans and (d) the health and dental benefits provided for in Section 5.8. In the event that the Executive incurs a Long-Term Disability, the Executive shall be entitled to an annual disability benefit equal to 75% of his Base Salary, payable in accordance with the Company’s normal payroll practices, provided that all payments under this provision shall be reduced dollar-for-dollar by Social Security disability benefits and any other long-term disability benefits the Executive is entitled to under any other Company-sponsored long-term disability plan or arrangements and shall cease as of the earliest of the Executive cessation of Long-Term Disability, death or attainment of his Normal Retirement Date.

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        5.3.      Retirement. The Executive’s voluntary termination of employment at a time when he is eligible to begin receiving early retirement benefits under the Crown Cork & Seal Company, Inc. Pension Plan shall be treated as a retirement termination under this Agreement. Unless Section 5.7 is applicable, upon such termination, the Company shall have no further obligations under this Agreement, except to pay to the Executive (a) any Base Salary earned through the date of the Executive’s retirement, to the extent theretofore unpaid, (b) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, and (c) such retirement and other benefits earned and vested (if applicable) by the Executive as of the date of his retirement under any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans and (d) the health and dental benefits provided for in Section 5.8.

        5.4.      Voluntary Termination. At any time during the Term, upon 30 days’ written notice to the Company, the Executive may voluntarily terminate his employment with the Company. Unless Section 5.7 is applicable, upon such termination the Company shall have no further obligations under this Agreement except to pay to the Executive (a) any Base Salary earned to the date of the Executive’s termination of employment, to the extent theretofore unpaid, (b) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, and (c) such retirement and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

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        5.5.      Termination For Cause. The Board may terminate the Executive’s employment and the Company’s obligations under this Agreement at any time for Cause by giving written notice to the Executive. The Company’s required notice of termination shall specify the event or circumstances that constitute Cause. Executive’s termination shall be effective as of the date of such notice. Upon termination of the Executive’s employment for Cause, the obligations of the Company under this Agreement shall terminate, except for the obligation to pay to the Executive (a) any Base Salary earned through the date of such termination, to the extent theretofore unpaid, and (b) such retirement and other benefits earned and vested (if applicable) by the Executive as of such termination under any employee benefit plan of the Company in which the Executive participates, including all payments due under retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

        5.6.      Involuntary Termination by the Company without Cause Prior to a Change in Control. The Company may terminate the Executive’s employment without Cause at any time during the Term, upon thirty (30) days’ written notice; provided that during such notice period, the Board, in its absolute discretion, may relieve the Executive of all his duties, responsibilities and authority with respect to the Company and restrict the Executive’s access to Company property. For purposes of this Section 5.6, the Company’s delivery of a Nonrenewal Notice to the Executive shall be treated as termination without Cause on the last day of the then current Term. If the Company so terminates the Executive’s employment without Cause at any time other than the 12-month period following a Change in Control, the Company’s obligations under this Agreement shall terminate except for the Company’s obligation to pay to the Executive the following: (a) any Base Salary earned through the date of the Executive’s termination of employment, to the extent theretofore unpaid, (b) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, (c) continued Base Salary for the one year period following his termination, paid in accordance with the Company’s normal payroll practice, provided however that if the Executive is a “Specified Employee,” as that term is defined in section 409A of the Code, any payments under this clause, if so required, shall be made on the date that is six months and one day after the date of the Executive’s termination hereunder and (d) such retirement and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans. In no event shall the payment in clause (c) be included for purposes of the SERP in Executive’s “Compensation,” as that term is defined therein.

        5.7.      Involuntary Termination by the Company or by the Executive for Good Reason Following a Change of Control. If the Company terminates the Executive’s employment without Cause during the 12-month period following a Change in Control, or the Executive voluntarily terminates his employment for Good Reason during the 12 months following a Change in Control, the Company’s obligations under this Agreement shall terminate except for the Company’s obligation to pay to the Executive the following: (a) any Base Salary earned through the date of the Executive’s termination of

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employment, to the extent theretofore unpaid, (b) a lump-sum payment equal to the Executive’s target Incentive Bonus Payment for such year of termination, (c) a lump-sum payment equal to three times the sum of the Executive’s Base Salary and average Incentive Bonus Payment paid or payable to the Executive for the three completed years prior to the year of such termination, (d) such retirement and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans, (e) all outstanding stock options held by the Executive shall become immediately vested and exercisable and shall remain exercisable for a period of 30 days or such longer period as provided under the terms of such option, and (f) the health and dental benefits provided for in Section 5.8. Each of the payments described in (a), (b) and (c) above shall be made within 30 days of the Executive’s termination of employment; provided, however that if the Executive is a Specified Employee, such payments, if so required, shall be made on the date that is six months and one day after the date of the Executive’s termination hereunder. In no event shall the payment in clause (c) be included for purposes of the SERP in Executive’s “Compensation,” as that term is defined therein.

        5.8.      Health and Dental Benefits. Upon Executive’s termination under Section 5.1, 5.2, 5.3, or 5.7 hereof, the Company shall continue to provide the Executive and Executive’s spouse and children (in both cases, as of the time of termination), as applicable, with health and dental benefits on the same terms and conditions as are provided to active executive employees from time to time. Eligibility for such benefits shall be conditioned upon (i) the Executive continuing to pay the active employee premium for such coverage as applicable from time to time and (ii) enrollment and payment of any applicable premium (and continued participation) by the Executive and the Executive’s spouse in Medicare Part A and Part B when eligible. In the case of the Executive and the Executive’s spouse, such benefits shall continue for the remainder of their respective lives. In the case of the Executive’s children, such benefits shall continue until such child reaches age 19 or age 25 if such child is a full-time student and unmarried. The Company shall not reduce such health and dental benefits following the Executive’s termination of employment, nor shall the Company increase the deductibles or co-pays applicable to such benefits except to the same extent such changes are made to the coverage provided to active executive employees.

        5.9.      Mitigation. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall any profits, income or earnings or other benefits from any source whatsoever create any mitigation, offset, reduction or any other obligation on the part of Executive hereunder.

        5.10.      Certain additional Payments by the Company. If the Executive is liable for the payment of any excise tax (the “Basic Excise Tax”) pursuant to Section 4999 of the Code, or any successor or like provision, with respect to any payment or property transfers received or to be received under this Agreement or otherwise, the Company shall pay the Executive an amount (the “Special Reimbursement”) which, after payment by the Executive (or on the Executive’s behalf) of any federal, state and local taxes, including, without limitation, any further excise tax under Section 4999 of the Code, with respect to or resulting from the Special Reimbursement, equals the amount of the Basic Excise Tax. All determinations required to be made under Section 5.10 shall be made by one of the four largest nationally certified public accounting firms as the Executive shall select, which shall provide detailed supporting calculations both to the Company and the Executive. Any such determination by the accounting firm shall be binding upon the Company and the Executive. All fees of such accounting firm shall be paid by the Company. The Special Reimbursement shall be paid as soon as practicable after the amount is determined by the accounting firm.

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6.     Confidential Information. Except as required in the performance of his duties to the Company under this Agreement, the Executive shall not, during or after the Term of this Agreement, use for himself or others, or disclose to others, any confidential information including without limitation, trade secrets, data, know-how, design, developmental or experimental work, Company relationships, computer programs, proprietary information bases and systems, data bases, customer lists, business plans, financial information of or about the Company or any of its affiliates, customers or clients, unless authorized in writing to do so by the Board or the Chief Executive Officer, but excluding any information generally available to the public or information (except information related to the Company) which Executive possessed prior to his employment with the Company. The Executive understands that this undertaking applies to the information of either a technical or commercial or other nature and that any information not made available to the general public is to be considered confidential. The Executive acknowledges that such confidential information as is acquired and used by the Company or its affiliates is a special, valuable and unique asset. All records, files, materials and confidential information obtained by Executive in the course of his employment with the Company are confidential and proprietary and shall remain the exclusive property of the Company or its affiliates, as the case may be.

7.      Return of Documents and Property. Upon the termination of Executive’s employment from the Company, or at any time upon the request of the Company, Executive (or his heirs or personal representative) shall deliver to the Company (a) all documents and materials containing confidential information relating to the business or affairs of the Company or any of its affiliates, customers or clients and (b) all other documents, materials and other property belonging to the Company or its affiliates, customers or clients that are in the possession or under the control of Executive.

8.     Noncompetition. By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive agrees, unless the Executive requests in writing to the Board, and is thereafter authorized in writing to do so by the Board, that (a) during his employment under this Agreement, and (b)(i) for the one year period following the termination of employment prior to a Change in Control or (ii) the two year period following the termination of employment following a Change in Control, the Executive shall not directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed or otherwise connected in any manner with, including without limitation as a consultant, any business which at any relevant time during said period directly or indirectly competes with the Company or any of its affiliates in any country in which the Company does business. Notwithstanding the foregoing, the Executive shall not be prohibited during the non-competition period described above from being a passive investor where he owns not more than five percent of the issued and outstanding capital stock of any publicly-held company. The Executive further agrees that during said period, the Executive shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of the Company to terminate employment with the Company or hire any employee of the Company.

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9.     Enforcement: The Executive acknowledges that (i) the Executive’s work for the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (ii) the covenants and agreements of the Executive contained in Sections 6, 7 and 8 are essential to the business and goodwill of the Company; and (iii) the Company would not have entered into this Agreement but for the covenants and agreements set forth in Sections 6, 7 and 8. The Executive further acknowledges that in the event of his breach or threat of breach of Sections 6, 7 or 8 of this Agreement, the Company, in addition to any other legal remedies which may be available to it, shall be entitled to appropriate injunctive relief and/or specific performance in order to enforce or prevent any violations of such provisions, and the Executive and the Company hereby confer jurisdiction to enforce such provisions upon the courts of any jurisdiction within the geographical scope of such provisions.

10.     Notices. All notices and other communications provided for herein that one party intends to give to the other party shall be in writing and shall be considered given when mailed or couriered, return receipt requested, or personally delivered, either to the party or at the addresses set forth below (or to such other address as a party shall designate by notice hereunder):

If to the Company:

Crown Holdings, Inc.
One Crown Way
Philadelphia, Pa 19154
Attention: Chief Executive Officer

If to the Executive:

William Voss
449 East Penn Street
Newtown, PA 18940

11.     Amendments. This Agreement may be amended, modified or superseded only by a written instrument executed by both of the parties hereto.

12.     Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the Company and the Executive and their respective heirs, executors, personal representatives, successors and permitted assigns.

13.     Assignability. This Agreement shall not be assignable, in whole or in part, by either party, without the prior written consent of the other party, provided that (i) this Agreement shall be binding upon and shall be assigned by the Company to any person, firm or corporation with which the Company may be merged or consolidated or which may acquire all or substantially all of the assets of the Company, or its successor (the “Company’s Successor”), (ii) the Company shall require the Company’s Successor to expressly assume in writing all of the Company’s obligations under this Agreement and (iii) the Company’s Successor shall be deemed substituted for the Company for all purposes of this Agreement.

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14.     Arbitration. Except as provided in Section 9 of this Agreement, any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration in Philadelphia, Pennsylvania in accordance with the rules of the American Arbitration Association, and judgment upon any award so rendered may be entered in any court having jurisdiction thereof. The determination of the arbitrator(s) shall be conclusive and binding on the Company and the Executive, and judgment may be entered on the arbitrator(s)’ award in any court having jurisdiction.

15.     Governing Law. Except to the extent such laws are superseded by Federal laws, this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without reference to principles of conflict of laws.

16.     Entire Agreement. This Agreement contains the entire Agreement between the parties relative to its subject matter, superseding all prior agreements or understandings of the parties relating thereto. In the event of any conflict between this Agreement and the terms of any benefit plan or any other agreement, the terms of this Agreement will control.

17.      Waiver. Any term or provision of this Agreement may be waived in writing at any time by the party entitled to the benefit thereof. The failure of either party at any time to require performance of any provision of this Agreement shall not affect such party’s right at a later time to enforce such provision. No consent or waiver by either party to any default or to any breach of a condition or term in this Agreement shall be deemed or construed to be a consent or waiver to any other breach or default.

18.     Withholding of Taxes. All payments made by the Company or the Parent to the Executive under this Agreement shall be subject to the withholding of such amounts, if any, relating to tax, and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation.

19.     Survival. Anything contained in this Agreement to the contrary notwithstanding, the provisions of Sections 6, 7, 8, 9, 13, 14 and 17, (and the other provisions of this Agreement to the extent necessary to effectuate the survival of Sections 6, 7, 8, 9, 13, 14 and 17), shall survive termination of this Agreement and any termination of the Executive’s employment hereunder.

20.     Invalidity of Portion of Agreement. If any provision of this Agreement or the application thereof to either party shall be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby and shall be enforceable to the fullest extent of the law. If any clause or provision hereof is determined by any court of competent jurisdiction to be unenforceable because of its scope or duration, the parties expressly agree that such court shall have the power to reduce the duration and/or restrict the scope of such clause or provision to the extent necessary to permit enforcement of such clause or provision in reduced or restricted form.

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        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above.

Crown Holdings, Inc.

John W. Conway

Chairman of the Board, President

and Chief Executive Officer

Executive

William H. Voss

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EX-10

EXHIBIT 10.1.d

EXECUTIVE EMPLOYMENT AGREEMENT

        THIS IS AN EMPLOYMENT AGREEMENT (“Agreement”), effective May 3, 2007, (“Effective Date”) between Crown Holdings, Inc. (the “Company”) and Frank J. Mechura (the “Executive”).

Background

        WHEREAS, the Executive is currently employed by the Company pursuant to an employment Agreement dated July 22, 2004 (the “Prior Agreement”).

        WHEREAS, the Company desires to assure itself of the continued employment of the Executive with the Company and to encourage his continued attention and dedication to the best interests of the Company.

        WHEREAS, the Executive desires to remain and continue in the employment of the Company in accordance with the terms of this Agreement.

        WHEREAS, as of the Effective Date of this Agreement, the Prior Agreement shall be replaced in its entirety and shall be of no further force and effect.

        NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and intending to be legally bound hereby, the parties agree as follows:

Terms

1.     Definitions.      As used in this Agreement, the following terms shall have the meanings set forth below:

        1.1.      “Board” shall mean the Board of Directors of the Company.

        1.2.      “Cause” shall mean the termination of the Executive’s employment with the Company as a result of:

        (a) the Executive’s willful failure to perform such services as may be reasonably delegated or assigned to the Executive by the Board, the Chairman of the Board, the Vice Chairman of the Board, the Company’s Chief Executive Officer or any executive to whom the Executive reports;

        (b) the continued failure by the Executive to devote his full-time best effort to the performance of his duties under the Agreement (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness);

        (c) the breach by the Executive of any provision of Sections 6, 7 and 8 hereof;

        (d) the willful engaging by the Executive in misconduct which is materially injurious to the Company, monetarily or otherwise; or

        (e) the Executive’s conviction of, or a plea of nolo contendere to, a felony or a crime involving moral turpitude;

        1.3.      “Change in Control” shall mean any of the following events:

        (a) a “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding securities; or

        (b) during any period of 2 consecutive years, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 1.3(a), Section 1.3(c) or Section 1.3(d) hereof) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

        (c) the Company merges or consolidates with any other corporation, other than in a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 75% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

        (d) the stockholders of the Company approve a plan of complete liquidation of the Company or the Company sells or otherwise disposes of all or substantially all of the Company’s assets.

        1.4.      “Code” means the Internal Revenue Code of 1986, as amended from time to time.

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        1.5.      “Good Reason” shall mean:

        (a) the assignment to the Executive, without the Executive’s express written approval, of duties or responsibilities, inconsistent, in a material respect, with the Executive’s title and position on the date of a Change in Control or the reduction in the Executive’s duties, responsibilities or authority from those in effect on the date of a Change in Control;

        (b) a reduction by the Company in the Executive’s Base Salary (as defined in Section 4.1 below) or in the other compensation and benefits, in the aggregate, payable to the Executive hereunder, or a material adverse change in the terms or conditions on which any such compensation or benefits are payable as in effect on the date of a Change in Control;

        (c) following a Change in Control, the Company’s failure, without the express consent of the Executive, to pay the Executive any amounts otherwise vested and due hereunder or under any plan or policy of the Company;

        (d) a relocation of the Executive’s primary place of employment, without the Executive’s express written approval, to a location more than 20 miles from the location at which the Executive performed his duties on the date of a Change in Control; or

        (e) the failure or refusal of the Company’s Successor (as defined in Section 13 below) to expressly assume this Agreement in writing, and all of the duties and obligations of the Company hereunder in accordance with Section 13.

        1.6.      “Short-Term Disability” shall mean the temporary incapacity of the Executive that, as determined by the Board in a uniformly-applied manner, renders the Executive temporarily incapable of engaging in his usual executive function and as a result, the Executive is under the direct care and treatment of a physician who certifies to such incapacity.

        1.7.      “Total Disability” shall mean that a qualified physician designated by the Company has determined that the Executive:

        (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or

        (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

2.     Position and Duties.      The Company agrees to continue to employ the Executive and the Executive hereby agrees to continue to be employed by the Company, upon the terms, conditions and limitations set forth in this Agreement. The Executive shall serve as the Company’s President – Americas Division, with the customary duties, authorities and responsibility of such position of a publicly-traded corporation and such other duties, authorities and responsibility (a) as have been agreed upon by the Company and the Executive or (b) as may from time to time be delegated to the Executive by the Board, the Chairman of the Board, the Vice Chairman of the Board, the Company’s Chief Executive Officer or any other executive to whom the Executive reports as are consistent with such position. The Executive agrees to perform the duties and responsibilities called for hereunder to the best of his ability and to devote his full time, energies and skills to such duties, with the understanding that he may participate in charitable and similar activities and may have business interests in passive investments which may, from time to time, require portions of his time, but such activities shall be done in a manner consistent with his obligations hereunder.

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3.     Term.      The Executive’s employment under this Agreement shall commence on the Effective Date and unless sooner terminated as provided in Article 5 shall continue for a period of one year (the “Initial Term”). Except as otherwise provided herein, unless either party gives written notice to the other party at least 30 days before any anniversary of the Effective Date that the term hereunder shall not be extended beyond its then term (a “Nonrenewal Notice”), the term of the Agreement shall automatically be extended for an additional one year period from each anniversary, subject to the same terms, conditions and limitations as applicable to the Initial Term unless amended or terminated as provided herein (the “Renewal Term”). For purposes of this Agreement, the Initial Term and all subsequent Renewal Terms shall be collectively referred to as the “Term” of the Agreement.

4.     Compensation and Benefits.

        4.1.      Base Salary. The Company shall pay to the Executive for the performance of his duties under this Agreement an initial base salary of $550,000 per year (the “Base Salary”), payable in accordance with the Company’s normal payroll practices. Thereafter, the rate of the Executive’s Base Salary will be reviewed and adjusted as appropriate in accordance with the Company’s regular compensation review practices. Effective as of the date of any such increase, the Base Salary so increased shall be considered the new Base Salary for all purposes of this Agreement.

        4.2.      Incentive Bonus. During the Term, in addition to Base Salary, for each fiscal year of the Company ending during the Term, the Executive shall participate in, and shall have the opportunity to receive a bonus in an amount to be determined in accordance with, the Company’s existing incentive bonus plan or any successor bonus plan, and any other bonus or incentive plan, program or arrangement established by the Company for the benefit of its executive officers (the “Incentive Bonus Payment”).

        4.3.      Employee Benefits. During the Term, the Executive shall be entitled to participate in all of the Company’s employee benefit plans, programs and policies, including any retirement benefits or plans, group life, hospitalization or disability insurance plans, health programs, fringe benefit programs and similar plans, programs and policies, that are now or hereafter made available to the Company’s salaried personnel generally, as such plans, programs and policies may be in effect from time to time, in each case to the extent that the Executive is eligible under the terms of such plans, programs and policies. Without limiting the generality of the foregoing, the Executive shall also be eligible to participate in the Company’s Senior Executive Retirement Plan (the “SERP”) and the Company’s 2006 Stock-Based Incentive Compensation Plan, and any other equity-based incentive plans as maintained by the Company from time to time for the benefit of senior executives.

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        4.4.      Vacation. The Executive shall be entitled to vacation in accordance with the Company’s vacation policy.

        4.5.      Automobile. During the Term, the Company shall make an automobile available to the Executive in accordance with and subject to the conditions of the Company’s standard automobile policy or practices as in effect from time to time.

        4.6.      Reimbursement of Expenses. During the Term, the Company will reimburse the Executive in accordance with the Company’s expense reimbursement policy as in effect from time to time for expenses reasonably and properly incurred by him in performing his duties, provided that such expenses are incurred and accounted for in accordance with the policies and procedures presently or hereinafter established by the Company.

        4.7.      Short-Term Disability. In the event that the Executive incurs a Short-Term Disability, the Executive shall be entitled to six months of Base Salary and incentive payments, payable in accordance with the Company’s normal payroll practices, provided that all payments under this provision shall be reduced dollar-for-dollar by any other short-term disability benefits the Executive is entitled to under any other Company-sponsored short-term disability plan or arrangement and shall cease as of the earliest of the Executive’s cessation of Short-Term Disability, the occurrence of Total Disability, death or attainment of his Normal Retirement Date.

        4.8.      Medical Examination Benefit. During the Term, the Executive shall be entitled to reimbursement for actual costs incurred, up to $2,500 per calendar year, for medical examinations.

5. Termination.

        5.1.      Death. The Executive’s employment under this Agreement shall terminate immediately upon the Executive’s death, and the Company shall have no further obligations under this Agreement, except to pay to the Executive’s estate (or his beneficiary, as may be appropriate) (a) any Base Salary earned through his date of death, to the extent theretofore unpaid, (b) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, (c) such retirement and other benefits earned and vested (if applicable) by the Executive as of the date of his death under any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans and (d) the health and dental benefits provided for in Section 5.8.

        5.2.      Disability. If the Executive is unable to perform his duties under this Agreement because of a Total Disability, the Company may terminate the Executive’s employment by giving written notice to the Executive. Such termination shall be effective as of the date of such notice and the Company shall have no further obligations under this Agreement, except to pay to the Executive (a) any Base Salary earned through the date of such termination, to the extent theretofore unpaid, (b) Total Disability benefits as described below, (c) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, (d) such retirement and other benefits earned and vested (if applicable) by the Executive as of the date of his termination under any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans and (e) the health and dental benefits provided for in Section 5.8. In the event that the Executive incurs a Long-Term Disability, the Executive shall be entitled to an annual disability benefit equal to 75% of his Base Salary, payable in accordance with the Company’s normal payroll practices, provided that all payments under this provision shall be reduced dollar-for-dollar by Social Security disability benefits and any other long-term disability benefits the Executive is entitled to under any other Company-sponsored long-term disability plan or arrangements and shall cease as of the earliest of the Executive cessation of Long-Term Disability, death or attainment of his Normal Retirement Date.

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        5.3.      Retirement. The Executive’s voluntary termination of employment at a time when he is eligible to begin receiving early retirement benefits under the Crown Cork & Seal Company, Inc. Pension Plan shall be treated as a retirement termination under this Agreement. Unless Section 5.7 is applicable, upon such termination, the Company shall have no further obligations under this Agreement, except to pay to the Executive (a) any Base Salary earned through the date of the Executive’s retirement, to the extent theretofore unpaid, (b) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, and (c) such retirement and other benefits earned and vested (if applicable) by the Executive as of the date of his retirement under any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans and (d) the health and dental benefits provided for in Section 5.8.

        5.4.      Voluntary Termination. At any time during the Term, upon 30 days’ written notice to the Company, the Executive may voluntarily terminate his employment with the Company. Unless Section 5.7 is applicable, upon such termination the Company shall have no further obligations under this Agreement except to pay to the Executive (a) any Base Salary earned to the date of the Executive’s termination of employment, to the extent theretofore unpaid, (b) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, and (c) such retirement and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

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        5.5.      Termination For Cause. The Board may terminate the Executive’s employment and the Company’s obligations under this Agreement at any time for Cause by giving written notice to the Executive. The Company’s required notice of termination shall specify the event or circumstances that constitute Cause. Executive’s termination shall be effective as of the date of such notice. Upon termination of the Executive’s employment for Cause, the obligations of the Company under this Agreement shall terminate, except for the obligation to pay to the Executive (a) any Base Salary earned through the date of such termination, to the extent theretofore unpaid, and (b) such retirement and other benefits earned and vested (if applicable) by the Executive as of such termination under any employee benefit plan of the Company in which the Executive participates, including all payments due under retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

        5.6.      Involuntary Termination by the Company without Cause Prior to a Change in Control. The Company may terminate the Executive’s employment without Cause at any time during the Term, upon thirty (30) days’ written notice; provided that during such notice period, the Board, in its absolute discretion, may relieve the Executive of all his duties, responsibilities and authority with respect to the Company and restrict the Executive’s access to Company property. For purposes of this Section 5.6, the Company’s delivery of a Nonrenewal Notice to the Executive shall be treated as termination without Cause on the last day of the then current Term. If the Company so terminates the Executive’s employment without Cause at any time other than the 12-month period following a Change in Control, the Company’s obligations under this Agreement shall terminate except for the Company’s obligation to pay to the Executive the following: (a) any Base Salary earned through the date of the Executive’s termination of employment, to the extent theretofore unpaid, (b) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, (c) continued Base Salary for the one year period following his termination, paid in accordance with the Company’s normal payroll practice, provided however that if the Executive is a “Specified Employee,” as that term is defined in section 409A of the Code, any payments under this clause, if so required, shall be made on the date that is six months and one day after the date of the Executive’s termination hereunder and (d) such retirement and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans. In no event shall the payment in clause (c) be included for purposes of the SERP in Executive’s “Compensation,” as that term is defined therein.

        5.7.      Involuntary Termination by the Company or by the Executive for Good Reason Following a Change of Control. If the Company terminates the Executive’s employment without Cause during the 12-month period following a Change in Control, or the Executive voluntarily terminates his employment for Good Reason during the 12 months following a Change in Control, the Company’s obligations under this Agreement shall terminate except for the Company’s obligation to pay to the Executive the following: (a) any Base Salary earned through the date of the Executive’s termination of

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employment, to the extent theretofore unpaid, (b) a lump-sum payment equal to the Executive’s target Incentive Bonus Payment for such year of termination, (c) a lump-sum payment equal to three times the sum of the Executive’s Base Salary and average Incentive Bonus Payment paid or payable to the Executive for the three completed years prior to the year of such termination, (d) such retirement and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans, (e) all outstanding stock options held by the Executive shall become immediately vested and exercisable and shall remain exercisable for a period of 30 days or such longer period as provided under the terms of such option, and (f) the health and dental benefits provided for in Section 5.8. Each of the payments described in (a), (b) and (c) above shall be made within 30 days of the Executive’s termination of employment; provided, however that if the Executive is a Specified Employee, such payments, if so required, shall be made on the date that is six months and one day after the date of the Executive’s termination hereunder. In no event shall the payment in clause (c) be included for purposes of the SERP in Executive’s “Compensation,” as that term is defined therein.

        5.8.      Health and Dental Benefits. Upon Executive’s termination under Section 5.1, 5.2, 5.3, or 5.7 hereof, the Company shall continue to provide the Executive and Executive’s spouse and children (in both cases, as of the time of termination), as applicable, with health and dental benefits on the same terms and conditions as are provided to active executive employees from time to time. Eligibility for such benefits shall be conditioned upon (i) the Executive continuing to pay the active employee premium for such coverage as applicable from time to time and (ii) enrollment and payment of any applicable premium (and continued participation) by the Executive and the Executive’s spouse in Medicare Part A and Part B when eligible. In the case of the Executive and the Executive’s spouse, such benefits shall continue for the remainder of their respective lives. In the case of the Executive’s children, such benefits shall continue until such child reaches age 19 or age 25 if such child is a full-time student and unmarried. The Company shall not reduce such health and dental benefits following the Executive’s termination of employment, nor shall the Company increase the deductibles or co-pays applicable to such benefits except to the same extent such changes are made to the coverage provided to active executive employees.

        5.9.      Mitigation. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall any profits, income or earnings or other benefits from any source whatsoever create any mitigation, offset, reduction or any other obligation on the part of Executive hereunder.

        5.10.      Certain additional Payments by the Company. If the Executive is liable for the payment of any excise tax (the “Basic Excise Tax”) pursuant to Section 4999 of the Code, or any successor or like provision, with respect to any payment or property transfers received or to be received under this Agreement or otherwise, the Company shall pay the Executive an amount (the “Special Reimbursement”) which, after payment by the Executive (or on the Executive’s behalf) of any federal, state and local taxes, including, without limitation, any further excise tax under Section 4999 of the Code, with respect to or resulting from the Special Reimbursement, equals the amount of the Basic Excise Tax. All determinations required to be made under Section 5.10 shall be made by one of the four largest nationally certified public accounting firms as the Executive shall select, which shall provide detailed supporting calculations both to the Company and the Executive. Any such determination by the accounting firm shall be binding upon the Company and the Executive. All fees of such accounting firm shall be paid by the Company. The Special Reimbursement shall be paid as soon as practicable after the amount is determined by the accounting firm.

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6.     Confidential Information. Except as required in the performance of his duties to the Company under this Agreement, the Executive shall not, during or after the Term of this Agreement, use for himself or others, or disclose to others, any confidential information including without limitation, trade secrets, data, know-how, design, developmental or experimental work, Company relationships, computer programs, proprietary information bases and systems, data bases, customer lists, business plans, financial information of or about the Company or any of its affiliates, customers or clients, unless authorized in writing to do so by the Board or the Chief Executive Officer, but excluding any information generally available to the public or information (except information related to the Company) which Executive possessed prior to his employment with the Company. The Executive understands that this undertaking applies to the information of either a technical or commercial or other nature and that any information not made available to the general public is to be considered confidential. The Executive acknowledges that such confidential information as is acquired and used by the Company or its affiliates is a special, valuable and unique asset. All records, files, materials and confidential information obtained by Executive in the course of his employment with the Company are confidential and proprietary and shall remain the exclusive property of the Company or its affiliates, as the case may be.

7.      Return of Documents and Property. Upon the termination of Executive’s employment from the Company, or at any time upon the request of the Company, Executive (or his heirs or personal representative) shall deliver to the Company (a) all documents and materials containing confidential information relating to the business or affairs of the Company or any of its affiliates, customers or clients and (b) all other documents, materials and other property belonging to the Company or its affiliates, customers or clients that are in the possession or under the control of Executive.

8.     Noncompetition. By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive agrees, unless the Executive requests in writing to the Board, and is thereafter authorized in writing to do so by the Board, that (a) during his employment under this Agreement, and (b)(i) for the one year period following the termination of employment prior to a Change in Control or (ii) the two year period following the termination of employment following a Change in Control, the Executive shall not directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed or otherwise connected in any manner with, including without limitation as a consultant, any business which at any relevant time during said period directly or indirectly competes with the Company or any of its affiliates in any country in which the Company does business. Notwithstanding the foregoing, the Executive shall not be prohibited during the non-competition period described above from being a passive investor where he owns not more than five percent of the issued and outstanding capital stock of any publicly-held company. The Executive further agrees that during said period, the Executive shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of the Company to terminate employment with the Company or hire any employee of the Company.

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9.     Enforcement: The Executive acknowledges that (i) the Executive’s work for the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (ii) the covenants and agreements of the Executive contained in Sections 6, 7 and 8 are essential to the business and goodwill of the Company; and (iii) the Company would not have entered into this Agreement but for the covenants and agreements set forth in Sections 6, 7 and 8. The Executive further acknowledges that in the event of his breach or threat of breach of Sections 6, 7 or 8 of this Agreement, the Company, in addition to any other legal remedies which may be available to it, shall be entitled to appropriate injunctive relief and/or specific performance in order to enforce or prevent any violations of such provisions, and the Executive and the Company hereby confer jurisdiction to enforce such provisions upon the courts of any jurisdiction within the geographical scope of such provisions.

10.     Notices. All notices and other communications provided for herein that one party intends to give to the other party shall be in writing and shall be considered given when mailed or couriered, return receipt requested, or personally delivered, either to the party or at the addresses set forth below (or to such other address as a party shall designate by notice hereunder):

If to the Company:

Crown Holdings, Inc.
One Crown Way
Philadelphia, Pa 19154
Attention: Chief Executive Officer

If to the Executive:

Frank Mechura
428 Garden Lane
Bryn Mawr, PA 19010

11.     Amendments. This Agreement may be amended, modified or superseded only by a written instrument executed by both of the parties hereto.

12.     Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the Company and the Executive and their respective heirs, executors, personal representatives, successors and permitted assigns.

13.     Assignability. This Agreement shall not be assignable, in whole or in part, by either party, without the prior written consent of the other party, provided that (i) this Agreement shall be binding upon and shall be assigned by the Company to any person, firm or corporation with which the Company may be merged or consolidated or which may acquire all or substantially all of the assets of the Company, or its successor (the “Company’s Successor”), (ii) the Company shall require the Company’s Successor to expressly assume in writing all of the Company’s obligations under this Agreement and (iii) the Company’s Successor shall be deemed substituted for the Company for all purposes of this Agreement.

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14.     Arbitration. Except as provided in Section 9 of this Agreement, any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration in Philadelphia, Pennsylvania in accordance with the rules of the American Arbitration Association, and judgment upon any award so rendered may be entered in any court having jurisdiction thereof. The determination of the arbitrator(s) shall be conclusive and binding on the Company and the Executive, and judgment may be entered on the arbitrator(s)’ award in any court having jurisdiction.

15.     Governing Law. Except to the extent such laws are superseded by Federal laws, this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without reference to principles of conflict of laws.

16.     Entire Agreement. This Agreement contains the entire Agreement between the parties relative to its subject matter, superseding all prior agreements or understandings of the parties relating thereto. In the event of any conflict between this Agreement and the terms of any benefit plan or any other agreement, the terms of this Agreement will control.

17.      Waiver. Any term or provision of this Agreement may be waived in writing at any time by the party entitled to the benefit thereof. The failure of either party at any time to require performance of any provision of this Agreement shall not affect such party’s right at a later time to enforce such provision. No consent or waiver by either party to any default or to any breach of a condition or term in this Agreement shall be deemed or construed to be a consent or waiver to any other breach or default.

18.     Withholding of Taxes. All payments made by the Company or the Parent to the Executive under this Agreement shall be subject to the withholding of such amounts, if any, relating to tax, and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation.

19.     Survival. Anything contained in this Agreement to the contrary notwithstanding, the provisions of Sections 6, 7, 8, 9, 13, 14 and 17, (and the other provisions of this Agreement to the extent necessary to effectuate the survival of Sections 6, 7, 8, 9, 13, 14 and 17), shall survive termination of this Agreement and any termination of the Executive’s employment hereunder.

20.     Invalidity of Portion of Agreement. If any provision of this Agreement or the application thereof to either party shall be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby and shall be enforceable to the fullest extent of the law. If any clause or provision hereof is determined by any court of competent jurisdiction to be unenforceable because of its scope or duration, the parties expressly agree that such court shall have the power to reduce the duration and/or restrict the scope of such clause or provision to the extent necessary to permit enforcement of such clause or provision in reduced or restricted form.

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        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above.

Crown Holdings, Inc.

John W. Conway

Chairman of the Board, President

and Chief Executive Officer

Executive

Frank J. Mechura

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EX-10

EXHIBIT 10.1.e

EXECUTIVE EMPLOYMENT AGREEMENT

        THIS IS AN EMPLOYMENT AGREEMENT (“Agreement”), effective May 3, 2007, (“Effective Date”) between Crown Holdings, Inc. (the “Company”) and Timothy J. Donahue (the “Executive”).

Background

        WHEREAS, the Executive is currently employed by the Company pursuant to an employment Agreement dated July 22, 2004 (the “Prior Agreement”).

        WHEREAS, the Company desires to assure itself of the continued employment of the Executive with the Company and to encourage his continued attention and dedication to the best interests of the Company.

        WHEREAS, the Executive desires to remain and continue in the employment of the Company in accordance with the terms of this Agreement.

        WHEREAS, as of the Effective Date of this Agreement, the Prior Agreement shall be replaced in its entirety and shall be of no further force and effect.

        NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and intending to be legally bound hereby, the parties agree as follows:

Terms

1.     Definitions.      As used in this Agreement, the following terms shall have the meanings set forth below:

        1.1.      “Board” shall mean the Board of Directors of the Company.

        1.2.      “Cause” shall mean the termination of the Executive’s employment with the Company as a result of:

        (a) the Executive’s willful failure to perform such services as may be reasonably delegated or assigned to the Executive by the Board, the Chairman of the Board, the Vice Chairman of the Board, the Company’s Chief Executive Officer or any executive to whom the Executive reports;

        (b) the continued failure by the Executive to devote his full-time best effort to the performance of his duties under the Agreement (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness);

        (c) the breach by the Executive of any provision of Sections 6, 7 and 8 hereof;

        (d) the willful engaging by the Executive in misconduct which is materially injurious to the Company, monetarily or otherwise; or

        (e) the Executive’s conviction of, or a plea of nolo contendere to, a felony or a crime involving moral turpitude;

        1.3.      “Change in Control” shall mean any of the following events:

        (a) a “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding securities; or

        (b) during any period of 2 consecutive years, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 1.3(a), Section 1.3(c) or Section 1.3(d) hereof) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

        (c) the Company merges or consolidates with any other corporation, other than in a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 75% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

        (d) the stockholders of the Company approve a plan of complete liquidation of the Company or the Company sells or otherwise disposes of all or substantially all of the Company’s assets.

        1.4.      “Code” means the Internal Revenue Code of 1986, as amended from time to time.

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        1.5.      “Good Reason” shall mean:

        (a) the assignment to the Executive, without the Executive’s express written approval, of duties or responsibilities, inconsistent, in a material respect, with the Executive’s title and position on the date of a Change in Control or the reduction in the Executive’s duties, responsibilities or authority from those in effect on the date of a Change in Control;

        (b) a reduction by the Company in the Executive’s Base Salary (as defined in Section 4.1 below) or in the other compensation and benefits, in the aggregate, payable to the Executive hereunder, or a material adverse change in the terms or conditions on which any such compensation or benefits are payable as in effect on the date of a Change in Control;

        (c) following a Change in Control, the Company’s failure, without the express consent of the Executive, to pay the Executive any amounts otherwise vested and due hereunder or under any plan or policy of the Company;

        (d) a relocation of the Executive’s primary place of employment, without the Executive’s express written approval, to a location more than 20 miles from the location at which the Executive performed his duties on the date of a Change in Control; or

        (e) the failure or refusal of the Company’s Successor (as defined in Section 13 below) to expressly assume this Agreement in writing, and all of the duties and obligations of the Company hereunder in accordance with Section 13.

        1.6.      “Short-Term Disability” shall mean the temporary incapacity of the Executive that, as determined by the Board in a uniformly-applied manner, renders the Executive temporarily incapable of engaging in his usual executive function and as a result, the Executive is under the direct care and treatment of a physician who certifies to such incapacity.

        1.7.      “Total Disability” shall mean that a qualified physician designated by the Company has determined that the Executive:

        (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or

        (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

2.     Position and Duties.      The Company agrees to continue to employ the Executive and the Executive hereby agrees to continue to be employed by the Company, upon the terms, conditions and limitations set forth in this Agreement. The Executive shall serve as the Company’s Senior Vice President – Finance, with the customary duties, authorities and responsibility of such position of a publicly-traded corporation and such other duties, authorities and responsibility (a) as have been agreed upon by the Company and the Executive or (b) as may from time to time be delegated to the Executive by the Board, the Chairman of the Board, the Vice Chairman of the Board, the Company’s Chief Executive Officer or any other executive to whom the Executive reports as are consistent with such position. The Executive agrees to perform the duties and responsibilities called for hereunder to the best of his ability and to devote his full time, energies and skills to such duties, with the understanding that he may participate in charitable and similar activities and may have business interests in passive investments which may, from time to time, require portions of his time, but such activities shall be done in a manner consistent with his obligations hereunder.

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3.     Term.      The Executive’s employment under this Agreement shall commence on the Effective Date and unless sooner terminated as provided in Article 5 shall continue for a period of one year (the “Initial Term”). Except as otherwise provided herein, unless either party gives written notice to the other party at least 30 days before any anniversary of the Effective Date that the term hereunder shall not be extended beyond its then term (a “Nonrenewal Notice”), the term of the Agreement shall automatically be extended for an additional one year period from each anniversary, subject to the same terms, conditions and limitations as applicable to the Initial Term unless amended or terminated as provided herein (the “Renewal Term”). For purposes of this Agreement, the Initial Term and all subsequent Renewal Terms shall be collectively referred to as the “Term” of the Agreement.

4.     Compensation and Benefits.

        4.1.      Base Salary. The Company shall pay to the Executive for the performance of his duties under this Agreement an initial base salary of $425,000 per year (the “Base Salary”), payable in accordance with the Company’s normal payroll practices. Thereafter, the rate of the Executive’s Base Salary will be reviewed and adjusted as appropriate in accordance with the Company’s regular compensation review practices. Effective as of the date of any such increase, the Base Salary so increased shall be considered the new Base Salary for all purposes of this Agreement.

        4.2.      Incentive Bonus. During the Term, in addition to Base Salary, for each fiscal year of the Company ending during the Term, the Executive shall participate in, and shall have the opportunity to receive a bonus in an amount to be determined in accordance with, the Company’s existing incentive bonus plan or any successor bonus plan, and any other bonus or incentive plan, program or arrangement established by the Company for the benefit of its executive officers (the “Incentive Bonus Payment”).

        4.3.      Employee Benefits. During the Term, the Executive shall be entitled to participate in all of the Company’s employee benefit plans, programs and policies, including any retirement benefits or plans, group life, hospitalization or disability insurance plans, health programs, fringe benefit programs and similar plans, programs and policies, that are now or hereafter made available to the Company’s salaried personnel generally, as such plans, programs and policies may be in effect from time to time, in each case to the extent that the Executive is eligible under the terms of such plans, programs and policies. Without limiting the generality of the foregoing, the Executive shall also be eligible to participate in the Company’s Senior Executive Retirement Plan (the “SERP”) and the Company’s 2006 Stock-Based Incentive Compensation Plan, and any other equity-based incentive plans as maintained by the Company from time to time for the benefit of senior executives.

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        4.4.      Vacation. The Executive shall be entitled to vacation in accordance with the Company’s vacation policy.

        4.5.      Automobile. During the Term, the Company shall make an automobile available to the Executive in accordance with and subject to the conditions of the Company’s standard automobile policy or practices as in effect from time to time.

        4.6.      Reimbursement of Expenses. During the Term, the Company will reimburse the Executive in accordance with the Company’s expense reimbursement policy as in effect from time to time for expenses reasonably and properly incurred by him in performing his duties, provided that such expenses are incurred and accounted for in accordance with the policies and procedures presently or hereinafter established by the Company.

        4.7.      Short-Term Disability. In the event that the Executive incurs a Short-Term Disability, the Executive shall be entitled to six months of Base Salary and incentive payments, payable in accordance with the Company’s normal payroll practices, provided that all payments under this provision shall be reduced dollar-for-dollar by any other short-term disability benefits the Executive is entitled to under any other Company-sponsored short-term disability plan or arrangement and shall cease as of the earliest of the Executive’s cessation of Short-Term Disability, the occurrence of Total Disability, death or attainment of his Normal Retirement Date.

        4.8.      Medical Examination Benefit. During the Term, the Executive shall be entitled to reimbursement for actual costs incurred, up to $2,500 per calendar year, for medical examinations.

5. Termination.

        5.1.      Death. The Executive’s employment under this Agreement shall terminate immediately upon the Executive’s death, and the Company shall have no further obligations under this Agreement, except to pay to the Executive’s estate (or his beneficiary, as may be appropriate) (a) any Base Salary earned through his date of death, to the extent theretofore unpaid, (b) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, (c) such retirement and other benefits earned and vested (if applicable) by the Executive as of the date of his death under any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans and (d) the health and dental benefits provided for in Section 5.8.

        5.2.      Disability. If the Executive is unable to perform his duties under this Agreement because of a Total Disability, the Company may terminate the Executive’s employment by giving written notice to the Executive. Such termination shall be effective as of the date of such notice and the Company shall have no further obligations under this Agreement, except to pay to the Executive (a) any Base Salary earned through the date of such termination, to the extent theretofore unpaid, (b) Total Disability benefits as described below, (c) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, (d) such retirement and other benefits earned and vested (if applicable) by the Executive as of the date of his termination under any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans and (e) the health and dental benefits provided for in Section 5.8. In the event that the Executive incurs a Long-Term Disability, the Executive shall be entitled to an annual disability benefit equal to 75% of his Base Salary, payable in accordance with the Company’s normal payroll practices, provided that all payments under this provision shall be reduced dollar-for-dollar by Social Security disability benefits and any other long-term disability benefits the Executive is entitled to under any other Company-sponsored long-term disability plan or arrangements and shall cease as of the earliest of the Executive cessation of Long-Term Disability, death or attainment of his Normal Retirement Date.

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        5.3.      Retirement. The Executive’s voluntary termination of employment at a time when he is eligible to begin receiving early retirement benefits under the Crown Cork & Seal Company, Inc. Pension Plan shall be treated as a retirement termination under this Agreement. Unless Section 5.7 is applicable, upon such termination, the Company shall have no further obligations under this Agreement, except to pay to the Executive (a) any Base Salary earned through the date of the Executive’s retirement, to the extent theretofore unpaid, (b) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, and (c) such retirement and other benefits earned and vested (if applicable) by the Executive as of the date of his retirement under any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans and (d) the health and dental benefits provided for in Section 5.8.

        5.4.      Voluntary Termination. At any time during the Term, upon 30 days’ written notice to the Company, the Executive may voluntarily terminate his employment with the Company. Unless Section 5.7 is applicable, upon such termination the Company shall have no further obligations under this Agreement except to pay to the Executive (a) any Base Salary earned to the date of the Executive’s termination of employment, to the extent theretofore unpaid, (b) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, and (c) such retirement and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

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        5.5.      Termination For Cause. The Board may terminate the Executive’s employment and the Company’s obligations under this Agreement at any time for Cause by giving written notice to the Executive. The Company’s required notice of termination shall specify the event or circumstances that constitute Cause. Executive’s termination shall be effective as of the date of such notice. Upon termination of the Executive’s employment for Cause, the obligations of the Company under this Agreement shall terminate, except for the obligation to pay to the Executive (a) any Base Salary earned through the date of such termination, to the extent theretofore unpaid, and (b) such retirement and other benefits earned and vested (if applicable) by the Executive as of such termination under any employee benefit plan of the Company in which the Executive participates, including all payments due under retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

        5.6.      Involuntary Termination by the Company without Cause Prior to a Change in Control. The Company may terminate the Executive’s employment without Cause at any time during the Term, upon thirty (30) days’ written notice; provided that during such notice period, the Board, in its absolute discretion, may relieve the Executive of all his duties, responsibilities and authority with respect to the Company and restrict the Executive’s access to Company property. For purposes of this Section 5.6, the Company’s delivery of a Nonrenewal Notice to the Executive shall be treated as termination without Cause on the last day of the then current Term. If the Company so terminates the Executive’s employment without Cause at any time other than the 12-month period following a Change in Control, the Company’s obligations under this Agreement shall terminate except for the Company’s obligation to pay to the Executive the following: (a) any Base Salary earned through the date of the Executive’s termination of employment, to the extent theretofore unpaid, (b) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, (c) continued Base Salary for the one year period following his termination, paid in accordance with the Company’s normal payroll practice, provided, however that if the Executive is a “Specified Employee,” as that term is defined in section 409A of the Code, any payments under this clause, if so required, shall be made on the date that is six months and one day after the date of the Executive’s termination hereunder and (d) such retirement and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans. In no event shall the payment in clause (c) be included for purposes of the SERP in Executive’s “Compensation,” as that term is defined therein.

        5.7.      Involuntary Termination by the Company or by the Executive for Good Reason Following a Change of Control. If the Company terminates the Executive’s employment without Cause during the 12-month period following a Change in Control, or the Executive voluntarily terminates his employment for Good Reason during the 12 months following a Change in Control, the Company’s obligations under this Agreement shall terminate except for the Company’s obligation to pay to the Executive the following: (a) any Base Salary earned through the date of the Executive’s termination of

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employment, to the extent theretofore unpaid, (b) a lump-sum payment equal to the Executive’s target Incentive Bonus Payment for such year of termination, (c) a lump-sum payment equal to three times the sum of the Executive’s Base Salary and average Incentive Bonus Payment paid or payable to the Executive for the three completed years prior to the year of such termination, (d) such retirement and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans, (e) all outstanding stock options held by the Executive shall become immediately vested and exercisable and shall remain exercisable for a period of 30 days or such longer period as provided under the terms of such option, and (f) the health and dental benefits provided for in Section 5.8. Each of the payments described in (a), (b) and (c) above shall be made within 30 days of the Executive’s termination of employment; provided, however that if the Executive is a Specified Employee, such payments, if so required, shall be made on the date that is six months and one day after the date of the Executive’s termination hereunder. In no event shall the payment in clause (c) be included for purposes of the SERP in Executive’s “Compensation,” as that term is defined therein.

        5.8.      Health and Dental Benefits. Upon Executive’s termination under Section 5.1, 5.2, 5.3, or 5.7 hereof, the Company shall continue to provide the Executive and Executive’s spouse and children (in both cases, as of the time of termination), as applicable, with health and dental benefits on the same terms and conditions as are provided to active executive employees from time to time. Eligibility for such benefits shall be conditioned upon (i) the Executive continuing to pay the active employee premium for such coverage as applicable from time to time and (ii) enrollment and payment of any applicable premium (and continued participation) by the Executive and the Executive’s spouse in Medicare Part A and Part B when eligible. In the case of the Executive and the Executive’s spouse, such benefits shall continue for the remainder of their respective lives. In the case of the Executive’s children, such benefits shall continue until such child reaches age 19 or age 25 if such child is a full-time student and unmarried. The Company shall not reduce such health and dental benefits following the Executive’s termination of employment, nor shall the Company increase the deductibles or co-pays applicable to such benefits except to the same extent such changes are made to the coverage provided to active executive employees.

        5.9.      Mitigation. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall any profits, income or earnings or other benefits from any source whatsoever create any mitigation, offset, reduction or any other obligation on the part of Executive hereunder.

        5.10.      Certain additional Payments by the Company. If the Executive is liable for the payment of any excise tax (the “Basic Excise Tax”) pursuant to Section 4999 of the Code, or any successor or like provision, with respect to any payment or property transfers received or to be received under this Agreement or otherwise, the Company shall pay the Executive an amount (the “Special Reimbursement”) which, after payment by the Executive (or on the Executive’s behalf) of any federal, state and local taxes, including, without limitation, any further excise tax under Section 4999 of the Code, with respect to or resulting from the Special Reimbursement, equals the amount of the Basic Excise Tax. All determinations required to be made under Section 5.10 shall be made by one of the four largest nationally certified public accounting firms as the Executive shall select, which shall provide detailed supporting calculations both to the Company and the Executive. Any such determination by the accounting firm shall be binding upon the Company and the Executive. All fees of such accounting firm shall be paid by the Company. The Special Reimbursement shall be paid as soon as practicable after the amount is determined by the accounting firm.

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6.     Confidential Information. Except as required in the performance of his duties to the Company under this Agreement, the Executive shall not, during or after the Term of this Agreement, use for himself or others, or disclose to others, any confidential information including without limitation, trade secrets, data, know-how, design, developmental or experimental work, Company relationships, computer programs, proprietary information bases and systems, data bases, customer lists, business plans, financial information of or about the Company or any of its affiliates, customers or clients, unless authorized in writing to do so by the Board or the Chief Executive Officer, but excluding any information generally available to the public or information (except information related to the Company) which Executive possessed prior to his employment with the Company. The Executive understands that this undertaking applies to the information of either a technical or commercial or other nature and that any information not made available to the general public is to be considered confidential. The Executive acknowledges that such confidential information as is acquired and used by the Company or its affiliates is a special, valuable and unique asset. All records, files, materials and confidential information obtained by Executive in the course of his employment with the Company are confidential and proprietary and shall remain the exclusive property of the Company or its affiliates, as the case may be.

7.      Return of Documents and Property. Upon the termination of Executive’s employment from the Company, or at any time upon the request of the Company, Executive (or his heirs or personal representative) shall deliver to the Company (a) all documents and materials containing confidential information relating to the business or affairs of the Company or any of its affiliates, customers or clients and (b) all other documents, materials and other property belonging to the Company or its affiliates, customers or clients that are in the possession or under the control of Executive.

8.     Noncompetition. By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive agrees, unless the Executive requests in writing to the Board, and is thereafter authorized in writing to do so by the Board, that (a) during his employment under this Agreement, and (b)(i) for the one year period following the termination of employment prior to a Change in Control or (ii) the two year period following the termination of employment following a Change in Control, the Executive shall not directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed or otherwise connected in any manner with, including without limitation as a consultant, any business which at any relevant time during said period directly or indirectly competes with the Company or any of its affiliates in any country in which the Company does business. Notwithstanding the foregoing, the Executive shall not be prohibited during the non-competition period described above from being a passive investor where he owns not more than five percent of the issued and outstanding capital stock of any publicly-held company. The Executive further agrees that during said period, the Executive shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of the Company to terminate employment with the Company or hire any employee of the Company.

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9.     Enforcement: The Executive acknowledges that (i) the Executive’s work for the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (ii) the covenants and agreements of the Executive contained in Sections 6, 7 and 8 are essential to the business and goodwill of the Company; and (iii) the Company would not have entered into this Agreement but for the covenants and agreements set forth in Sections 6, 7 and 8. The Executive further acknowledges that in the event of his breach or threat of breach of Sections 6, 7 or 8 of this Agreement, the Company, in addition to any other legal remedies which may be available to it, shall be entitled to appropriate injunctive relief and/or specific performance in order to enforce or prevent any violations of such provisions, and the Executive and the Company hereby confer jurisdiction to enforce such provisions upon the courts of any jurisdiction within the geographical scope of such provisions.

10.     Notices. All notices and other communications provided for herein that one party intends to give to the other party shall be in writing and shall be considered given when mailed or couriered, return receipt requested, or personally delivered, either to the party or at the addresses set forth below (or to such other address as a party shall designate by notice hereunder):

If to the Company:

Crown Holdings, Inc.
One Crown Way
Philadelphia, Pa 19154
Attention: Chief Executive Officer

If to the Executive:

Timothy J. Donahue
666 Leslie Lane
Yardley, PA 19067

11.     Amendments. This Agreement may be amended, modified or superseded only by a written instrument executed by both of the parties hereto.

12.     Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the Company and the Executive and their respective heirs, executors, personal representatives, successors and permitted assigns.

13.     Assignability. This Agreement shall not be assignable, in whole or in part, by either party, without the prior written consent of the other party, provided that (i) this Agreement shall be binding upon and shall be assigned by the Company to any person, firm or corporation with which the Company may be merged or consolidated or which may acquire all or substantially all of the assets of the Company, or its successor (the “Company’s Successor”), (ii) the Company shall require the Company’s Successor to expressly assume in writing all of the Company’s obligations under this Agreement and (iii) the Company’s Successor shall be deemed substituted for the Company for all purposes of this Agreement.

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14.     Arbitration. Except as provided in Section 9 of this Agreement, any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration in Philadelphia, Pennsylvania in accordance with the rules of the American Arbitration Association, and judgment upon any award so rendered may be entered in any court having jurisdiction thereof. The determination of the arbitrator(s) shall be conclusive and binding on the Company and the Executive, and judgment may be entered on the arbitrator(s)’ award in any court having jurisdiction.

15.     Governing Law. Except to the extent such laws are superseded by Federal laws, this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without reference to principles of conflict of laws.

16.     Entire Agreement. This Agreement contains the entire Agreement between the parties relative to its subject matter, superseding all prior agreements or understandings of the parties relating thereto. In the event of any conflict between this Agreement and the terms of any benefit plan or any other agreement, the terms of this Agreement will control.

17.      Waiver. Any term or provision of this Agreement may be waived in writing at any time by the party entitled to the benefit thereof. The failure of either party at any time to require performance of any provision of this Agreement shall not affect such party’s right at a later time to enforce such provision. No consent or waiver by either party to any default or to any breach of a condition or term in this Agreement shall be deemed or construed to be a consent or waiver to any other breach or default.

18.     Withholding of Taxes. All payments made by the Company or the Parent to the Executive under this Agreement shall be subject to the withholding of such amounts, if any, relating to tax, and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation.

19.     Survival. Anything contained in this Agreement to the contrary notwithstanding, the provisions of Sections 6, 7, 8, 9, 13, 14 and 17, (and the other provisions of this Agreement to the extent necessary to effectuate the survival of Sections 6, 7, 8, 9, 13, 14 and 17), shall survive termination of this Agreement and any termination of the Executive’s employment hereunder.

20.     Invalidity of Portion of Agreement. If any provision of this Agreement or the application thereof to either party shall be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby and shall be enforceable to the fullest extent of the law. If any clause or provision hereof is determined by any court of competent jurisdiction to be unenforceable because of its scope or duration, the parties expressly agree that such court shall have the power to reduce the duration and/or restrict the scope of such clause or provision to the extent necessary to permit enforcement of such clause or provision in reduced or restricted form.

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        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above.

Crown Holdings, Inc.

John W. Conway

Chairman of the Board, President

and Chief Executive Officer

Executive

Timothy J. Donahue

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EX-10

EXHIBIT 10.2

FORM OF AGREEMENT FOR NON-QUALIFIED STOCK OPTION AWARDS
UNDER CROWN HOLDINGS, INC. 2006 STOCK-BASED
INCENTIVE COMPENSATION PLAN

[DATE]

[NAME]
[DIVISION]

Dear [NAME}:

Pursuant to the 2006 Stock-Based Incentive Compensation Plan (the “Plan”), the Executive Compensation Committee of the Board of Directors hereby grants to you a non-qualified stock option (“Option”) to purchase [NUMBER] shares of Common Stock, par value $5.00, at a price of [PRICE] per share.

This Option is subject to the applicable terms and conditions of the Plan which are incorporated herein by reference, and in the event of any contradiction, distinction or differences between this letter and the terms of the Plan, the terms of the Plan will control. All capitalized terms used herein have the meanings set forth in the Plan.

Subject to your continued employment with the Company, including its Subsidiaries or Affiliates, on the following dates, you will be entitled to exercise this Option as follows: purchase 20% of the shares after [DATE]; purchase an additional 20% of the shares after [DATE]; purchase an additional 20% of the shares after [DATE]; purchase an additional 20% of the shares after [DATE] and purchase the final 20% of the shares after [DATE]. No portion of this Option, which is not exercisable on the date of your termination of employment with the Company, its Subsidiaries and Affiliates, will become exercisable after such termination.

Subject to your continued employment through such date, shares that become exercisable will remain available for purchase until the expiration date of [DATE]. However, except as specified below, this Option will terminate immediately if you cease to be employed by the Company, including its Subsidiaries and Affiliates, for any reason.

If your employment with the Company, including its Subsidiaries and Affiliates, is terminated by the Company prior to [DATE], other than for “cause” (as described below), this Option, to the extent it is exercisable upon your termination of employment, will remain exercisable by you or your personal representative, as applicable, during the sixty-day period immediately following your termination of employment, but not later than [DATE]. This Option shall terminate in full to the extent not exercised within such sixty-day period. Termination for “cause” will result in the immediate cancellation of all unexercised option shares granted. For purposes of this Option, the term “cause” means (i) your willful misconduct or gross negligence in connection with the performance of your duties for the Company, including its Subsidiaries and Affiliates; (ii) your conviction of, or a plea of nolo contendere to, a felony or a crime involving fraud or moral turpitude; (iii) your engaging in any business that directly or indirectly competes with the Company, including its Subsidiaries and Affiliates; or (iv) your disclosure of trade secrets, customer lists or confidential information of the Company, including its Subsidiaries and Affiliates to a competitor or unauthorized person, in all cases under (i)-(iv) as determined in the sole discretion of the Committee.

If your employment with the Company, including its Subsidiaries and Affiliates, terminates prior to [DATE] due to your death, this Option, to the extent it is exercisable upon your death, will remain exercisable by your estate or the persons who acquired the right to exercise this Option by bequest or inheritance, during the twelve-month period immediately following your death, but not later than [DATE]. This Option shall terminate in full to the extent not exercised within such twelve-month period.

If your employment with the Company, including its Subsidiaries and Affiliates, terminates prior to [DATE] due to your “disability” (as described below), this Option, to the extent it is exercisable upon your termination of employment, will remain exercisable by you or your personal representative, as applicable, during the twenty-four month period immediately following your termination of employment, but not later than [DATE]. This Option shall terminate in full to the extent not exercised within such twenty-four month period. For purposes of this Option, the term “disability” means a physical, mental or other impairment that prevents you from fully performing your duties for the Company, including its Subsidiaries and Affiliates, as determined in the sole discretion of the Committee.

If your employment with the Company, including its Subsidiaries and Affiliates, terminates prior to [DATE] due to your “retirement” (as described below), this Option, to the extent it is exercisable upon your termination of employment, will remain exercisable by you or your personal representative, as applicable, during the twenty-four month period immediately following your termination of employment, but not later than [DATE]. This Option shall terminate in full to the extent not exercised within such twenty-four month period. For purposes of this Option, the term “retirement” means your termination of active employment with the Company, including its Subsidiaries and Affiliates, after you have either attained an age of 55 with 15 years of service or 65 with 5 years of service.

With the outsourcing of the daily stock plans administration in 2005 by the Company to E*TRADE FINANCIAL, if you do not currently have a Crown Stock Plans account with E*TRADE, you must register and open an account online in order to exercise your vested stock options. E*TRADE will send an e-mail to you with an authentication code that will assist you in opening an account. Also, the Company’s internal stock plans administrator will provide you by e-mail with a Crown identification number, required in the application process, along with instructions for accessing the E*TRADE stock plans internet site. Once the account is established, you will be able to exercise your options as they vest. If you choose to exercise and hold vested option shares, you may pay for the shares either (i) in cash, or (ii) with proceeds received from the sale of a portion of the Common Stock which has vested under the Option, or (iii) in whole or in part in Common Stock, valued at fair market value on the date of exercise. Promptly after your exercise, E*TRADE will authorize the Company’s Transfer Agent to either transfer the shares to your E*TRADE account or issue a stock certificate to you or your designated broker-dealer, as applicable.

The construction and interpretation of any provision of this Option or the Plan shall be final and conclusive when made by the Committee.

Nothing in this letter shall confer on you the right to continue in the service of the Company, its Subsidiaries or Affiliates, or interfere in any way with the right of the Company to terminate your service at any time.

You should sign and return a copy of this agreement to James J. O’Neill, Manager of Financial Reporting in Philadelphia.

Very truly yours,

/s/ John W. Conway
John W. Conway

Acknowledged and Accepted:

[NAME]                                                                                [DATE]

EX-10

EXHIBIT 10.3

CROWN SENIOR EXECUTIVE RETIREMENT PLAN
Amended and Restated January 1, 2005

INDEX

ARTICLE		PAGE
ARTICLE I.	DEFINITIONS.	1
ARTICLE II.	PARTICIPATION.	6
2.1.	Eligibility Requirements.	6
2.2.	Participation Date.	6
ARTICLE III.	RETIREMENT BENEFITS.	6
3.1.	Normal Retirement Benefits.	6
3.2.	Early Commencement.	7
ARTICLE IV.	VESTING.	8
4.1.	Vesting - Retirement Benefits.	8
4.2.	Vesting - Death and Surviving Spouse Benefits.	8
ARTICLE V.	DEATH BENEFITS.	8
5.1.	Lump Sum Death Benefits.	8
5.2.	Surviving Spouse Benefits.	8
ARTICLE VI.	PAYMENT OF RETIREMENT, DEATH AND SURVIVOR BENEFITS.	9
6.1.	Payment of Retirement Benefits.	9
6.2.	Distribution Upon a Change in Control.	9
6.3.	Gross-Up Payments.	9
6.4.	Payment of Death and Surviving Spouse Benefits.	9
6.5.	Certain Other Payments.	10
6.6.	State and Local Taxes.	10
ARTICLE VII.	CONTRIBUTIONS.	10
7.1.	Contributions.	10
7.2.	General Assets.	10
ARTICLE VIII.	ADMINISTRATION.	10
8.1.	Administration by the Committee.	10
ARTICLE IX.	AMENDMENT AND TERMINATION.	11
9.1.	Amendment.	11

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9.2.		Termination of the Plan.	11
ARTICLE X.		MISCELLANEOUS.	11
10.1.		Title to Assets.	11
10.2.		Non-alienation.	12
10.3.		Incapacity.	12
10.4.		No Employment Contract.	12
10.5.		Succession.	12
10.6.		Gender and Number.	12
10.7.		Governing Law.	12
SCHEDULE	A

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CROWN SENIOR EXECUTIVE RETIREMENT PLAN
As Amended and Restated January 1, 2005

         This is the Crown Senior Executive Retirement Plan (previously known as the Crown Cork & Seal Company, Inc. Senior Executive Retirement Plan), as amended and restated effective January 1, 2005, except as otherwise explicitly provided for herein. The Plan was originally effective November 8, 1991 and has been previously amended and restated effective January 1, 1994, June 30, 1999 and January 1, 2000. The Company maintains the Plan to provide retirement and death benefits to certain of its key management employees and those of its affiliated companies, and to their beneficiaries and surviving spouses. Notwithstanding any provision of this Plan to the contrary, all retirement benefits earned and vested under the Plan as of December 31, 2004, shall be “grandfathered” and shall continue to be administered under the terms of the Plan as they existed on such date.

        The Plan is intended to be unfunded and maintained by the Company primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees in accordance with Sections 201, 301 and 401 of the Employee Retirement Income Security Act of 1974, as amended, and is further intended to conform with the requirements of Code Section 409A and shall be implemented and administered in a manner consistent therewith.

ARTICLE I.   DEFINITIONS.

        The following words and phrases as used herein have the following meanings unless a different meaning is plainly required by the context:

        1.1. “Actuarial Equivalent” means the equivalent actuarial value of a Participant’s Retirement Benefit, as described in Article III, determined based upon (i) the annual rate of interest on 30-year Treasury securities as of any determination date, and (ii) the 1983 Group Annuity Mortality Table for males.

        1.2. “Agreement” means a Senior Executive Retirement Agreement, including amendments thereto, between the Company and a Participant.

        1.3. “Average Annual Compensation” means 12 times the average of the Compensation payable to the Participant by the Employer during the 60 consecutive months in the last 120 consecutive months ending immediately before termination of employment that produces the highest average.

        1.4. “Board of Directors” means the Board of Directors of the Company.

        1.5. “Cause” means:

        1.5.1. a Participant’s willful failure to perform such services as may be reasonably delegated or assigned to the Participant by the Board of Directors or any executive of the Company to whom the Participant reports;

        1.5.2. the continued failure by the Participant to devote his full-time best effort to the performance of his Company duties (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness);

        1.5.3. the breach by the Participant of any restrictive covenant (e.g., noncompetition or nonsolicitation) to which the Participant is subject;

        1.5.4. The willful engaging by the Participant in misconduct which is materially injurious to the Company, monetarily or otherwise; or

        1.5.5. The Participant’s conviction of, or a plea of nolo contendere to, a felony or a crime involving fraud or moral turpitude;

in any case as approved by the Board of Directors upon the vote of not less than a majority of the Board of Directors members then in office, after reasonable notice to the Participant specifying in writing the basis or bases for the proposed termination for Cause and after the Participant, together with counsel, has been provided an opportunity to be heard before a meeting of the Board held upon reasonable notice to all Board of Directors members and the Participant. For purposes of this Section 1.5, no act, or failure to act, on the Participant’s part shall be considered “willful” unless done, or omitted to be done, by him in bad faith and without reasonable belief that his action or omission was in the best interests of the Company. Any act or omission to act by the Participant in reliance upon an opinion of counsel to the Company shall not be deemed to be willful.

        1.6. “Change in Control” means:

        1.6.1. A “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the “beneficial owner” (as defined in Rule 13D-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities; or

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        1.6.2. During any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 1.6.1, Section 1.6.3 or Section 1.6.4 hereof) whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

        1.6.3. A merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 75% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

        1.6.4. A complete liquidation of the Company or sale or disposition by the Company of all or substantially all of the Company’s assets.

        1.7. “Code” means the Internal Revenue Code of 1986, as amended.

        1.8. “Commencement Date” means the first day of the month following the later of the Participant’s attainment of age 60 or the Participant’s termination of employment with the Employer.

        1.9. “Committee” means the Compensation Committee of the Board of Directors.

        1.10. “Company” means Crown Holdings, Inc.

        1.11. “Compensation” means (a) base salary, including amounts deferred from salary under any tax-qualified or non-qualified employee pension benefit plan maintained by the Employer, (b) incentive awards, including portions of awards that are deferred for payment at a later date, and (c) salary continuation payments on account of short-term or long-term disability under any disability plan or arrangement of the Employer. Compensation shall not include (i) the compensatory portion of any exercise of a stock option, (ii) the value of any stock appreciation right, restricted stock or other equity grant, or (iii) any amounts previously deferred under (a) or (b) above, and included in the Participant’s pay by the Employer in a subsequent year.

        1.12. “Crown Pension” means the annual amount or amounts payable to the Participant under the basic pension benefit portion of the Pension Plan or the basic pension benefit portion of any other tax-qualified employee defined benefit pension plan maintained by the Employer, as a single life annuity beginning at or after age 65.

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        1.13. “Crown Thrift Amount” means the amount or amounts payable to the Participant under any tax-qualified employee defined contribution pension plan maintained by the Employer, and that are attributable to employer matching contributions made to such plan by the Company, any other Employer while it is a member of the Company’s controlled group or any acquired company. Crown Thrift Amount shall not include amounts attributable to the Crown Cork & Seal Company, Inc. Employee Stock Ownership Plan and employer profit sharing contributions. The amount shall first be determined as of the Participant’s date of termination of employment, then converted to an annuity beginning at the Participant’s Normal Retirement Date under the Plan by (a) accumulating the balance to such Normal Retirement Date at the interest rate payable on 30 year Treasury securities at termination of employment, (b) converted to a life annuity using the assumptions set forth in Section 1.1.

        1.14. “Employer” means Crown Holdings, Inc. and any affiliate thereof.

        1.15. “Grandfathered Benefit” means all of a Participan’s retirement benefits earned and vested under the Plan as of December 31, 2004.

        1.16. “Group A Participant” means an eligible employee of the Employer designated as a Group A Participant by the Committee with the consent of the Board of Directors. Each employee so designated shall, as a condition of participation, enter into an Agreement with the Company, setting forth, among other things, the amount of retirement and death benefits to which he is entitled under the Plan. The names of all Group A Participants are set forth on Schedule A attached hereto and made a part hereof.

        1.17. “Group B Participant” means an eligible employee of the Employer who is an executive vice president and designated as a Group B Participant by the Committee, with the consent of the Board of Directors. Each employee so designated shall, as a condition of participation, enter into an Agreement with the Company, setting forth, among other things, the amount of retirement and death benefits to which he is entitled under the Plan. The names of all Group B Participants are set forth on Schedule A attached hereto.

        1.18. “Group C Participant” means an eligible employee of the Employer who is a senior vice president, or employee of a lower rank, and designated as a Group C Participant by the Committee, with the consent of the Board of Directors. Each employee so designated shall, as a condition of participation, enter into an Agreement with the Company, setting forth, among other things, the amount of retirement and death benefits to which he is entitled under the Plan. The names of all Group C Participants are set forth on Schedule A attached hereto.

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        1.19. “Normal Retirement Date” means, unless otherwise provided in the Participant’s Agreement, the later of the first day of the month after the Participant attains age 65 or the first day of the month after the completion of five years of participation in the Plan.

        1.20. “Participant” means an employee of the Employer who has been designated by the Committee as eligible for benefits under the Plan.

        1.21. “Pension Plan” means the Crown Cork & Seal Company, Inc. Pension Plan or any successor plan.

        1.22. “Plan” means the Crown Senior Executive Retirement Plan as set forth in this document and the related Agreements, as each may be amended from time to time.

        1.23. “Primary Insurance Amount Offset” means the annual amount payable to the Participant under the old age portion of the Social Security Act beginning at (a) age 65 for any Participant who begins participation before January 1, 2000, or (b) Social Security Normal Retirement Age for any Participant who begins participation after December 31, 1999, in either case without reduction for Medicare premiums. The Primary Insurance Amount Offset shall be determined by considering in the calculation only compensation paid to the Participant by the Employer, and shall be based on the provisions of the Social Security Act in effect at the date of the Participant’s termination of employment.

        1.24. “Retirement Benefit” means the benefit a Participant is entitled to as determined under Section 3.1, appropriately reduced for early retirement under Section 3.2.

        1.25. “Total Disability” means disabled, as such term is defined under Code Section 409A(a)(2)(C).

        1.26. “Trust” means a grantor trust created by a trust agreement between the Company and the Trustee, fixing the rights and liabilities with respect to controlling and managing assets for the purposes of the Plan.

        1.27. “Trustee” means a corporation with fiduciary powers that is appointed by the Board of Directors as trustee or successor trustee and named in a trust agreement or any amendment thereto; provided that, on or after a Change in Control, the appointment or removal of the Trustee or any successor trustee by the Board of Directors shall be effective only if at least two-thirds of the Participants in the Plan at such time give written consent to such action.

        1.28. “Years of Service” means (a) all years (and fractions thereof) of employment of the Participant, whether or not continuous, with the Employer, measured from the later of the Participant’s date of hire or the date his employer becomes an affiliate of the Company, unless otherwise stated in the Participant’s Agreement, (b) all periods during which the Participant receives salary continuation payments on account of short-term disability under any disability plan or arrangement of the Employer, and (c) the period beginning upon the Participant’s Total Disability and ending upon his Commencement Date during which the Participant receives total disability benefits under any plan or arrangement of the Employer. For benefit accrual and vesting purposes, any fractional period of service of 15 days or more shall be deemed to be a calendar month. Notwithstanding the foregoing, in the case of an individual who becomes a Participant after July 31, 1997, unless otherwise provided in the Participant’s Agreement, no service after the Participant reaches his Normal Retirement Date, shall be counted in determining his Retirement Benefit under Section 3.1. The foregoing provision shall not apply to an individual who was a Participant as of July 31, 1997. The Committee may grant credit for service with a previous employer for purposes of determining a Participant’s Years of Service.

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ARTICLE II.   PARTICIPATION.

        2.1. Eligibility Requirements. Each employee of the Employer who has been designated by the Committee as a Participant, shall be eligible to participate in the Plan.

        2.2. Participation Date. An employee shall be a Participant effective as of the first day of the month following the later of the month in which he has been designated as a Participant or the month in which his Agreement is effective.

ARTICLE III.   RETIREMENT BENEFITS.

        3.1. Normal Retirement Benefit.

        3.1.1. Benefit Formula for Group A Participants, Group B Participants and Certain Group C Participants. The formula for the annual benefit of a Group A or a Group B Participant or an individual who becomes a Group C Participant before November 1, 1998, payable upon his termination of employment at or after his Normal Retirement Date shall be the product of A times B, minus the sum of C, D, E and F, where:

A = Participant’s Years of Service multiplied by 2.25% for the first 20 years of such service and by 1.67%
       for the next 15 years of such service

B = Participant’s Average Annual Compensation

C = Participant’s Crown Pension

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D = Participant’s Crown Thrift Amount

E = Participant’s Primary Insurance Amount Offset

F = Participant’s Grandfathered Benefit.

        3.1.2. Benefit Formula for Certain Group C Participants. The formula for the annual benefit of an individual who becomes a Group C Participant after October 31, 1998, payable upon his termination of employment at or after his Normal Retirement Date shall be the product of A times B, minus the sum of C, D and E, where:

A = Participant’s Years of Service multiplied by 2.00% for the first 20 years of such service and by 1.45%
       for the next 15 years of such service

B = Participant’s Average Annual Compensation

C = Participant’s Crown Pension

D = Participant’s Primary Insurance Amount Offset

E = Participant’s Grandfathered Benefit.

        3.1.3. Additional Service Credit - All Participants. The Committee, in its sole discretion, may grant additional benefit credit to a Participant under Section 3.1.1 or Section 3.1.2 for Years of Service in excess of 35 years, at a rate not to exceed 1% for each such additional year.

        3.1.4. Amount of Normal Retirement Benefit - All Participants. The normal retirement benefit of a Participant shall be the greater of the amount set forth in his Agreement or the amount determined under Section 3.1.1 or Section 3.1.2, as applicable, and Section 3.1.3, if applicable.

        3.1.5. Change in Annual Benefit Formula for Changes in Group Designation. If an individual first designated as a Group C Participant after October 31, 1998 is subsequently designated as a Group A Participant or as a Group B Participant, his entire benefit hereunder shall be calculated under Section 3.1.1.

        3.2. Early Commencement. The benefit of a Participant who receives his Retirement Benefit before his Normal Retirement Date shall be the greater of (a) the amount set forth in his Agreement or (b) the amount determined under Section 3.1, reduced by either the rate applicable under the early retirement reduction formula in the Pension Plan or as otherwise stated in the Participant’s Agreement, for the period by which the beginning date of the payments precedes his Normal Retirement Date.

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ARTICLE IV.   VESTING.

        4.1. Vesting - Retirement Benefits. A Participant shall be 100% vested in his retirement benefit under the Plan:

        4.1.1. after five years of participation in the Plan, or

        4.1.2. in the event of a Change in Control while he is employed by the Employer, or

        4.1.3. in the event his employment with the Employer is terminated by reason of his Total Disability.

A Participant who terminates employment due to Cause shall not be entitled to any benefit under the Plan, irrespective of his number of years of participation in the Plan.

        4.2. Vesting - Death and Surviving Spouse Benefits. The beneficiary or surviving spouse of a vested Participant who terminates employment due to death or who has previously terminated employment with a vested right to a retirement benefit under Section 4.1 shall be entitled to death and/or surviving spouse benefits only as provided in Article V. No other death benefits shall be payable under the Plan.

ARTICLE V.   DEATH BENEFITS.

        5.1. Lump Sum Death Benefits The named beneficiary of a Participant who dies after becoming entitled to a vested Retirement Benefit under Article IV shall receive a death benefit equal to five times the Participant’s annual normal Retirement Benefit accrued as of the date of the Participant’s termination of service, as determined under Article III. Such death benefit shall be subject to reduction or offset, if any, as set forth in the Participant’s Agreement and shall be payable as soon as administratively practicable following the Participant’s death. A Participant may designate a beneficiary to receive the death benefit payable under this Section 5.1 in accordance with procedures established by the Committee. In the event a Participant fails to properly designate a beneficiary or if the beneficiary does not survive the Participant, the death benefit shall be payable to the Participant’s estate.

        5.2. Surviving Spouse Benefits. The surviving spouse of a vested Participant who dies prior to his Commencement Date and prior to a Change in Control shall receive a survivor benefit equal to 50% of the Participant’s accrued Retirement Benefit, payable as soon as administratively practicable after the Participant’s Commencement Date. This provision shall not adversely affect any right the surviving spouse may have as a named beneficiary to receive a lump sum death benefit under Section 5.1. above.

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ARTICLE VI.   PAYMENT OF RETIREMENT, DEATH AND SURVIVOR BENEFITS.

        6.1. Payment of Retirement Benefits. Except as provided in Section 6.2, the Retirement Benefit due to a Participant pursuant to the Plan shall be paid in a cash lump sum on the Participant’s Commencement Date. This lump sum payment shall equal the Actuarial Equivalent present value of the Retirement Benefit. Notwithstanding the foregoing, if the Participant is a “specified employee” within the meaning of Code Section 409A and the Participant’s Commencement Date was determined by reference to the Participant’s termination of employment, then the lump sum payment of such Participant’s benefit shall be made on the date that is six months and one day after the date of the Participant’s termination of employment; provided, that such delay shall not be applicable if the Participant becomes entitled to a distribution as the result of a Change in Control. In the event such payment is delayed, such lump sum shall be increased by interest at the rate then used to determine an Actuarial Equivalent value hereunder. In the event that the Participant dies during such six-month period, the entire amount of the Participant’s Retirement Benefit, as determined under this Section 6.1 shall be paid to the surviving spouse or the Participant’s estate, if there is no surviving spouse, as soon as administratively practicable following the Participant’s death.

        6.2. Distribution Upon a Change in Control. In the event of a Change of Control, all accrued Retirement Benefits shall be paid to the Participant (or to his surviving spouse if Section 5.2 is applicable) in a cash lump sum as soon as administratively practicable but in no event more than 10 business days after the Change in Control. This lump sum payment shall equal the Actuarial Equivalent present value of the Retirement Benefit.

        6.3. Gross-Up Payments. Any Participant or surviving spouse who receives a lump sum payment under Section 6.2 on account of a Change in Control shall, contemporaneously therewith, also receive an additional payment from the Plan such that the Participant or surviving spouse receives, on a net, after-tax basis, the amount the Participant or surviving spouse would have received if such lump sum payment had not been subject to any federal, state or local tax imposed on the lump sum payment, including, without limitation, any income, wage, payroll, or excise taxes and any interest, penalties or other additions to tax thereon (other than those related to actions taken by the Participant or actions that the Participant fails to take). The determination of the amount of the additional lump sum payment shall be made by one of the four largest national certified public accounting firms as the Participant or the surviving spouse shall select. All fees of such accounting firm shall be paid by the Employer.

        6.4. Payment of Death and Surviving Spouse Benefits.

        6.4.1. The death benefit due a beneficiary pursuant to Section 5.1 shall be paid in a cash lump sum.

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        6.4.2. The survivor benefit due a surviving spouse with respect to a Participant’s Retirement Benefit pursuant to Section 5.2 shall be paid in a cash lump sum. This lump sum payment shall equal the Actuarial Equivalent present value of the Retirement Benefit.

        6.5. Certain Other Payments. If a Participant or surviving spouse is liable for the payment of any tax or interest penalty (the “Basic Tax”) pursuant to Code Section 409A(a)(1)(B), with respect to any payment or benefit received or to be received under this Plan, the Company shall pay the Participant or surviving spouse an amount (the “Special Reimbursement”) which, after payment by the Participant or surviving spouse of any federal, state and local taxes, including, without limitation, any further tax under Code Section 409A(a)(1)(B), attributable to or resulting from the Special Reimbursement, equals the net amount of the Basic Tax. The Special Reimbursement shall be determined by one of the four largest national certified public accounting firms as selected by the Participant or surviving spouse. All fees of such accounting firm shall be paid by the Employer. The Special Reimbursement shall be paid as soon as practicable after it is determined.

        6.6. State and Local Taxes. The Company shall indemnify and hold each Participant (and, if applicable, such Participant’s surviving spouse) harmless from any state and local taxes on any payments made under this Plan.

ARTICLE VII.   CONTRIBUTIONS

        7.1. Contributions. In order to meet its obligation hereunder, the Employer may contribute to a Trust the funds necessary to provide the benefits hereunder or life insurance policies covering the lives of the Participants or the funds necessary for the purchase of such policies.

        7.2. General Assets. Notwithstanding Section 7.1, the Employer’s obligations hereunder shall constitute general, unsecured obligations, payable solely out of its general assets, and no Participant or other person shall have any right to specific assets.

ARTICLE VIII.   ADMINISTRATION.

        8.1. Administration by the Committee. The Plan shall be administered by the Committee; provided, however, that any member of the Committee who is a Participant in the Plan shall be precluded from voting on any matter relating solely to his rights under the Plan. The Committee shall have the authority, responsibility and discretion to interpret and construe the Plan and to decide all questions arising thereunder, including, without limitation, questions of eligibility for participation, eligibility for benefits and the time of the distribution thereof, and shall have the authority to deviate from the literal terms of the Plan to the extent the Committee shall determine to be necessary or appropriate to operate the Plan in compliance with the provisions of applicable law.

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ARTICLE IX.   AMENDMENT AND TERMINATION.

        9.1. Amendment. The Company reserves the right, by action of its Board of Directors, to amend the Plan at any time, in any manner whatsoever, after delivery of written notification to all Participants and to surviving spouses and beneficiaries then entitled to benefits of its intention and the effective date thereof; provided, however, that no such amendment shall operate to reduce the benefit that any Participant who is participating at the time such amendment is adopted would otherwise receive hereunder at retirement, or that his surviving spouse or beneficiary would receive in the event of his death, and no amendment shall operate to limit the Employer’s obligations in the event of a Change in Control.

        9.2. Termination of the Plan. Continuance of the Plan is completely voluntary, and is not assumed as a contractual obligation of the Company or other Employer. The Company, and each other Employer, having adopted the Plan, shall have the right, at any time, prospectively to discontinue the Plan as to its eligible employees; provided, however, that such termination shall not operate to reduce the benefit that any Participant who is participating at the time such amendment is adopted would otherwise receive hereunder at retirement, or that his surviving spouse or beneficiary would receive in the event of his death. In the event that the Plan is terminated or otherwise amended to cease future benefit accruals hereunder, for purposes of determining a Participant’s Retirement Benefit, the Participant’s Crown Pension, Crown Thrift Amount and Primary Insurance Amount Offset shall all be determined as of the date of such Plan termination or amendment.

ARTICLE X.   MISCELLANEOUS.

        10.1. Title to Assets. Title to and beneficial ownership of any assets, whether cash or investments, that the Employer may set aside or earmark to meet its obligations hereunder, shall at all times remain in the Employer; provided that legal title to any assets placed in the Trust shall be in the Trustee. No Participant, surviving spouse or beneficiary shall under any circumstances acquire any property interest in any specific assets set aside in trust by the Employer. Any funds that may be invested under the provisions of the Plan shall continue for all purposes to be a part of the general funds of the Employer and no person other than the Employer shall by virtue of the provisions of the Plan have any interest in such funds. To the extent that any person acquires a right to receive payments under the Plan, such right shall be no greater than the right of any unsecured general creditor of the Employer.

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        10.2. Non-alienation. The right of a Participant or any other person to the payment of any benefit hereunder shall not be assigned, transferred, pledged or encumbered.

        10.3. Incapacity. If the Committee shall find that any person to whom any payment is due under the Plan is unable to care for his affairs because of illness or accident, or is a minor, any payment due (unless a prior claim therefor shall have been made by a duly appointed guardian, committee or other legal representative) may be paid to the spouse, a child, a parent, or a brother or sister, or to any person deemed by the Committee to have incurred expense for such person otherwise entitled to payment, in such manner and proportions as the Committee may determine. Any such payment shall be a complete discharge, to the extent of the payment, of the liabilities of the Plan, the Employer, the Committee, and the Trustee.

        10.4. No Employment Contract. Nothing contained herein or in any Agreement shall be construed as conferring upon a Participant the right to continue in the employ of the Employer in any capacity.

        10.5. Succession. The Plan and the related Agreements shall be binding upon and inure to the benefit of the Company and the Employer, their successors and assigns, and the Participants and their heirs, executors, administrators and legal representatives.

        10.6. Gender and Number. . For purposes of the Plan, the singular shall include the plural and the masculine shall include the feminine, and vice versa.

        10.7. Governing Law. The Plan shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania, except to the extent superseded by federal law.

        IN WITNESS WHEREOF, Crown Holdings, Inc. has caused this amendment and restatement of the Plan to be executed effective as of the date first above written.

CROWN HOLDINGS, INC.

By:
	Chairman of the Compensation Committee

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CROWN SENIOR EXECUTIVE RETIREMENT PLAN

SCHEDULE A

GROUP A PARTICIPANTS

Name	Effective Date of Participation
William J. Avery	November 10, 1991
Michael J. McKenna	November 10, 1991
Mark W. Hartman	November 10, 1991
Ronald R. Thoma	November 10, 1991
Richard L. Krzyzanowski	November 10, 1991
Alan W. Rutherford	April 29, 1993

*  *  *

GROUP B PARTICIPANTS

Name	Effective Date of Participation
John W. Conway	July 28, 1994
William H. Voss	December 12, 1996
William Apted	November 1, 2001
Frank J. Mechura	January 1, 1998
Robert J. Truitt	January 1, 1998

*  *  *

GROUP C PARTICIPANTS

Name	Effective Date of Participation
Clint J. Waring	December 11, 1997
Daniel A. Abramowicz	January 1, 1999
Timothy J. Donahue	October 1, 2000
William T. Gallagher	August 1, 2003
Pat Szmyt	November 1, 2005
Ray McGowan	November 1, 2005

A-1

EX-10

EXHIBIT 10.4.a

SENIOR EXECUTIVE RETIREMENT AGREEMENT

Background

         Crown Holdings, Inc. (the “Company”) maintains the Crown Senior Executive Retirement Plan (previously known as the Crown Cork & Seal Company, Inc. Senior Executive Retirement Plan) (the “Plan”) to provide retirement and death benefits to certain of its key management employees. The Plan was amended and restated effective January 1, 2005 in order to comply with the requirements of Internal Revenue Code Section 409A and to implement certain design changes. All retirement benefits earned and vested under the Plan as of December 31, 2004 are “grandfathered” and shall continue to be administered under the terms of the Plan as they existed on such date.

         John W. Conway (the “Participant”), as an executive of the Company, was previously selected to participate in the Plan effective July 28, 1994. The Participant and the Company previously entered into a Senior Executive Retirement Agreement dated July 28, 1994 which was subsequently amended on July 22, 2004 (the “Original Agreement”). The Original Agreement shall continue to be applicable to all retirement benefits “grandfathered” under the Plan as of December 31, 2004. As a result of the amendment and restatement of the Plan effective January 1, 2005, the parties wish to enter into this new Agreement to be applicable to retirement benefits earned or vested on or after January 1, 2005 (“Post-2004 Benefits”). Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the definitions set forth in the Plan, which is incorporated herein and made a part hereof.

        Therefore, the Company and the Participant, both intending to be legally bound, hereby agree as follows:

Agreement

        1.      Participation Effective Date. The effective date of the Participant’s participation in the Plan is July 28, 1994.

        2.      Normal Retirement Benefit. The Participant has been designated as a Group B Participant and shall be entitled to a normal Retirement Benefit with respect to his Post-2004 Benefits calculated as the product of:

A x B – (C + D + E + F), where:

A = Participant’s Years of Service multiplied by 2.25% for the first 20 years of such service, by 1.67% for the next 15 years of such service and by 1% for all years of such service thereafter;

B = Participant’s Average Annual Compensation;

C = Participant’s Crown Pension;

D = Participant’s Crown Thrift Amount;

E = Participant’s Primary Insurance Amount Offset; and

F = Participant’s Grandfathered Benefit.

        3.      Normal Retirement Date. The Participant’s Normal Retirement Date is the later of the first day of the month after the Participant attains age 65 or the first day of the month after the Participant’s completion of five years of participation in the Plan.

        4.      Early Retirement Benefit. If the Participant’s Commencement Date precedes his Normal Retirement Date, his Retirement Benefit with respect to his Post-2004 Benefits shall be the amount determined under Section 3.1 of the Plan, reduced by the rate applicable under the early retirement reduction formula in the Pension Plan for the period by which his Commencement Date precedes his Normal Retirement Date.

        5.      Deferred Vested Benefit. The Participant’s vested Retirement Benefit with respect to his Post-2004 Benefits, if any, payable to the Participant if he terminates employment before his attainment of age 60 shall be paid on such Participant’s Commencement Date.

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        6.      Disability Benefit. There shall be no short-term or long-term disability benefits payable under the Plan.

        7.      Surviving Spouse Retirement Benefits. If the Participant dies after becoming entitled to a vested Retirement Benefit with respect to his Post-2004 Benefits and prior to his Commencement Date, his surviving spouse, if any, shall receive a lump sum survivor benefit equal to 50% of the present value of the Participant’s Post-2004 Benefits payable as soon as administratively feasible after the Participant’s Commencement Date.

        8.      Death Benefits. If the Participant dies after becoming entitled to a vested Retirement Benefit with respect to his Post-2004 Benefits, the Company shall pay to the Participant’s designated beneficiary a lump sum death benefit equal to five times his annual normal Retirement Benefit with respect to his Post-2004 Benefits, as determined under Article III of the Plan; provided, however, that the amount of such death benefit shall be reduced on a dollar-for-dollar basis by the life insurance benefit, if any, paid to a beneficiary designated by the Participant pursuant to any split-dollar life insurance arrangement between the Participant and the Company. This death benefit shall be payable as soon as administratively feasible following the Participant’s death.

        9.      Vesting. The Participant shall be 100% vested in his Post-2004 Benefits upon meeting the requirements of Article IV of the Plan.

        10.      Form of Benefit. The Participant’s Post-2004 Benefits shall be paid in the form of a cash lump sum. This lump sum payment shall equal the Actuarial Equivalent present value of his Post-2004 Benefits.

        11.      Distribution. The Participant’s Post-2004 Benefits shall be paid on the earlier of (a) the Participant’s Commencement Date or (b) the occurrence of a Change in Control.

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Notwithstanding the foregoing, if the Participant is a “specified employee” within the meaning of Code Section 409A and the Participant’s Commencement Date is determined by reference to the Participant’s termination of employment, then the payment of the Participant’s Post-2004 Benefits shall be made on the date that is at least six months and one day after the date of the Participant’s termination of employment.

        12.      Terms of the Plan Control. The Participant agrees to be bound in all respects by all provisions of the Plan, as amended and restated effective January 1, 2005, including without limitation, all decisions of the Committee resolving questions concerning the operation and interpretation of the Plan. In all cases in which the Participant has an election or option under the Plan, the Participant must comply with the policies and procedures specified in the Plan or established by the Committee to make such election.

        13.      Interpretation. The Participant shall be considered a Group B Participant for all purposes of the Plan and this Agreement shall be interpreted accordingly. References to Plan provisions shall mean those provisions under the Plan as amended and restated effective January 1, 2005 and nothing in the Plan or in this Agreement shall be interpreted to cause a duplication of benefits. Any change or amendment to such Plan provisions that would affect the Participant’s rights accrued up to the date of such change or amendment shall be effective as to the Participant only with his written consent; provided that, the Company or the Committee may make non-material changes to administrative policies or procedures without the Participant’s consent

        14.      General. This Agreement shall not constitute an employment contract between the Company and the Participant and shall not be construed as conferring on the Participant the right to continue in the employ of the Company. The Participant, his beneficiary and his surviving spouse shall have no right to assign, transfer, pledge, encumber or otherwise anticipate any payment or interest under the Plan or this Agreement. The Participant acknowledges that he, his surviving spouse and beneficiary shall have no title to, or secured interest in, any assets the Company sets aside, earmarks or otherwise segregates (including in any trust) for the satisfaction of its liabilities under the Plan or this Agreement.

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        15.      This Agreement shall be construed in accordance with, and governed by, the laws of the Commonwealth of Pennsylvania, except to the extent superseded by federal law.

        16.      The Participant’s signature below shall constitute not only an acceptance of this Agreement, but also an agreement to all changes made to the Plan as of January 1, 2005.

         This Agreement is entered into as of the 3rd day of May, 2007.

CROWN HOLDINGS, INC.

By:

John W. Conway

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EX-10

EXHIBIT 10.4.b

SENIOR EXECUTIVE RETIREMENT AGREEMENT

Background

        Crown Holdings, Inc. (the “Company”) maintains the Crown Senior Executive Retirement Plan (previously known as the Crown Cork & Seal Company, Inc. Senior Executive Retirement Plan) (the “Plan”) to provide retirement and death benefits to certain of its key management employees. The Plan was amended and restated effective January 1, 2005 in order to comply with the requirements of Internal Revenue Code Section 409A and to implement certain design changes. All retirement benefits earned and vested under the Plan as of December 31, 2004 are “grandfathered” and shall continue to be administered under the terms of the Plan as they existed on such date.

        Alan W. Rutherford (the “Participant”), as an executive of the Company, was previously selected to participate in the Plan effective April 29, 1993. The Participant and the Company previously entered into a Senior Executive Retirement Agreement dated April 29, 1993 which was subsequently amended on May 24, 1994 (the “Original Agreement”). The Original Agreement shall continue to be applicable to all retirement benefits “grandfathered” under the Plan as of December 31, 2004. As a result of the amendment and restatement of the Plan effective January 1, 2005, the parties wish to enter into this new Agreement to be applicable to retirement benefits earned or vested on or after January 1, 2005 (“Post-2004 Benefits”). Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the definitions set forth in the Plan, which is incorporated herein and made a part hereof.

        Therefore, the Company and the Participant, both intending to be legally bound, hereby agree as follows:

Agreement

        1.      Participation Effective Date. The effective date of the Participant’s participation in the Plan is April 29, 1993.

        2.      Normal Retirement Benefit. The Participant has been designated as a Group A Participant and shall be entitled to a normal Retirement Benefit with respect to his Post-2004 Benefits calculated in accordance with the applicable provision of Section 3.1 of the Plan, or, if greater, shall be calculated as:

A + B + C - D, where:

A = $70,000;

B = 2% x Final Average Pay x first 20 Years of Service;

C = 1% x Final Average Pay x Years of Service in excess of 20;

D = Participant’s Grandfathered Benefit.

For purposes of this Agreement, “Final Average Pay” means the annual average of Participant’s five highest consecutive years of base salary plus annual incentive payments.

        3.      Normal Retirement Date. The Participant’s Normal Retirement Date is the first day of the month coincident with or following the date the Participant attains age 62.

        4.      Disability Benefit. There shall be no short-term or long-term disability benefits payable under the Plan.

        5.      Surviving Spouse Retirement Benefits. If the Participant dies after becoming entitled to a vested Retirement Benefit with respect to his Post-2004 Benefits and prior to his Commencement Date, his surviving spouse, if any, shall receive a lump sum survivor benefit equal to 50% of the present value of the Participant’s Post-2004 Benefits payable as soon as administratively feasible after the Participant’s Commencement Date.

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        6.      Death Benefits. If the Participant dies after becoming entitled to a vested Retirement Benefit with respect to his Post-2004 Benefits, the Company shall pay to the Participant’s designated beneficiary a lump sum death benefit equal to five times his annual normal Retirement Benefit with respect to his Post-2004 Benefits, as determined under Article III of the Plan; provided, however, that the amount of such death benefit shall be reduced on a dollar-for-dollar basis by the life insurance benefit, if any, paid to a beneficiary designated by the Participant pursuant to any split-dollar life insurance arrangement between the Participant and the Company. This death benefit shall be payable as soon as administratively feasible following the Participant’s death.

        7.      Vesting. The Participant shall be 100% vested in his Post-2004 Benefits upon meeting the requirements of Article IV of the Plan.

        8.      Form of Benefit. The Participant’s Post-2004 Benefits shall be paid in the form of a cash lump sum. This lump sum payment shall equal the Actuarial Equivalent present value of his Post-2004 Benefits.

        9.      Distribution. The Participant’s Post-2004 Benefits shall be paid on the earlier of (a) the Participant’s Commencement Date or (b) the occurrence of a Change in Control. Notwithstanding the foregoing, if the Participant is a “specified employee” within the meaning of Code Section 409A and the Participant’s Commencement Date is determined by reference to the Participant’s termination of employment, then the payment of the Participant’s Post-2004 Benefits shall be made on the date that is at least six months and one day after the date of the Participant’s termination of employment.

        10.      Terms of the Plan Control. The Participant agrees to be bound in all respects by all provisions of the Plan, as amended and restated effective January 1, 2005, including without limitation, all decisions of the Committee resolving questions concerning the operation and interpretation of the Plan. In all cases in which the Participant has an election or option under the Plan, the Participant must comply with the policies and procedures specified in the Plan or established by the Committee to make such election.

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        11.      Interpretation. The Participant shall be considered a Group A Participant for all purposes of the Plan and this Agreement shall be interpreted accordingly. References to Plan provisions shall mean those provisions under the Plan as amended and restated effective January 1, 2005 and nothing in the Plan or in this Agreement shall be interpreted to cause a duplication of benefits. Any change or amendment to such Plan provisions that would affect the Participant’s rights accrued up to the date of such change or amendment shall be effective as to the Participant only with his written consent; provided that, the Company or the Committee may make non-material changes to administrative policies or procedures without the Participant’s consent.

        12.      General. This Agreement shall not constitute an employment contract between the Company and the Participant and shall not be construed as conferring on the Participant the right to continue in the employ of the Company. The Participant, his beneficiary and his surviving spouse shall have no right to assign, transfer, pledge, encumber or otherwise anticipate any payment or interest under the Plan or this Agreement. The Participant acknowledges that he, his surviving spouse and beneficiary shall have no title to, or secured interest in, any assets the Company sets aside, earmarks or otherwise segregates (including in any trust) for the satisfaction of its liabilities under the Plan or this Agreement.

        13.      This Agreement shall be construed in accordance with, and governed by, the laws of the Commonwealth of Pennsylvania, except to the extent superseded by federal law.

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        14.      The Participant’s signature below shall constitute not only an acceptance of this Agreement, but also an agreement to all changes made to the Plan as of January 1, 2005.

         This Agreement is entered into as of the 3rd day of May, 2007.

CROWN HOLDINGS, INC.

By:

Alan W. Rutherford

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EX-10

EXHIBIT 10.4.c

SENIOR EXECUTIVE RETIREMENT AGREEMENT

Background

         Crown Holdings, Inc. (the “Company”) maintains the Crown Senior Executive Retirement Plan (previously known as the Crown Cork & Seal Company, Inc. Senior Executive Retirement Plan) (the “Plan”) to provide retirement and death benefits to certain of its key management employees. The Plan was amended and restated effective January 1, 2005 in order to comply with the requirements of Internal Revenue Code Section 409A and to implement certain design changes. All retirement benefits earned and vested under the Plan as of December 31, 2004 are “grandfathered” and shall continue to be administered under the terms of the Plan as they existed on such date.

         William H. Voss (the “Participant”), as an executive of the Company, was previously selected to participate in the Plan effective December 12, 1996. The Participant and the Company previously entered into a Senior Executive Retirement Agreement dated December 12, 1996 which was subsequently amended on July 22, 2004 (the “Original Agreement”). The Original Agreement shall continue to be applicable to all retirement benefits “grandfathered” under the Plan as of December 31, 2004. As a result of the amendment and restatement of the Plan effective January 1, 2005, the parties wish to enter into this new Agreement to be applicable to retirement benefits earned or vested on or after January 1, 2005 (“Post-2004 Benefits”). Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the definitions set forth in the Plan, which is incorporated herein and made a part hereof.

        Therefore, the Company and the Participant, both intending to be legally bound, hereby agree as follows:

Agreement

        1.      Participation Effective Date. The effective date of the Participant’s participation in the Plan is December 12, 1996.

        2.      Normal Retirement Benefit. The Participant has been designated as a Group B Participant and shall be entitled to a normal Retirement Benefit with respect to his Post-2004 Benefits calculated as the product of:

A x B – (C + D + E + F), where:

A = Participant’s Years of Service multiplied by 2.25% for the first 20 years of such service, by 1.67% for the next 15 years of such service and by 1% for all years of such service thereafter;

B = Participant’s Average Annual Compensation;

C = Participant’s Crown Pension;

D = Participant’s Crown Thrift Amount;

E = Participant’s Primary Insurance Amount Offset; and

F = Participant’s Grandfathered Benefit.

        3.      Normal Retirement Date. The Participant’s Normal Retirement Date is the later of the first day of the month after the Participant attains age 65 or the first day of the month after the Participant’s completion of five years of participation in the Plan.

        4.      Early Retirement Benefit. If the Participant’s Commencement Date precedes his Normal Retirement Date, his Retirement Benefit with respect to his Post-2004 Benefits shall be the amount determined under Section 3.1 of the Plan, reduced by the rate applicable under the early retirement reduction formula in the Pension Plan for the period by which his Commencement Date precedes his Normal Retirement Date.

        5.      Deferred Vested Benefit. The Participant’s vested Retirement Benefit with respect to his Post-2004 Benefits, if any, payable to the Participant if he terminates employment before his attainment of age 60 shall be paid on such Participant’s Commencement Date.

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        6.      Disability Benefit. There shall be no short-term or long-term disability benefits payable under the Plan.

        7.      Surviving Spouse Retirement Benefits. If the Participant dies after becoming entitled to a vested Retirement Benefit with respect to his Post-2004 Benefits and prior to his Commencement Date, his surviving spouse, if any, shall receive a lump sum survivor benefit equal to 50% of the present value of the Participant’s Post-2004 Benefits payable as soon as administratively feasible after the Participant’s Commencement Date.

        8.      Death Benefits. If the Participant dies after becoming entitled to a vested Retirement Benefit with respect to his Post-2004 Benefits, the Company shall pay to the Participant’s designated beneficiary a lump sum death benefit equal to five times his annual normal Retirement Benefit with respect to his Post-2004 Benefits, as determined under Article III of the Plan; provided, however, that the amount of such death benefit shall be reduced on a dollar-for-dollar basis by the life insurance benefit, if any, paid to a beneficiary designated by the Participant pursuant to any split-dollar life insurance arrangement between the Participant and the Company. This death benefit shall be payable as soon as administratively feasible following the Participant’s death.

        9.      Vesting. The Participant shall be 100% vested in his Post-2004 Benefits upon meeting the requirements of Article IV of the Plan.

        10.      Form of Benefit. The Participant’s Post-2004 Benefits shall be paid in the form of a cash lump sum. This lump sum payment shall equal the Actuarial Equivalent present value of his Post-2004 Benefits.

        11.      Distribution. The Participant’s Post-2004 Benefits shall be paid on the earlier of (a) the Participant’s Commencement Date or (b) the occurrence of a Change in Control.

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Notwithstanding the foregoing, if the Participant is a “specified employee” within the meaning of Code Section 409A and the Participant’s Commencement Date is determined by reference to the Participant’s termination of employment, then the payment of the Participant’s Post-2004 Benefits shall be made on the date that is at least six months and one day after the date of the Participant’s termination of employment.

        12.      Terms of the Plan Control. The Participant agrees to be bound in all respects by all provisions of the Plan, as amended and restated effective January 1, 2005, including without limitation, all decisions of the Committee resolving questions concerning the operation and interpretation of the Plan. In all cases in which the Participant has an election or option under the Plan, the Participant must comply with the policies and procedures specified in the Plan or established by the Committee to make such election.

        13.      Interpretation. The Participant shall be considered a Group B Participant for all purposes of the Plan and this Agreement shall be interpreted accordingly. References to Plan provisions shall mean those provisions under the Plan as amended and restated effective January 1, 2005 and nothing in the Plan or in this Agreement shall be interpreted to cause a duplication of benefits. Any change or amendment to such Plan provisions that would affect the Participant’s rights accrued up to the date of such change or amendment shall be effective as to the Participant only with his written consent; provided that, the Company or the Committee may make non-material changes to administrative policies or procedures without the Participant’s consent.

        14.      General. This Agreement shall not constitute an employment contract between the Company and the Participant and shall not be construed as conferring on the Participant the right to continue in the employ of the Company. The Participant, his beneficiary and his surviving spouse shall have no right to assign, transfer, pledge, encumber or otherwise anticipate any payment or interest under the Plan or this Agreement. The Participant acknowledges that he, his surviving spouse and beneficiary shall have no title to, or secured interest in, any assets the Company sets aside, earmarks or otherwise segregates (including in any trust) for the satisfaction of its liabilities under the Plan or this Agreement.

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        15.      This Agreement shall be construed in accordance with, and governed by, the laws of the Commonwealth of Pennsylvania, except to the extent superseded by federal law.

        16.      The Participant’s signature below shall constitute not only an acceptance of this Agreement, but also an agreement to all changes made to the Plan as of January 1, 2005.

         This Agreement is entered into as of the 3rd day of May, 2007.

CROWN HOLDINGS, INC.

By:

William H. Voss

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EX-10

EXHIBIT 10.4.d

SENIOR EXECUTIVE RETIREMENT AGREEMENT

Background

         Crown Holdings, Inc. (the “Company”) maintains the Crown Senior Executive Retirement Plan (previously known as the Crown Cork & Seal Company, Inc. Senior Executive Retirement Plan) (the “Plan”) to provide retirement and death benefits to certain of its key management employees. The Plan was amended and restated effective January 1, 2005 in order to comply with the requirements of Internal Revenue Code Section 409A and to implement certain design changes. All retirement benefits earned and vested under the Plan as of December 31, 2004 are “grandfathered” and shall continue to be administered under the terms of the Plan as they existed on such date.

         Frank J. Mechura (the “Participant”), as an executive of the Company, was previously selected to participate in the Plan effective January 1, 1998. The Participant and the Company previously entered into a Senior Executive Retirement Agreement dated May 6, 1998 which was subsequently amended on November 1, 2001 and again on July 22, 2004 (the “Original Agreement”). The Original Agreement shall continue to be applicable to all retirement benefits “grandfathered” under the Plan as of December 31, 2004. As a result of the amendment and restatement of the Plan effective January 1, 2005, the parties wish to enter into this new Agreement to be applicable to retirement benefits earned or vested on or after January 1, 2005 (“Post-2004 Benefits”). Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the definitions set forth in the Plan, which is incorporated herein and made a part hereof.

        Therefore, the Company and the Participant, both intending to be legally bound, hereby agree as follows:

Agreement

        1.      Participation Effective Date. The effective date of the Participant’s participation in the Plan is January 1, 1998.

        2.      Normal Retirement Benefit. The Participant has been designated as a Group B Participant and shall be entitled to a normal Retirement Benefit with respect to his Post-2004 Benefits calculated as the product of:

A x B – (C + D + E + F), where:

A = Participant’s Years of Service multiplied by 2.25% for the first 20 years of such service, by 1.67% for the next 15 years of such service and by 1% for all years of such service thereafter;

B = Participant’s Average Annual Compensation;

C = Participant’s Crown Pension;

D = Participant’s Crown Thrift Amount;

E = Participant’s Primary Insurance Amount Offset; and

F = Participant’s Grandfathered Benefit.

        3.      Normal Retirement Date. The Participant’s Normal Retirement Date is the later of the first day of the month after the Participant attains age 65 or the first day of the month after the Participant’s completion of five years of participation in the Plan.

        4.      Early Retirement Benefit. If the Participant’s Commencement Date precedes his Normal Retirement Date, his Retirement Benefit with respect to his Post-2004 Benefits shall be the amount determined under Section 3.1 of the Plan, reduced by the rate applicable under the early retirement reduction formula in the Pension Plan for the period by which his Commencement Date precedes his Normal Retirement Date.

        5.      Deferred Vested Benefit. The Participant’s vested Retirement Benefit with respect to his Post-2004 Benefits, if any, payable to the Participant if he terminates employment before his attainment of age 60 shall be paid on such Participant’s Commencement Date.

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        6.      Disability Benefit. There shall be no short-term or long-term disability benefits payable under the Plan.

        7.      Surviving Spouse Retirement Benefits. If the Participant dies after becoming entitled to a vested Retirement Benefit with respect to his Post-2004 Benefits and prior to his Commencement Date, his surviving spouse, if any, shall receive a lump sum survivor benefit equal to 50% of the present value of the Participant’s Post-2004 Benefits payable as soon as administratively feasible after the Participant’s Commencement Date.

        8.      Death Benefits. If the Participant dies after becoming entitled to a vested Retirement Benefit with respect to his Post-2004 Benefits, the Company shall pay to the Participant’s designated beneficiary a lump sum death benefit equal to five times his annual normal Retirement Benefit with respect to his Post-2004 Benefits, as determined under Article III of the Plan; provided, however, that the amount of such death benefit shall be reduced on a dollar-for-dollar basis by the life insurance benefit, if any, paid to a beneficiary designated by the Participant pursuant to any split-dollar life insurance arrangement between the Participant and the Company. This death benefit shall be payable as soon as administratively feasible following the Participant’s death.

        9.      Vesting. The Participant shall be 100% vested in his Post-2004 Benefits upon meeting the requirements of Article IV of the Plan.

        10.      Form of Benefit. The Participant’s Post-2004 Benefits shall be paid in the form of a cash lump sum. This lump sum payment shall equal the Actuarial Equivalent present value of his Post-2004 Benefits.

        11.      Distribution. The Participant’s Post-2004 Benefits shall be paid on the earlier of (a) the Participant’s Commencement Date or (b) the occurrence of a Change in Control.

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Notwithstanding the foregoing, if the Participant is a “specified employee” within the meaning of Code Section 409A and the Participant’s Commencement Date is determined by reference to the Participant’s termination of employment, then the payment of the Participant’s Post-2004 Benefits shall be made on the date that is at least six months and one day after the date of the Participant’s termination of employment.

        12.      Terms of the Plan Control. The Participant agrees to be bound in all respects by all provisions of the Plan, as amended and restated effective January 1, 2005, including without limitation, all decisions of the Committee resolving questions concerning the operation and interpretation of the Plan. In all cases in which the Participant has an election or option under the Plan, the Participant must comply with the policies and procedures specified in the Plan or established by the Committee to make such election.

        13.      Interpretation. The Participant shall be considered a Group B Participant for all purposes of the Plan and this Agreement shall be interpreted accordingly. References to Plan provisions shall mean those provisions under the Plan as amended and restated effective January 1, 2005 and nothing in the Plan or in this Agreement shall be interpreted to cause a duplication of benefits. Any change or amendment to such Plan provisions that would affect the Participant’s rights accrued up to the date of such change or amendment shall be effective as to the Participant only with his written consent; provided that, the Company or the Committee may make non-material changes to administrative policies or procedures without the Participant’s consent.

        14.      General. This Agreement shall not constitute an employment contract between the Company and the Participant and shall not be construed as conferring on the Participant the right to continue in the employ of the Company. The Participant, his beneficiary and his surviving spouse shall have no right to assign, transfer, pledge, encumber or otherwise anticipate any payment or interest under the Plan or this Agreement. The Participant acknowledges that he, his surviving spouse and beneficiary shall have no title to, or secured interest in, any assets the Company sets aside, earmarks or otherwise segregates (including in any trust) for the satisfaction of its liabilities under the Plan or this Agreement.

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        15.      This Agreement shall be construed in accordance with, and governed by, the laws of the Commonwealth of Pennsylvania, except to the extent superseded by federal law.

        16.      The Participant’s signature below shall constitute not only an acceptance of this Agreement, but also an agreement to all changes made to the Plan as of January 1, 2005.

         This Agreement is entered into as of the 3rd day of May, 2007.

CROWN HOLDINGS, INC.

By:

Frank J. Mechura

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EX-10

EXHIBIT 10.4.e

SENIOR EXECUTIVE RETIREMENT AGREEMENT

Background

         Crown Holdings, Inc. (the “Company”) maintains the Crown Senior Executive Retirement Plan (previously known as the Crown Cork & Seal Company, Inc. Senior Executive Retirement Plan) (the “Plan”) to provide retirement and death benefits to certain of its key management employees. The Plan was amended and restated effective January 1, 2005 in order to comply with the requirements of Internal Revenue Code Section 409A and to implement certain design changes.

         Timothy J. Donahue (the “Participant”), as an executive of the Company, was previously selected to participate in the Plan effective October 1, 2000. The Participant and the Company previously entered into a Senior Executive Retirement Agreement dated September 22, 2000 (the “Original Agreement”). As a result of the amendment and restatement of the Plan effective January 1, 2005, the parties wish to enter into this new Agreement. Upon the execution of this new Agreement, the Original Agreement shall be replaced in its entirety and shall be of no further force and effect. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the definitions set forth in the Plan, which is incorporated herein and made a part hereof.

        Therefore, the Company and the Participant, both intending to be legally bound, hereby agree as follows:

Agreement

        1.      Participation Effective Date. The effective date of the Participant’s participation in the Plan is October 1, 2000.

        2.      Normal Retirement Benefit. The Participant has been designated as a Group C Participant and shall be entitled to a normal Retirement Benefit calculated in accordance with the applicable provision of Section 3.1 of the Plan.

        3.      Normal Retirement Date. The Participant’s Normal Retirement Date is the later of the first day of the month after the Participant attains age 65 or the first day of the month after the Participant’s completion of five years of participation in the Plan.

        4.      Early Retirement Benefit. If the Participant’s Commencement Date precedes his Normal Retirement Date, his Retirement Benefit shall be the amount determined under Section 3.1 of the Plan, reduced by the rate applicable under the early retirement reduction formula in the Pension Plan for the period by which his Commencement Date precedes his Normal Retirement Date.

        5.      Deferred Vested Benefit. The Participant’s vested Retirement Benefit, if any, payable to the Participant if he terminates employment before his attainment of age 60 shall be paid on such Participant’s Commencement Date.

        6.      Disability Benefit. There shall be no short-term or long-term disability benefits payable under the Plan.

        7.      Surviving Spouse Retirement Benefits. If the Participant dies after becoming entitled to a vested Retirement Benefit under the Plan and prior to his Commencement Date, his surviving spouse, if any, shall receive a lump sum survivor benefit equal to 50% of the present value of the Participant’s Retirement Benefit payable as soon as administratively feasible after the Participant’s Commencement Date.

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        8.      Death Benefits. If the Participant dies after becoming entitled to a vested Retirement Benefit under the Plan, the Company shall pay to the Participant’s designated beneficiary a lump sum death benefit equal to five times his annual normal Retirement Benefit, as determined under Article III of the Plan; provided, however, that the amount of such death benefit shall be reduced on a dollar-for-dollar basis by the life insurance benefit, if any, paid to a beneficiary designated by the Participant pursuant to any split-dollar life insurance arrangement between the Participant and the Company. This death benefit shall be payable as soon as administratively feasible following the Participant’s death.

        9.      Vesting. The Participant shall be 100% vested in his Retirement Benefits upon meeting the requirements of Article IV of the Plan.

        10.      Form of Benefit. The Participant’s Retirement Benefits shall be paid in the form of a cash lump sum. This lump sum payment shall equal the Actuarial Equivalent present value of his Retirement Benefits.

        11.      Distribution. The Participant’s Retirement Benefits shall be paid on the earlier of (a) the Participant’s Commencement Date or (b) the occurrence of a Change in Control. Notwithstanding the foregoing, if the Participant is a “specified employee” within the meaning of Code Section 409A and the Participant’s Commencement Date is determined by reference to the Participant’s termination of employment, then the payment of the Participant’s Retirement Benefits shall be made on the date that is at least six months and one day after the date of the Participant’s termination of employment.

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        12.      Terms of the Plan Control. The Participant agrees to be bound in all respects by all provisions of the Plan, as amended and restated effective January 1, 2005, including without limitation, all decisions of the Committee resolving questions concerning the operation and interpretation of the Plan. Upon the execution of this new Agreement, the Original Agreement shall be replaced in its entirety and shall be of no further force and effect. In all cases in which the Participant has an election or option under the Plan, the Participant must comply with the policies and procedures specified in the Plan or established by the Committee to make such election.

        13.      Interpretation. The Participant shall be considered a Group C Participant for all purposes of the Plan and this Agreement shall be interpreted accordingly. References to Plan provisions shall mean those provisions under the Plan as amended and restated effective January 1, 2005 and nothing in the Plan or in this Agreement shall be interpreted to cause a duplication of benefits. Any change or amendment to such Plan provisions that would affect the Participant’s rights accrued up to the date of such change or amendment shall be effective as to the Participant only with his written consent; provided that, the Company or the Committee may make non-material changes to administrative policies or procedures without the Participant’s consent.

        14.      General. This Agreement shall not constitute an employment contract between the Company and the Participant and shall not be construed as conferring on the Participant the right to continue in the employ of the Company. The Participant, his beneficiary and his surviving spouse shall have no right to assign, transfer, pledge, encumber or otherwise anticipate any payment or interest under the Plan or this Agreement. The Participant acknowledges that he, his surviving spouse and beneficiary shall have no title to, or secured interest in, any assets the Company sets aside, earmarks or otherwise segregates (including in any trust) for the satisfaction of its liabilities under the Plan or this Agreement.

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        15.      This Agreement shall be construed in accordance with, and governed by, the laws of the Commonwealth of Pennsylvania, except to the extent superseded by federal law.

        16.      The Participant’s signature below shall constitute not only an acceptance of this Agreement, but also an agreement to all changes made to the Plan as of January 1, 2005.

         This Agreement is entered into as of the 3rd day of May, 2007.

CROWN HOLDINGS, INC.

By:

Timothy J. Donahue

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EX-31

EXHIBIT 31.1

CERTIFICATION

I, John W. Conway, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Crown Holdings, Inc. (“the registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
		a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
		c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
		a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
		b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:   May 1, 2007	/s/ John W. Conway
	John W. Conway
	Chief Executive Officer

EX-31

EXHIBIT 31.2

CERTIFICATION

I, Alan W. Rutherford, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Crown Holdings, Inc. (“the registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
		a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
		c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
		a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
		b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:   May 1, 2007	/s/ Alan W. Rutherford
	Alan W. Rutherford
	Chief Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

          In connection with the Quarterly Report of Crown Holdings, Inc. (the “Company”) on Form 10–Q for the period ending March 31, 2007 (the “Report”), each of the undersigned officers certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes–Oxley Act of 2002, that:

(1)      the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)      the information contained in the Report fairly presents, in all material respects, the financial position and results
          of operations of the Company.

Date:  May 1, 2007	/s/ John W. Conway
	John W. Conway
	Chairman of the Board,
	President and Chief Executive Officer
Date:  May 1, 2007	/s/ Alan W. Rutherford
	Alan W. Rutherford
	Vice Chairman of the Board,
	Executive Vice President and
	Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to this Quarterly Report on Form 10-Q and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.