10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

or

¨ 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 000-22117

SILGAN HOLDINGS INC.

(Exact name of Registrant as specified in its charter)

Delaware	06-1269834
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4 Landmark Square, Stamford, Connecticut	06901
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (203) 975-7110

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, par value $0.01 per share	Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ¨    No  x

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x	Accelerated filer  ¨	Non-accelerated filer  ¨	Smaller reporting company  ¨
		(Do not check if a smaller reporting company)

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

The aggregate market value of the Registrant’s Common Stock held by non-affiliates, computed by reference to the price at which the Registrant’s Common Stock was last sold as of June 30, 2010, the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $1.532 billion. Common Stock of the Registrant held by executive officers and directors of the Registrant has been excluded from this computation in that such persons may be deemed to be affiliates. This determination of affiliate status is not a conclusive determination for other purposes.

As of February 1, 2011, the number of shares outstanding of the Registrant’s Common Stock, par value $0.01 per share, was 69,875,873.

Documents Incorporated by Reference:

Portions of the Registrant’s Proxy Statement, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, for its Annual Meeting of Stockholders to be held in 2011 are incorporated by reference in Part III of this Annual Report on Form 10-K.

TABLE OF CONTENTS

		Page
PART I			1
Item 1.	Business		1
Item 1A.	Risk Factors		15
Item 1B.	Unresolved Staff Comments		23
Item 2.	Properties		24
Item 3.	Legal Proceedings		26
Item 4.	[Reserved]		26
PART II			27
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		27
Item 6.	Selected Financial Data		29
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		31
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		44
Item 8.	Financial Statements and Supplementary Data		46
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		46
Item 9A.	Controls and Procedures		46
Item 9B.	Other Information		48
PART III			49
Item 10.	Directors, Executive Officers and Corporate Governance		49
Item 11.	Executive Compensation		49
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		49
Item 13.	Certain Relationships and Related Transactions, and Director Independence		49
Item 14.	Principal Accountant Fees and Services		49
PART IV			50
Item 15.	Exhibits and Financial Statement Schedules		50

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PART I

ITEM 1. BUSINESS.

GENERAL

We are a leading manufacturer of metal and plastic consumer goods packaging products. We had consolidated net sales of approximately $3.07 billion in 2010. Our products are used for a wide variety of end markets and we operate 68 manufacturing plants in North America, Europe, Asia and South America. Our products include:

• steel and aluminum containers for human and pet food;

• metal, composite and plastic vacuum closures for food and beverage products and plastic closures for the dairy and juice markets; and

• custom designed plastic containers, tubes and closures for personal care, health care, pharmaceutical, household and industrial chemical, food, pet care, agricultural chemical, automotive and marine chemical products.

We are the largest manufacturer of metal food containers in North America, with a unit volume market share in the United States in 2010 of approximately half of the market. Our leadership in this market is driven by our high levels of quality, service and technological support, our low cost producer position, our strong long-term customer relationships and our proximity to customers through our widespread geographic presence. We have 29 metal food container manufacturing facilities located in the United States, and we believe that we have the most comprehensive equipment capabilities in the industry throughout North America. For 2010, our metal food container business had net sales of $1.86 billion (approximately 60.7 percent of our consolidated net sales) and income from operations of $232.6 million (approximately 77.2 percent of our consolidated income from operations excluding corporate expense).

We are also a leading worldwide manufacturer of metal, composite and plastic vacuum closures for food and beverage products. Our leadership position in vacuum closures is a result of our ability to provide customers with high levels of quality, service and technological support. Our closures business provides customers with an extensive variety of proprietary metal, composite and plastic vacuum closures that ensure closure quality and safety, as well as state-of-the-art capping/sealing equipment and detection systems to complement our closure product offering. In addition, we manufacture plastic closures for the North American dairy and juice markets. We have 16 closures manufacturing facilities located in North America, Europe, Asia and South America, from which we serve over 70 countries throughout the world. In addition, we license our technology to five other manufacturers for various markets we do not serve directly. For 2010, our closures business had net sales of $618.8 million (approximately 20.1 percent of our consolidated net sales) and income from operations of $58.6 million (approximately 19.4 percent of our consolidated income from operations excluding corporate expense).

Additionally, we are a leading manufacturer of plastic containers in North America for a variety of markets, including the personal care, health care, household and industrial chemical and food markets. Our success in the plastic packaging market is largely due to our demonstrated ability to provide our customers with high levels of quality, service and technological support, along with our value-added design-focused products and our extensive geographic presence with 23 manufacturing facilities in the United States and Canada. We produce plastic containers from a full range of resin materials and offer a comprehensive array of molding and decorating capabilities. For 2010, our plastic container business had net sales of $588.6 million (approximately 19.2 percent of our consolidated net sales) and income from operations of $10.3 million (approximately 3.4 percent of our consolidated income from operations excluding corporate expense).

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We recently announced that we entered into a purchase agreement with Vogel & Noot Holding AG, or VN, to acquire VN’s metal container operations in Central and Eastern Europe. VN’s metal container operations manufacture both metal food containers and general line metal containers.

Our customer base includes some of the world’s best-known branded consumer products companies. Our philosophy has been to develop long-term customer relationships by acting in partnership with our customers by providing reliable quality, service and technological support and utilizing our low cost producer position. The strength of our customer relationships is evidenced by our large number of multi-year supply arrangements, our high retention of customers’ business and our continued recognition from customers, as demonstrated by the many quality and service awards we have received. We estimate that in 2011 approximately 90 percent of our projected metal food container sales in North America, a majority of our projected closures sales in the United States and a majority of our projected plastic container sales will be under multi-year customer supply arrangements.

Our objective is to increase shareholder value by efficiently deploying capital and management resources to grow our business, reduce operating costs and build sustainable competitive positions, or franchises, and to complete acquisitions that generate attractive cash returns. We believe that we will accomplish this goal because of our leading market positions and management expertise in acquiring, financing, integrating and efficiently operating consumer goods packaging businesses.

OUR HISTORY

We are a Delaware corporation. We were founded in 1987 by our Non-Executive Co-Chairmen of the Board, R. Philip Silver and D. Greg Horrigan. Since our inception, we have acquired twenty-four businesses. As a result of the benefits of acquisitions and organic growth, we have increased our overall share of the U.S. metal food container market from approximately 10 percent in 1987 to approximately half of the market in 2010. Through acquisitions, we have become a leading worldwide manufacturer of vacuum closures for food and beverage products, with net sales of $618.8 million in 2010. We have also grown our market position in the plastic container business since 1987, with net sales increasing more than sixfold to $588.6 million in 2010. The following chart shows our acquisitions since our inception:

Acquired Business	Year	Products
Nestlé Food Company’s metal container manufacturing division	1987	Metal food containers
Monsanto Company’s plastic container business	1987	Plastic containers
Fort Madison Can Company of The Dial Corporation	1988	Metal food containers
Seaboard Carton Division of Nestlé Food Company	1988	Paperboard containers
Aim Packaging, Inc.	1989	Plastic containers
Fortune Plastics Inc.	1989	Plastic containers
Express Plastic Containers Limited	1989	Plastic containers
Amoco Container Company	1989	Plastic containers
Del Monte Corporation’s U.S. can manufacturing operations	1993	Metal food containers
Food Metal and Specialty business of American National Can Company	1995	Metal food containers and steel closures
Finger Lakes Packaging Company, Inc., a subsidiary of Birds Eye Foods, Inc.	1996	Metal food containers
Alcoa Inc.’s North American aluminum roll-on closure business	1997	Aluminum roll-on closures

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Acquired Business	Year	Products
Rexam plc’s North American plastic container business	1997	Plastic containers and closures
Winn Packaging Co.	1998	Plastic containers
Campbell Soup Company’s steel container manufacturing business	1998	Metal food containers
Clearplass Containers, Inc.	1998	Plastic containers
RXI Holdings, Inc.	2000	Plastic containers and plastic closures, caps, sifters and fitments
Thatcher Tubes LLC	2003	Plastic tubes
Amcor White Cap, LLC	2003	Metal, composite and plastic vacuum closures
Pacific Coast Producers’ can manufacturing operations	2003	Metal food containers
Amcor White Cap (Europe, Asia and South America)	2006 - 2008	Metal, composite and plastic vacuum closures
Cousins-Currie Limited	2006	Plastic containers
Grup Vemsa 1857, S.L.’s metal vacuum closures operations in Spain and China	2008	Metal vacuum closures
IPEC Global, Inc. and its subsidiaries	2010	Plastic closures

In November 2010, we acquired IPEC Global, Inc., or IPEC, a leading plastic closure manufacturer serving primarily the North American dairy and juice markets. IPEC has manufacturing facilities in New Castle, Pennsylvania and Brewton, Alabama.

In December 2010, we announced that we entered into a purchase agreement with VN to acquire VN’s metal container operations in Central and Eastern Europe for a purchase price of €250 million in addition to the assumption of certain liabilities of VN. The purchase price is subject to adjustments for the net debt of these operations at December 31, 2010 and the financial performance of these operations for 2010. VN’s metal container operations include 12 metal container manufacturing facilities throughout Central and Eastern Europe, with several new locations scheduled to become operational in the near term. With this pending acquisition, we will be a leading manufacturer of metal containers in North America and Europe.

OUR STRATEGY

We intend to enhance our position as a leading manufacturer of consumer goods packaging products by continuing to aggressively pursue a strategy designed to achieve future growth and increase shareholder value by focusing on the following key elements:

SUPPLY “BEST VALUE” PACKAGING PRODUCTS WITH HIGH LEVELS OF QUALITY, SERVICE AND TECHNOLOGICAL SUPPORT

Since our inception, we have been, and intend to continue to be, devoted to consistently supplying our products with the combination of quality, price and service that our customers consider to be “best value.” In our metal food container business, we focus on providing high quality and high levels of service and utilizing our low cost producer position. We have made and are continuing to make significant capital investments to offer our customers value-added features such as our family of Quick Top^® easy-open ends for our metal food containers, shaped metal food containers and alternative color offerings for metal food containers. In our closures business, we emphasize high levels of quality, service and technological support. We believe our closures business is the premier innovative closures solutions provider to the food and beverage industry by offering customers an extensive variety of metal, composite and plastic vacuum closures and plastic closures for the dairy and juice markets, as well as proprietary equipment solutions

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such as cap feeders, cappers and detection systems to ensure high quality package safety. In our plastic container business, we provide high levels of quality and service and focus on value-added, custom designed plastic containers to meet changing product and packaging demands of our customers. We believe that we are one of the few plastic packaging businesses that can custom design, manufacture and decorate a wide variety of plastic containers and plastic tubes, providing the customer with the ability to satisfy more of its plastic packaging needs through one supplier. We will continue to supply customized products that can be delivered quickly to our customers with superior levels of design, development and technological support.

MAINTAIN LOW COST PRODUCER POSITION

We will continue pursuing opportunities to strengthen our low cost position in our business by:

• maintaining a flat, efficient organizational structure, resulting in low selling, general and administrative expenses as a percentage of consolidated net sales;

• achieving and maintaining economies of scale;

• prudently investing in new technologies to increase manufacturing and production efficiency;

• rationalizing our existing plant structure; and

• serving our customers from our strategically located plants.

Through our metal food container facilities, we believe that we provide the most comprehensive manufacturing capabilities in the industry throughout North America. Through our closures business, we manufacture an extensive variety of metal, composite and plastic vacuum closures for the food and beverage industry throughout the world utilizing state-of-the-art technology and equipment, and we provide our customers with state-of-the-art capping/sealing equipment and detection systems. Through our plastic container facilities, we have the capacity to manufacture customized products across the entire spectrum of resin materials, decorating techniques and molding processes required by our customers. We intend to leverage our manufacturing, design and engineering capabilities to continue to create cost-effective manufacturing systems that will drive our improvements in product quality, operating efficiency and customer support.

MAINTAIN AN OPTIMAL CAPITAL STRUCTURE TO SUPPORT GROWTH AND INCREASE SHAREHOLDER VALUE

Our financial strategy is to use reasonable leverage to support our growth and increase shareholder returns. Our stable and predictable cash flow, generated largely as a result of our long-term customer relationships and generally recession resistant business, supports our financial strategy. We intend to continue using reasonable leverage, supported by our stable cash flows, to make value enhancing acquisitions. In determining reasonable leverage, we evaluate our cost of capital and manage our level of debt to maintain an optimal cost of capital based on current market conditions. If acquisition opportunities are not identified over a longer period of time, we may use our cash flow to repay debt, repurchase shares of our common stock or increase dividends to our stockholders or for other permitted purposes. In 2010, we refinanced our previous senior secured credit facility with a new $1.4 billion senior secured credit facility, or our Credit Agreement, which provides us with greater borrowing availability and greater flexibility for acquisitions, repurchases of stock and other permitted purposes. In 2010, we used a significant amount of cash on hand and borrowings under our Credit Agreement to redeem our 6 ³/4% Senior Subordinated Notes due 2013, or the 6 ³/4% Notes, for $202.3 million, to repurchase 7.1 million shares of our common stock for $247.0 million (excluding fees and expenses of $0.8 million), to make voluntary contributions of $92.3 million to our pension benefit plans and to purchase IPEC. At December 31, 2010, we had $175.2 million of cash and cash equivalents on hand. We intend to fund the purchase price for our acquisition of VN’s metal container operations through Euro denominated revolving loan borrowings under our Credit Agreement.

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EXPAND THROUGH ACQUISITIONS AND INTERNAL GROWTH

We intend to continue to increase our market share in our current business lines through acquisitions and internal growth. We use a disciplined approach to make acquisitions that generate attractive cash returns. As a result, we expect to continue to expand and diversify our customer base, geographic presence and product lines. This strategy has enabled us to increase our net sales and income from operations over the last ten years.

During the past twenty years, the metal food container market in North America has experienced significant consolidation primarily due to the desire by food processors to reduce costs and focus resources on their core operations rather than self-manufacture their metal food containers. Our acquisitions of the metal food container manufacturing operations of Nestlé Food Company, or Nestlé, The Dial Corporation, or Dial, Del Monte Corporation, or Del Monte, Birds Eye Foods, Inc., or Birds Eye, Campbell Soup Company, or Campbell, and Pacific Coast Producers, or Pacific Coast, reflect this trend. We estimate that approximately 7 percent of the market for metal food containers in the United States is still served by self-manufacturers. In North America, we are the largest manufacturer of metal food containers, and with our pending acquisition of VN’s metal container operations in Central and Eastern Europe we will be a leading manufacturer of metal containers in North America and Europe.

While we have increased our market share of metal food containers in the United States primarily through acquisitions, we have also made over the last few years, and are continuing to make, significant capital investment in our metal food container business to enhance our business and offer our customers value-added features, such as our family of Quick Top^® easy-open ends, shaped metal food containers and alternative color offerings for metal food containers. In 2010, approximately 60 percent of our metal food containers sold had a Quick Top^® easy-open end.

With our acquisitions of our closures operations in North America, Europe, Asia and South America, we established ourselves as a leading worldwide manufacturer of metal, composite and plastic vacuum closures for food and beverage products, with leadership positions in the North American and European markets. In 2010, we broadened our closures business through our acquisition of IPEC which manufacturers plastic closures primarily for the North American dairy and juice markets. We may pursue further consolidation opportunities in the closures markets in which we operate. Additionally, we expect to continue to generate internal growth in our closures business, particularly in plastic vacuum closures. In making investments for internal growth, we use a disciplined approach to pursue internal growth in order to generate attractive cash returns.

We have grown our market position for our plastic container business since 1987, with net sales increasing more than sixfold to $588.6 million in 2010. We achieved this improvement primarily through strategic acquisitions as well as through internal growth. The plastic container segment of the consumer goods packaging industry is highly fragmented, and we intend to pursue further consolidation opportunities in this market. Over the long term, we also expect to continue to generate internal growth in our plastic container business. As with acquisitions, we use a disciplined approach to pursue internal growth in order to generate attractive cash returns. Through a combination of these efforts, we intend to continue to expand our customer base in the markets that we serve, such as the personal care, health care, pharmaceutical, household and industrial chemical, food, pet care, agricultural chemical, automotive and marine chemical markets.

ENHANCE PROFITABILITY THROUGH PRODUCTIVITY IMPROVEMENTS AND COST REDUCTIONS

We intend to continue to enhance profitability through productivity and cost reduction opportunities. The additional sales and production capacity provided through acquisitions have enabled us to rationalize plant operations and decrease overhead costs through plant closings and downsizings. From 2006, we

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have closed three metal food container manufacturing facilities, one closures manufacturing facility and two plastic container manufacturing facilities in connection with our continuing efforts to streamline our plant operations, reduce operating costs and better match supply with geographic demand. In furtherance of such efforts, in 2010 we announced plans to close our Port Clinton, Ohio plastic container manufacturing facility and to consolidate that facility’s operations into other production sites, to close one of our Woodstock, Illinois plastic container manufacturing facilities, to consolidate various administrative positions in the U.S. and Canadian corporate offices of our plastic container business and to reduce the workforce at our closures manufacturing facility in Hannover, Germany.

We would expect that most future acquisitions will continue to enable us to realize manufacturing efficiencies as a result of optimizing production scheduling and other benefits from economies of scale and the elimination of redundant selling and administrative functions. In addition to the benefits realized through the integration of acquired businesses, we have improved and expect to continue to improve the operating performance of our plant facilities by investing capital for productivity improvements and manufacturing cost reductions. While we have made some of these investments in certain of our plants, more opportunities still exist throughout our system. We will continue to use a disciplined approach to identify these opportunities to generate attractive cash returns.

BUSINESS SEGMENTS

We are a holding company that conducts our business through various operating subsidiaries. We operate three businesses, our metal food container business, our closures business and our plastic container business.

METAL FOOD CONTAINERS—60.7 PERCENT OF OUR CONSOLIDATED NET SALES IN 2010

We are the largest manufacturer of metal food containers in North America, with a unit volume market share in the United States in 2010 of approximately half of the market. Our metal food container business is engaged in the manufacture and sale of steel and aluminum containers that are used primarily by processors and packagers for food products, such as soup, vegetables, fruit, meat, tomato based products, coffee, seafood, adult nutritional drinks, pet food and other miscellaneous food products. For 2010, our metal food container business had net sales of $1.86 billion (approximately 60.7 percent of our consolidated net sales) and income from operations of $232.6 million (approximately 77.2 percent of our consolidated income from operations excluding corporate expense). We estimate that approximately 90 percent of our projected North American metal food container sales in 2011 will be pursuant to multi-year customer supply arrangements.

Although metal containers face competition from plastic, paper, glass and composite containers, we believe metal containers are superior to plastic, paper and composite containers in applications where the contents are processed at high temperatures, or packaged in larger consumer or institutional quantities, or where the long-term storage of the product is desirable while maintaining the product’s quality. We also believe that metal containers are generally more desirable than glass containers because metal containers are more durable and less costly to transport. Additionally, while the market for metal food containers in the United States has experienced little or no growth over the last ten years, we have increased our market share of metal food containers in the United States primarily through acquisitions, and have enhanced our business by focusing on providing customers with high quality, high levels of service and value-added features such as our family of Quick Top^® easy-open ends, shaped metal food containers and alternative color offerings for metal food containers. In 2010, we announced that we had entered into a purchase agreement with VN to acquire its metal container operations in Central and Eastern Europe. In addition to being the largest manufacturer of metal food containers in North America, with this pending acquisition we will become a leading manufacturer of metal containers in North America and Europe.

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CLOSURES—20.1 PERCENT OF OUR CONSOLIDATED NET SALES IN 2010

We are a leading worldwide manufacturer of metal, composite and plastic vacuum closures for food and beverage products. Our closures business provides customers with an extensive variety of proprietary metal, composite and plastic vacuum closures that ensure closure quality and safety, as well as state-of-the-art capping/sealing equipment and detection systems to complement our closure product offering. In addition, through our acquisition of IPEC we also provide plastic closures to the dairy and juice markets. We have 16 manufacturing facilities located in North America, Europe, Asia and South America, from which we serve over 70 countries throughout the world. In addition, we license our technology to five other manufacturers for various markets we do not serve. For 2010, our closures business had net sales of $618.8 million (approximately 20.1 percent of our consolidated net sales) and income from operations of $58.6 million (approximately 19.4 percent of our consolidated income from operations excluding corporate expense).

We manufacture metal, composite and plastic vacuum closures for food and beverage products, such as juices and juice drinks, ready-to-drink teas, sports and energy drinks, ketchup, salsa, pickles, tomato sauce, soup, cooking sauces, gravies, fruits, vegetables, preserves, baby food, baby juices and infant formula products. We provide customers of our closures business with custom formulations of sealing/lining materials, designed to minimize removal torques and to enhance openability of our closures while meeting applicable regulatory requirements. We offer our customers an extensive range of printing options for our closures. We also provide customers with sealing/capping equipment and detection systems to complement our closure product offering for food and beverage products. In addition, through our acquisition of IPEC we also provide plastic closures to the dairy and juice markets. As a result of our extensive range of closures, our geographic presence and our focus on providing high levels of quality, service and technological support, we believe that we are uniquely positioned to serve food and beverage product companies for their closure needs.

PLASTIC CONTAINERS—19.2 PERCENT OF OUR CONSOLIDATED NET SALES IN 2010

We produce plastic containers from a full range of resin materials and offer a comprehensive array of molding and decorating capabilities. We are one of the leading manufacturers of custom designed high density polyethylene, or HDPE, and polyethylene terephthalate, or PET, containers for the personal care market in North America. For 2010, our plastic container business had net sales of $588.6 million (approximately 19.2 percent of our consolidated net sales) and income from operations of $10.3 million (approximately 3.4 percent of our consolidated income from operations excluding corporate expense). Since 1987, we have improved our market position for our plastic container business, with net sales increasing more than sixfold.

We manufacture custom designed and stock HDPE containers for personal care and health care products, including containers for shampoos, conditioners, hand creams, lotions, cosmetics and toiletries; household and industrial chemical products, including containers for scouring cleaners, cleaning agents and lawn, garden and agricultural chemicals; and pharmaceutical products, including containers for tablets, antacids and eye cleaning solutions. We manufacture custom designed and stock PET containers for mouthwash, shampoos, conditioners, respiratory and gastrointestinal products, liquid soap, skin care lotions, peanut butter, salad dressings, condiments and liquor. Additionally, we manufacture plastic tubes primarily for personal care products such as skin lotions and hair treatment products. We also manufacture plastic containers, closures, caps, sifters and fitments for food, household and pet care products, including salad dressings, peanut butter, spices, liquid margarine, powdered drink mixes and arts and crafts supplies, as well as thermoformed plastic tubs for personal care and household products, including soft fabric wipes, and multi-layer microwaveable and retortable plastic bowls for food products.

Our leading position in the plastic container market is largely driven by our rapid response to our customers’ design, development and technology support needs and our value-added, diverse product line.

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This product line is the result of our ability to produce plastic containers from a full range of resin materials using a broad array of manufacturing, molding and decorating capabilities. We also have the ability to manufacture decorated plastic tubes for our customers, providing our customers with the ability to satisfy more of their plastic packaging needs through one supplier. We benefit from our large scale and nationwide presence, as significant consolidation is occurring in many of our customers’ markets. Through these capabilities, we are well-positioned to serve our customers, who demand customized solutions as they continue to seek innovative means to differentiate their products in the marketplace using packaging.

MANUFACTURING AND PRODUCTION

As is the practice in the industry, most of our customers provide us with quarterly or annual estimates of products and quantities pursuant to which periodic commitments are given. These estimates enable us to effectively manage production and control working capital requirements. We schedule our production to meet customers’ requirements. Because the production time for our products is short, the backlog of customer orders in relation to our sales is not material.

As of February 1, 2011, we operated a total of 68 manufacturing facilities in ten different countries throughout the world that serve the needs of our customers.

METAL FOOD CONTAINER BUSINESS

The manufacturing operations of our metal food container business include cutting, coating, lithographing, fabricating, assembling and packaging finished cans. We use three basic processes to produce cans. The traditional three-piece method requires three pieces of flat metal to form a cylindrical body with a welded side seam, a bottom and a top. High integrity of the side seam is assured by the use of sophisticated electronic weld monitors and organic coatings that are thermally cured by induction and convection processes. The other two methods of producing cans start by forming a shallow cup that is then formed into the desired height using either the draw and iron process or the draw and redraw process. Using the draw and redraw process, we manufacture steel and aluminum two-piece cans, the height of which generally does not exceed the diameter. For cans the height of which is greater than the diameter, we manufacture steel two-piece cans by using a drawing and ironing process. Quality and stackability of these cans are comparable to that of the shallow two-piece cans described above. We manufacture can bodies and ends from thin, high-strength aluminum alloys and steels by utilizing proprietary tool and die designs and selected can making equipment. We also manufacture our Quick Top^® easy-open ends from both steel and aluminum alloys in a sophisticated precision progressive die process. We regularly review our Quick Top^® easy-open end designs for improvements for optimum consumer preference through consumer studies and feedback.

CLOSURES BUSINESS

The manufacturing operations for metal closures include cutting, coating, lithographing, fabricating and lining. We manufacture twist-off, lug style and press-on, twist-off steel closures and aluminum roll-on closures for glass, metal and plastic containers, ranging in size from 18 to 110 millimeters in diameter. We employ state-of-the-art multi-die presses to manufacture metal closures, offering a low-cost, high quality means of production. We also provide customers of our closures business with custom formulations of sealing/lining materials, designed to minimize torque removal and enhance the openability of our closures while meeting applicable regulatory requirements.

We utilize two basic processes to produce plastic closures. In the injection molded process, pellets of plastic resin are heated and injected into a mold, forming a plastic closure shell. The shell is then lined with a custom formulated, compression molded sealing system and printed depending on its end use. In the compression molded process, pellets of plastic resin are heated and extruded, and then compressed to form a plastic closure shell. The shell is then lined with a custom formulated, compression molded sealing system, slit and printed depending on its end use.

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For composite closures, a metal panel is manufactured using the same manufacturing process for metal closures, including the use of custom formulations of sealing/lining materials, and then it is inserted into a plastic closure shell.

Through our acquisition of IPEC in 2010, we also manufacture plastic closures for the dairy and juice markets utilizing the injection molding process.

PLASTIC CONTAINER BUSINESS

We utilize two basic processes to produce plastic containers. In the extrusion blowmolding process, pellets of plastic resin are heated and extruded into a tube of plastic. A two-piece metal mold is then closed around the plastic tube and high pressure air is blown into it causing a bottle to form in the mold’s shape. In the injection and injection stretch blowmolding processes, pellets of plastic resin are heated and injected into a mold, forming a plastic preform. The plastic preform is then blown into a bottle-shaped metal mold, creating a plastic bottle.

In our proprietary plastic tube manufacturing process, we continually extrude a plastic tube in various diameters from pellets of plastic resin. A neck finish is then compression molded onto the plastic tube. The plastic tube is then decorated, and a cap or closure is put on the decorated plastic tube before it is shipped to the customer. Our process permits us to produce multi-layer tubes with barrier in the neck.

We also manufacture plastic closures, caps, sifters and fitments using runnerless injection molding technology. In this process, pellets of plastic resin are melted and forced under pressure into a mold, where they take the mold’s shape. Our thermoformed plastic tubs are manufactured by melting pellets of plastic resin into a plastic sheet. The plastic sheets are then stamped by hot molds to form plastic tubs.

We have state-of-the-art decorating equipment, including several of the largest sophisticated decorating facilities in the United States. Our decorating methods for plastic containers are in-mold labeling, which applies a plastic film label to the bottle during the blowing process, and post-mold decoration. For plastic tubes, we offer all commercially available post-mold decoration technologies. Post-mold decoration includes:

• silk screen decoration which enables the applications of images in multiple colors to the bottle;

• pressure sensitive decoration which uses a plastic film or paper label with an adhesive;

• heat transfer decoration which uses a plastic coated label applied by heat;

• hot stamping decoration which transfers images from a die using metallic foils; and

• shrink sleeve labeling.

RAW MATERIALS

Based upon our existing arrangements with suppliers and our current and anticipated requirements, we believe that we have made adequate provisions for acquiring our raw materials. As a result of significant consolidation of suppliers, we are, however, dependent upon a limited number of suppliers for our steel, aluminum, coatings and compound raw materials. Increases in the prices of raw materials have generally been passed along to our customers in accordance with our multi-year customer supply arrangements and through general price increases.

METAL FOOD CONTAINER BUSINESS

We use tin plated and chromium plated steel, aluminum, copper wire, organic coatings, lining compound and inks in the manufacture and decoration of our metal food container products. Although there has been significant consolidation of suppliers, we believe that we have made adequate provisions to purchase sufficient quantities of these raw materials for the foreseeable future.

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Our metal food container supply arrangements with our customers provide for the pass through of changes in our metal costs. For our non-contract customers, we have also increased prices to pass through increases in our metal costs. Although no assurances can be given, we expect to be able to purchase sufficient quantities of steel to timely meet all of our customers’ requirements in 2011.

Our material requirements are supplied through agreements and purchase orders with suppliers with whom we have long-term relationships. If our suppliers fail to deliver under their arrangements, we would be forced to purchase raw materials on the open market, and no assurances can be given that we would be able to purchase such raw materials or, if we are so able, that we would be able to purchase such raw materials at comparable prices or terms.

CLOSURES BUSINESS

We use tin plated and chromium plated steel, aluminum, organic coatings, low-metallic inks and pulpboard, plastic and organic lining materials in the manufacture of metal closures.

We use resins in pellet form, such as homopolymer polypropylene, copolymer polypropylene and HDPE, thermoplastic elastomer lining materials, processing additives and colorants in the manufacture of plastic closures.

Our domestic closures operations have generally passed along to customers changes in the prices of metal and resin raw materials in accordance with supply arrangements. For non-contract customers, our domestic closures operations have also passed through changes in our metal and resin costs. Although no assurances can be given, we believe we have made adequate provisions to purchase sufficient quantities of these raw materials for the foreseeable future, despite the significant consolidation of suppliers.

PLASTIC CONTAINER BUSINESS

The raw materials we use in our plastic container business are primarily resins in pellet form such as virgin HDPE, virgin PET, recycled HDPE, recycled PET, polypropylene and, to a lesser extent, polystyrene, low density polyethylene, polyethylene terephthalate glycol, polyvinyl chloride and medium density polyethylene. Our resin requirements are acquired through multi-year arrangements for specific quantities of resins with several major suppliers of resins. The price that we pay for resin raw materials is not fixed and is subject to market pricing, which has fluctuated significantly in the past few years. Our plastic container business has passed along to our customers changes in the prices of our resin raw materials in accordance with customer supply arrangements.

We believe that we have made adequate provisions to purchase sufficient quantities of resins for the foreseeable future, absent unforeseen events such as significant hurricanes.

SALES AND MARKETING

Our philosophy has been to develop long-term customer relationships by acting in partnership with our customers, providing reliable quality and service. We market our products primarily by a direct sales force and for our plastic container business, in part, through a network of distributors. Because of the high cost of transporting empty containers, our metal food business generally sells to customers within a 300 mile radius of its manufacturing plants.

In 2010, 2009, and 2008, approximately 12 percent of our consolidated net sales were to Campbell in each such year, and approximately 11 percent, 11 percent and 10 percent, respectively, of our consolidated net sales were to Nestlé. No other customer accounted for more than 10 percent of our total consolidated net sales during those years.

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METAL FOOD CONTAINER BUSINESS

We are the largest manufacturer of metal food containers in North America, with a unit volume market share in the United States in 2010 of approximately half of the market. Our largest customers for these products include Campbell, Inc., Del Monte, General Mills, Inc., Hill’s Pet Nutrition, Inc., H. J. Heinz Company, Hormel Foods Corp., or Hormel, Nestlé, Pacific Coast, Pinnacle Foods Group LLC, Seneca Foods L.L.C., and Treehouse Foods, Inc.

We have entered into multi-year supply arrangements with many of our customers, including Nestlé, Campbell and other food producers. We estimate that approximately 90 percent of our projected North American metal food container sales in 2011 will be pursuant to multi-year customer supply arrangements. Historically, we have been successful in continuing these multi-year customer supply arrangements.

Since our inception in 1987, we have supplied Nestlé with substantially all of its U.S. metal food container requirements purchased from third party manufacturers. Our net sales of metal food containers to Nestlé in 2010 were $318.8 million. Our supply agreement with Nestlé, covering approximately eighty percent of the metal food containers that we supply to Nestlé, continues until December 2013. This supply agreement provides for certain prices and specifies that those prices will be increased or decreased based upon cost change formulas. In addition, we continue to supply the remaining metal food containers that we supply to Nestlé under a separate supply agreement that continues until December 2011.

In connection with our June 1998 acquisition of the steel container manufacturing business of Campbell, we entered into a ten-year supply agreement with Campbell to supply substantially all of Campbell’s steel container requirements to be used for the packaging of foods and beverages in the United States. In 2004, we extended the term of this supply agreement to the end of 2013. In April 2005, Campbell exercised its right to expand our supply agreement to include Campbell’s steel container requirements in Canada. In 2010, our net sales of metal food containers to Campbell were $338.4 million.

The Campbell agreement provides certain prices for containers supplied by us to Campbell and specifies that those prices will be increased or decreased based upon specified cost change formulas. The Campbell agreement permits Campbell to receive proposals from independent commercial can manufacturers for the supply of containers of a type and quality similar to the metal containers that we supply to Campbell. The proposals must be for the remainder of the term of the Campbell agreement and for 100 percent of the annual volume of containers at one or more of Campbell’s food processing plants. We have the right to retain the business subject to the terms and conditions of the competitive proposal. Upon any material breach by us, Campbell has the right to terminate this agreement. In addition, Campbell has the right, at the end of the term of the Campbell agreement or upon the occurrence of specified material defaults under other agreements with Campbell, to purchase from us the assets located at the former Campbell facilities that are used to manufacture containers for Campbell. We lease these former Campbell facilities from Campbell. The purchase price for the assets would be determined at the time of purchase in accordance with an agreed upon formula that is related to the net book value of the assets.

Our metal food container business’ sales and income from operations are dependent, in part, upon the vegetable and fruit harvests in the midwest and western regions of the United States. The size and quality of these harvests varies from year to year, depending in large part upon the weather conditions in those regions. Because of the seasonality of the harvests, we have historically experienced higher unit sales volume in the third quarter of our fiscal year and generated a disproportionate amount of our annual income from operations during that quarter. You should also read “Risk Factors—The seasonality of the fruit and vegetable packing industry causes us to incur short term debt” included elsewhere in this Annual Report.

CLOSURES BUSINESS

We are a leading worldwide manufacturer of metal, composite and plastic vacuum closures for food and beverage products. We have 16 manufacturing facilities located in North America, Europe, Asia and South America, from which we serve over 70 countries throughout the world.

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Our largest customers of our closures business include Andros Group, Beech-Nut Nutrition Corporation, Campbell, The Coca-Cola Company, Dr Pepper Snapple Group, Inc., Heinz Group, Hipp GmbH & CoKG, The J.M. Smucker Company, Nestlé Group, PepsiCo Inc., Schwartau Group, Treehouse Foods, Inc. and Unilever N.V. We have multi-year supply arrangements with many of our customers in the United States. Outside of the United States, the closures business has had long-term relationships with most of its customers, although as is common many supply arrangements are negotiated on a year-by-year basis.

In addition, we license our technology to five other manufacturers who supply products in China, India, Israel, Korea, Malaysia, Maldives, South Africa, Sri Lanka, Taiwan and Thailand.

PLASTIC CONTAINER BUSINESS

We are one of the leading manufacturers of custom designed and stock HDPE and PET containers sold in North America for a variety of markets, including the personal care, health care, household and industrial chemical and food markets. We market our plastic containers, tubes and closures in most areas of North America through a direct sales force and a large network of distributors. More recently, we also market certain stock plastic containers for personal care and health care products through an on-line shopping catalog.

Our largest customers for our plastic container business include Alberto Culver USA, Inc., Avon Products Inc., Berlin Packaging, The Carriage House Inc., The Clorox Company, Henkel AG & Co KGaA, Johnson & Johnson, Kraft Foods, Inc., The Kroger Co., McCormick & Company, Inc., The Procter & Gamble Company, Treehouse Foods, Inc., TricorBraun, Unilever Home and Personal Care North America and Best Foods (units of Unilever, N.V.) and Vi-Jon Inc.

We have arrangements to sell some of our plastic containers and closures to distributors, who in turn resell those products primarily to regional customers. Plastic containers sold to distributors are generally manufactured by using generic and custom molds with decoration added to meet the end users’ requirements. The distributors’ warehouses and their sales personnel enable us to market and inventory a wide range of such products to a variety of customers.

We have written purchase orders or contracts for the supply of containers with the majority of our customers. In general, these purchase orders and contracts are for containers made from proprietary molds and are for a duration of one to five years.

COMPETITION

The packaging industry is highly competitive. We compete in this industry with manufacturers of similar and other types of packaging, as well as fillers, food processors and packers who manufacture containers for their own use and for sale to others. We attempt to compete effectively through the quality of our products, competitive pricing and our ability to meet customer requirements for delivery, performance and technical assistance.

METAL FOOD CONTAINER BUSINESS

Of the commercial metal food container manufacturers, Ball Corporation and Crown Holdings, Inc. are our most significant national competitors. As an alternative to purchasing containers from commercial can manufacturers, customers have the ability to invest in equipment to self-manufacture their containers.

Because of the high cost of transporting empty containers, our metal food container business generally sells to customers within a 300 mile radius of its manufacturing plants. Strategically located existing plants give us an advantage over competitors from other areas, but we could be potentially disadvantaged by the relocation of a major customer.

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Although metal containers face competition from plastic, paper, glass and composite containers, we believe that metal containers are superior to plastic, composite and paper containers in applications, where the contents are processed at high temperatures or packaged in larger consumer or institutional quantities or where long-term storage of the product is desirable while maintaining the product’s quality. We also believe that metal containers are more desirable generally than glass containers because metal containers are more durable and less costly to transport.

CLOSURES BUSINESS

Our closures business competes primarily with Berry Plastics Corporation, Closures Systems International, Inc. (part of Rank Group Limited), Crown Holdings, Inc., Groupe Massilly, Rexam PLC and Tecnocap S.p.a. With our ability to manufacture an extensive range of metal, composite and plastic vacuum closures as well as state-of-the-art capping/sealing equipment and detection systems and our geographic presence, we believe we are uniquely positioned to serve food and beverage product companies for their closure needs.

PLASTIC CONTAINER BUSINESS

Our plastic container business competes with a number of large national producers of plastic containers, tubes and closures for personal care, health care, pharmaceutical, household and industrial chemical, food, pet care, agricultural chemical, automotive and marine chemical products. These competitors include Alpla-Werke Alwin Lehner GmbH & Co., Amcor PET Packaging, Berry Plastics Corporation, CCL Industries Inc., Cebal Americas, Consolidated Container Company LLC, Constar International, Inc., Graham Packaging Company L.P., Plastipak Packaging Inc., Rexam PLC and Sonoco Products Company. To compete effectively in the constantly changing market for plastic containers, tubes and closures, we must remain current with, and to some extent anticipate, innovations in resin composition and applications and changes in the technology for the manufacturing of plastic containers, tubes and closures.

EMPLOYEES

As of December 31, 2010, we employed approximately 2,000 salaried and 5,400 hourly employees on a full-time basis. Approximately 49 percent of our hourly plant employees in the United States and Canada as of that date were represented by a variety of unions, and most of our hourly employees in Europe, Asia and South America were represented by a variety of unions or other labor organizations. In addition, as of December 31, 2010, Campbell provided us with approximately 110 hourly employees on a full-time basis at one of the facilities that we lease from Campbell.

Our labor contracts expire at various times between 2011 and 2014. As of December 31, 2010, contracts covering approximately 15 percent of our hourly employees in the United States and Canada will expire during 2011. We expect no significant changes in our relations with these unions.

ENVIRONMENTAL AND OTHER REGULATIONS

We are subject to federal, foreign, state and local environmental laws and regulations. In general, these laws and regulations limit the discharge of pollutants into the environment and establish standards for the treatment, storage, and disposal of solid and hazardous waste. We believe that we are either in compliance in all material respects with all presently applicable environmental laws and regulations or are operating in accordance with appropriate variances, schedules under compliance orders or similar arrangements.

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In addition to costs associated with regulatory compliance, we may be held liable for alleged environmental damage associated with the past disposal of hazardous substances. Those that generate hazardous substances that are disposed of at sites at which environmental problems are alleged to exist, as well as the owners of those sites and other classes of persons, are subject to claims for clean up and natural resource damages under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, or CERCLA, regardless of fault or the legality of the original disposal. CERCLA and many similar state and foreign statutes may hold a responsible party liable for the entire cleanup cost at a particular site even though that party may not have caused the entire problem. Other state statutes may impose proportionate rather than joint and several liability. The federal Environmental Protection Agency or a state or foreign agency may also issue orders requiring responsible parties to undertake removal or remedial actions at sites.

We are also subject to the Occupational Safety and Health Act and other federal, foreign, state and local laws regulating noise exposure levels and other safety and health concerns in the production areas of our plants.

While management does not believe that any of the regulatory matters described above, individually or in the aggregate, will have a material effect on our capital expenditures, earnings, financial position or competitive position, we cannot assure you that a material environmental or other regulatory claim will not arise in the future.

RESEARCH AND PRODUCT DEVELOPMENT

Our research, product development and product engineering efforts relating to our metal food container business are conducted at our research facilities in Oconomowoc, Wisconsin. Our research, product development and product engineering efforts relating to our metal, composite and plastic vacuum closures business for food and beverage products are conducted at our research facilities in Downers Grove, Illinois and Hannover, Germany. Our research, product development and product engineering efforts with respect to our plastic container business are performed by our manufacturing and engineering personnel located at our Norcross, Georgia facility. In addition to research, product development and product engineering, these sites also provide technical support to our customers. The amounts we have spent on research and development during the last three fiscal years are not material.

We rely on a combination of patents, trade secrets, unpatented know-how, technological innovation, trademarks and other intellectual property rights, nondisclosure agreements and other protective measures to protect our intellectual property. We do not believe that any individual item of our intellectual property portfolio is material to our business. We employ various methods, including confidentiality agreements and nondisclosure agreements, with third parties, employees and consultants to protect our trade secrets and know-how. However, others could obtain knowledge of our trade secrets and know-how through independent development or other means.

FINANCIAL INFORMATION ABOUT SEGMENTS AND GEOGRAPHIC AREAS

Financial and other information by segment and relating to geographic areas for the fiscal years ending December 31, 2010, December 31, 2009 and December 31, 2008 is set forth in Note 16 to our Consolidated Financial Statements for the year ended December 31, 2010 included elsewhere in this Annual Report.

For the year ended December 31, 2010, our foreign operations for all our businesses generated $444.0 million of net sales, which represents approximately 15 percent of our consolidated net sales worldwide. For a discussion of risks attendant to our foreign operations, see “Risk Factors—Our international operations are subject to various risks that may adversely affect our financial results” and “Risk Factors—We are subject to the effects of fluctuations in foreign currency exchange rates” included elsewhere in this Annual Report, as well as “Quantitative and Qualitative Disclosures about Market Risk—Foreign Currency Exchange Rate Risk” included elsewhere in this Annual Report.

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AVAILABLE INFORMATION

We file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, proxy statements and other information with the Securities and Exchange Commission, or the SEC. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains annual, quarterly and current reports, proxy statements and other information that issuers (including the Company) file electronically with the SEC. The internet address of the SEC’s website is http://www.sec.gov.

We maintain a website, the internet address of which is http://www.silganholdings.com. Information contained on our website is not part of this Annual Report. We make available free of charge on or through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K (and any amendments to those reports) and Forms 3, 4 and 5 filed on behalf of our directors and executive officers as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the SEC.

RECENT DEVELOPMENTS

On December 15, 2010, we announced that we had entered into a purchase agreement with VN to purchase its metal container operations in Central and Eastern Europe. Pursuant to the purchase agreement, we agreed to acquire these operations for a cash purchase price of €250 million, in addition to the assumption of certain liabilities of VN. The purchase price is subject to certain adjustments for the net debt and financial performance of these operations.

VN, headquartered in Vienna, Austria, manufactures metal food cans and general line metal containers and currently operates 12 metal container manufacturing facilities throughout Central and Eastern Europe. VN’s facilities are located in Austria, Germany, Poland, Greece, Macedonia, Belarus, Slovakia and Slovenia, and VN is scheduled to open several new facilities in other Eastern European countries in the near term.

Consummation of the acquisition is subject to various specific and other customary closing conditions and certain other matters, including applicable antitrust clearances, no material adverse change affecting these operations and no substantial devaluation of the Euro, no breaches of VN’s representations and warranties with a value exceeding a certain amount, and certain other financial conditions with regard to the working capital and net debt of these operations. We anticipate closing this acquisition in March 2011. The purchase agreement will terminate if the closing thereunder has not occurred by June 30, 2011.

We expect to fund the purchase price for this acquisition through Euro denominated revolving loan borrowings under our Credit Agreement.

ITEM 1A. RISK FACTORS.

The following are certain risk factors that could materially and adversely affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or that we currently view as immaterial may also materially and adversely affect our business, financial condition or results of operations.

OUR INDEBTEDNESS COULD ADVERSELY AFFECT OUR CASH FLOW.

At December 31, 2010, we had $904.7 million of total consolidated indebtedness. We incurred much of this indebtedness as a result of financing acquisitions. In addition, at December 31, 2010, after taking into account letters of credit of $32.4 million, we had $767.6 million of revolving loans available to be borrowed

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under our Credit Agreement. Under our Credit Agreement, we also have available to us an uncommitted multicurrency incremental loan facility in an amount of up to an additional $450 million, and we may incur additional indebtedness as permitted by our Credit Agreement and our other instruments governing our indebtedness.

A significant portion of our cash flow must be used to service our indebtedness and is therefore not available to be used in our business. Our ability to generate cash flow is subject to general economic, financial, competitive, legislative, regulatory and other factors that may be beyond our control. In addition, a substantial portion of our indebtedness bears interest at floating rates, and therefore a substantial increase in interest rates could adversely impact our results of operations. Based on the average outstanding amount of our variable rate indebtedness in 2010, a one percentage point change in the interest rates for our variable rate indebtedness would have impacted our 2010 interest expense by an aggregate of approximately $3.1 million, after taking into account the average outstanding notional amount of our interest rate swap agreements during 2010.

Our indebtedness could have important consequences. For example, it could:

• increase our vulnerability to general adverse economic and industry conditions;

• require us to dedicate a significant portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, acquisitions and capital expenditures, and for other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• restrict us from making strategic acquisitions or exploiting business opportunities; and

• limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds.

DESPITE OUR CURRENT LEVELS OF INDEBTEDNESS, WE MAY INCUR ADDITIONAL DEBT IN THE FUTURE, WHICH COULD INCREASE THE RISKS ASSOCIATED WITH OUR LEVERAGE.

We are continually evaluating and pursuing acquisition opportunities in the consumer goods packaging market and may incur additional indebtedness, including indebtedness under our Credit Agreement, to finance any such acquisitions and to fund any resulting increased operating needs. If new debt is added to our current debt levels, the related risks we now face could increase. We will have to effect any new financing in compliance with the agreements governing our then existing indebtedness. As indicated above, we intend to fund the purchase price for our acquisition of VN’s metal container operations through Euro denominated revolving loans under our Credit Agreement. We may also incur additional debt to fund the operating needs of the acquired VN metal containers operations.

THE TERMS OF OUR DEBT INSTRUMENTS RESTRICT THE MANNER IN WHICH WE CONDUCT OUR BUSINESS AND MAY LIMIT OUR ABILITY TO IMPLEMENT ELEMENTS OF OUR GROWTH STRATEGY.

The instruments and agreements governing our indebtedness contain numerous covenants, including financial and operating covenants, some of which are quite restrictive. These covenants affect, and in many respects limit, among other things, our ability to:

• incur additional indebtedness;

• create liens;

• consolidate, merge or sell assets;

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• make certain capital expenditures;

• make certain advances, investments and loans;

• enter into certain transactions with affiliates;

• engage in any business other than the packaging business and certain related businesses;

• pay dividends; and

• repurchase stock.

These covenants could restrict us in the pursuit of our growth strategy.

GLOBAL ECONOMIC CONDITIONS AND DISRUPTIONS IN THE CREDIT MARKETS COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

In recent years, global financial markets have experienced substantial disruption, including, among other things, extreme volatility in securities prices, severely diminished liquidity and credit availability, rating downgrades of certain investments and declining valuations of others. If such economic conditions and tightening of credit in the financial markets were to continue, then, among other risks we face, our ability to obtain additional financing in the future, including, if necessary, to fund acquisitions, may be adversely affected. In addition, any additional financing that we may obtain may be on terms that are more restrictive than the current terms of our indebtedness and may be at interest rates higher than the current interest rates for our indebtedness. Additionally, any such additional financing would have to be effected in compliance with the agreements governing our then existing indebtedness. Under such circumstances, any approval that may be required under our then existing indebtedness for any such additional financing may require us to agree to more restrictive terms and/or higher interest rates for our then existing indebtedness.

Economic conditions and disruptions in the credit markets could also harm the liquidity or financial position of our customers or suppliers, which could in turn cause such parties to fail to meet their contractual or other obligations to us. Additionally, under such circumstances, the creditworthiness of the counterparties to our interest rate and commodity pricing transactions could deteriorate, thereby increasing the risk that such counterparties fail to meet their contractual obligations to us.

WE FACE COMPETITION FROM MANY COMPANIES AND WE MAY LOSE SALES OR EXPERIENCE LOWER MARGINS ON SALES AS A RESULT OF SUCH COMPETITION.

The manufacture and sale of metal and plastic containers and closures is highly competitive. We compete with other manufacturers of metal and plastic containers and closures and manufacturers of alternative packaging products, as well as packaged goods companies who manufacture containers and closures for their own use and for sale to others. We compete primarily on the basis of price, quality and service. To the extent that any of our competitors is able to offer better prices, quality and/or services, we could lose customers and our sales and margins may decline.

Approximately 90 percent of our North American metal food container sales, a majority of sales of our domestic closures operations and a majority of sales of our plastic container business in 2010 were pursuant to multi-year supply arrangements. In general, many of these arrangements provide that during the term the customer may receive competitive proposals for all or up to a portion of the products we furnish to the customer. We have the right to retain the business subject to the terms and conditions of the competitive proposal.

If we match a competitive proposal, it may result in reduced sales prices for the products that are the subject of the proposal. If we choose not to match a competitive proposal, we may lose the sales that were the subject of the proposal.

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DEMAND FOR OUR PRODUCTS COULD BE AFFECTED BY CHANGES IN LAWS AND REGULATIONS APPLICABLE TO FOOD AND BEVERAGES AND CHANGES IN CONSUMER PREFERENCES.

We manufacture and sell consumer goods packaging products. Many of our products are used to package food and beverages, and therefore they come into direct contact with these products. Accordingly, such products must comply with various laws and regulations for food and beverages applicable to our customers. Changes in such laws and regulations could negatively impact our customers’ demand for our products as they comply with such changes and/or require us to make changes to our products. Such changes to our products could include modifications to the coatings and compounds that we use, possibly resulting in the incurrence by us of additional costs. Additionally, because our products are used to package consumer goods, we are subject to a variety of risks that could influence consumer behavior and negatively impact demand for our products, including changes in consumer preferences driven by various health-related concerns and perceptions.

OUR FINANCIAL RESULTS COULD BE ADVERSELY AFFECTED IF WE ARE NOT ABLE TO OBTAIN SUFFICIENT QUANTITIES OF RAW MATERIALS OR MAINTAIN OUR ABILITY TO PASS RAW MATERIAL PRICE INCREASES THROUGH TO OUR CUSTOMERS.

We purchase steel, aluminum, plastic resins and other raw materials from various suppliers. Sufficient quantities of these raw materials may not be available in the future, whether due to reductions in capacity because of, among other things, significant consolidation of suppliers, increased demand in excess of available supply, unforeseen events such as significant hurricanes or other reasons. In addition, such materials are subject to price fluctuations due to a number of factors, including increases in demand for the same raw materials, the availability of other substitute materials and general economic conditions that are beyond our control.

Over the last few years, there has been significant consolidation of suppliers of steel. Additionally, tariffs and court cases in the United States have negatively impacted the ability and desire of certain foreign steel suppliers to competitively supply steel in the United States. In recent years, the steel industry in the United States announced significant price increases for steel. Our metal food container and U.S. metal closure supply arrangements with our customers provide for the pass through of changes in our metal costs in accordance with such arrangements. For our non-contract customers, we also increase prices to pass through increases in our metal costs.

Our resin requirements are acquired through multi-year arrangements for specific quantities of resins with several major suppliers of resins. The prices that we pay for resins are not fixed and are subject to market pricing, which has fluctuated significantly in the past few years. Our plastic containers and U.S. plastic closures supply arrangements with our customers provide for the pass through of changes in resin prices in accordance with such arrangements, subject in most cases to a lag in the timing of such pass through. For non-contract customers, we also pass through changes in resin prices.

Although no assurances can be given, we expect to be able to purchase sufficient quantities of raw materials to timely meet all of our customers’ requirements in 2011. Additionally, although no assurances can be given, we generally have been able to pass raw material price increases through to our customers. The loss of our ability to pass those price increases through to our customers or the inability of our suppliers to meet our raw material requirements, however, could have a materially adverse impact on our business, financial condition or results of operations.

A SUBSTANTIALLY LOWER THAN NORMAL CROP YIELD MAY REDUCE DEMAND FOR OUR METAL FOOD CONTAINERS AND CLOSURES.

Our metal food container business’ sales and income from operations are dependent, in part, upon the vegetable and fruit harvests in the midwest and western regions of the United States. Our closures business

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is also dependent, in part, upon the vegetable and fruit harvests. The size and quality of these harvests varies from year to year, depending in large part upon the weather conditions in applicable regions, and our results of operations could be impacted accordingly. Our sales, income from operations and net income could be materially adversely affected in a year in which crop yields are substantially lower than normal in both of the prime agricultural regions of the United States in which we operate.

THE SEASONALITY OF THE FRUIT AND VEGETABLE PACKING INDUSTRY CAUSES US TO INCUR SHORT TERM DEBT.

We sell metal containers and closures used in the fruit and vegetable packing process which is a seasonal industry. As a result, we have historically generated a disproportionate amount of our annual income from operations in our third quarter. Additionally, as is common in the packaging industry, we must access working capital to build inventory ahead of the fruit and vegetable packing process. We also provide extended payment terms to some of our customers due to the seasonality of the fruit and vegetable packing process and, accordingly, carry accounts receivable for some customers beyond the end of the packing season. Due to our seasonal requirements, we incur short-term indebtedness to finance our working capital requirements.

THE COST OF PRODUCING OUR PRODUCTS MAY BE ADVERSELY AFFECTED BY INCREASES TO THE PRICE OF ENERGY.

The cost of producing our products is sensitive to our energy costs such as natural gas and electricity. We have, from time to time, entered into contracts to hedge a portion of our natural gas costs. Energy prices, in particular oil and natural gas, have increased in recent years, with a corresponding effect on our production costs.

WE MAY NOT BE ABLE TO PURSUE OUR GROWTH STRATEGY BY ACQUISITION.

Historically, we have grown predominantly through acquisitions. Our future growth will depend in large part on additional acquisitions of consumer goods packaging businesses. We may not be able to locate or acquire other suitable acquisition candidates consistent with our strategy, and we may not be able to fund future acquisitions because of limitations under our indebtedness or otherwise, including due to the limited availability of funds if the financial markets are impaired.

FUTURE ACQUISITIONS MAY CREATE RISKS AND UNCERTAINTIES THAT COULD ADVERSELY AFFECT OUR OPERATING RESULTS AND DIVERT OUR MANAGEMENT’S ATTENTION.

In pursuing our strategy of growth through acquisitions, we will face risks commonly encountered with an acquisition strategy. These risks include:

• failing to identify material problems and liabilities in our due diligence review of acquisition targets;

• failing to obtain sufficient indemnification rights to fully offset possible liabilities associated with acquired businesses;

• failing to assimilate the operations and personnel of the acquired businesses;

• disrupting our ongoing business;

• diluting our limited management resources;

• operating in new geographic regions; and

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• impairing relationships with employees and customers of the acquired business as a result of changes in ownership and management.

Through our experience integrating our acquisitions, we have learned that, depending upon the size of the acquisition, it can take us up to two to three years to completely integrate an acquired business into our operations and systems and realize the full benefit of the integration. During the early part of this integration period, the operating results of an acquired business may decrease from results attained prior to the acquisition due to costs, delays or other problems in integrating the acquired business. Moreover, additional indebtedness incurred to fund acquisitions could adversely affect our liquidity and financial stability.

IF WE ARE UNABLE TO RETAIN KEY MANAGEMENT, WE MAY BE ADVERSELY AFFECTED.

We believe that our future success depends, in large part, on our experienced management team. Losing the services of key members of our current management team could make it difficult for us to manage our business and meet our objectives.

PROLONGED WORK STOPPAGES AT OUR FACILITIES WITH UNIONIZED LABOR COULD JEOPARDIZE OUR FINANCIAL CONDITION.

As of December 31, 2010, we employed approximately 5,400 hourly employees on a full-time basis. Approximately 49 percent of our hourly plant employees in the United States and Canada as of that date were represented by a variety of unions, and most of our hourly employees in Europe, Asia and South America were represented by a variety of unions or other labor organizations. Our labor contracts expire at various times between 2011 and 2014. We cannot assure you that, upon expiration of existing collective bargaining agreements, new agreements will be reached without union action or that any such new agreements will be on terms no less favorable than current agreements. Prolonged work stoppages at our facilities could have a material adverse effect on our business, financial condition or results of operations.

WE ARE SUBJECT TO COSTS AND LIABILITIES RELATED TO ENVIRONMENTAL AND HEALTH AND SAFETY LAWS AND REGULATIONS.

We continually review our compliance with environmental and other laws, such as the Occupational Safety and Health Act and other laws regulating noise exposure levels and other safety and health concerns in the production areas of our plants in the U.S. and environmental protection, health and safety laws and regulations abroad. We may incur liabilities for noncompliance, or substantial expenditures to achieve compliance, with environmental and other laws or changes thereto in the future or as a result of the application of additional laws and regulations to our business, including those limiting greenhouse gas emissions and those requiring compliance with the European Commission’s registration, evaluation and authorization of chemicals (REACH) procedures. In addition, stricter regulations, or stricter interpretations of existing laws or regulations, may impose new liabilities on us, and we may become obligated in the future to incur costs associated with the investigation and/or remediation of contamination at our facilities or other locations. Additionally, many of our products come into contact with the food and beverages that they package, and therefore we may be subject to risks and liabilities related to health and safety matters in connection with our products. Such liabilities and costs could have a material adverse effect on our capital expenditures, results of operations, financial condition or competitive position.

OUR INTERNATIONAL OPERATIONS ARE SUBJECT TO VARIOUS RISKS THAT MAY ADVERSELY AFFECT OUR FINANCIAL RESULTS.

Our international operations generated approximately $444.0 million, or approximately 15 percent, of our consolidated net sales in 2010, of which approximately $322.5 million was generated by our closures

20

operations in Europe, Asia and South America. As of February 1, 2011, we have a total of nine manufacturing facilities in a total of eight countries in Europe, Asia and South America, serving customers in over 70 countries worldwide. We recently announced that we entered into a purchase agreement with VN to acquire its metal container operations, with manufacturing facilities in eight countries in Central and Eastern Europe and several new international manufacturing facilities scheduled to become operational in the near term. Our business strategy may include continued expansion of international activities. Accordingly, the risks associated with operating in foreign countries, including countries located in Europe, Asia and South America, may have a negative impact on our liquidity and net income. Risks associated with operating in foreign countries include, but are not limited to:

• political, social and economic instability;

• inconsistent product regulation or policy changes by foreign agencies or governments;

• war, civil disturbance or acts of terrorism;

• compliance with and changes in applicable foreign laws;

• loss or non-renewal of treaties or similar agreements with foreign tax authorities;

• difficulties in enforcement of contractual obligations and intellectual property rights;

• high social benefits for labor;

• national and regional labor strikes;

• imposition of limitations on conversions of foreign currencies into dollars or payment of dividends and other payments by non-U.S. subsidiaries;

• foreign exchange rate risks;

• difficulties in expatriating cash generated or held by non-U.S. subsidiaries in a tax efficient manner;

• changes in tax laws, or the interpretation thereof, affecting foreign tax credits or tax deductions relating to our non-U.S. earnings or operations;

• hyperinflation and currency devaluation in certain foreign countries;

• duties, taxes or government royalties, including the imposition or increase of withholding and other taxes on remittances and other payments by non-U.S. subsidiaries;

• customs, import/export and other trade compliance regulations;

• non-tariff barriers and higher duty rates;

• difficulty in collecting international accounts receivable and potentially longer payment cycles;

• increased costs in maintaining international manufacturing and marketing efforts; and

• taking of property by nationalization or expropriation without fair compensation.

WE ARE SUBJECT TO THE EFFECTS OF FLUCTUATIONS IN FOREIGN CURRENCY EXCHANGE RATES.

Our reporting currency is the U.S. dollar. As a result of our international closures operations and our Canadian plastic container operations, a portion of our consolidated net sales, and some of our costs, assets and liabilities, are denominated in currencies other than the U.S. dollar. As a result, we must translate local currency financial results into U.S. dollars based on average exchange rates prevailing during a reporting period for the preparation of our consolidated financial statements. Consequently, changes in exchange rates may unpredictably and adversely affect our consolidated operating results. For example, during times of a strengthening U.S. dollar, our reported international revenue and earnings will

21

be reduced because the local currency will translate into fewer U.S. dollars. Conversely, a weakening U.S. dollar will effectively increase the dollar-equivalent of our expenses denominated in foreign currencies. Our exposure to the effects of fluctuations in foreign currency exchange rates will increase upon the consummation of our pending acquisition of VN’s metal container operations in Central and Eastern Europe. Although we may use currency exchange rate protection agreements from time to time to reduce our exposure to currency exchange rate fluctuations in some cases, these hedges may not eliminate or reduce the effect of currency fluctuations.

IF THE INVESTMENTS IN OUR PENSION BENEFIT PLANS DO NOT PERFORM AS EXPECTED, WE MAY HAVE TO CONTRIBUTE ADDITIONAL AMOUNTS TO THESE PLANS, WHICH WOULD OTHERWISE BE AVAILABLE TO COVER OPERATING AND OTHER EXPENSES.

We maintain noncontributory, defined benefit pension plans covering a substantial number of our employees, which we fund based on certain actuarial assumptions. The plans’ assets consist primarily of common stocks and fixed income securities. If the investments of the plans do not perform at expected levels, then we will have to contribute additional funds to ensure that the plans will be able to pay out benefits as scheduled. Such an increase in funding could result in a decrease in our available cash flow.

IF WE WERE REQUIRED TO WRITE-DOWN ALL OR PART OF OUR GOODWILL OR TRADE NAMES, OUR NET INCOME AND NET WORTH COULD BE MATERIALLY ADVERSELY AFFECTED.

As a result of our acquisitions, we have $324.8 million of goodwill and $32.1 million of trade names recorded on our consolidated balance sheet at December 31, 2010. We are required to periodically determine if our goodwill and trade names have become impaired, in which case we would write-down the impaired portion. If we were required to write-down all or part of our goodwill or trade names, our net income and net worth could be materially adversely affected.

OUR PRINCIPAL STOCKHOLDERS HAVE SUBSTANTIAL INFLUENCE OVER US AND THEIR EXERCISE OF THAT INFLUENCE COULD BE ADVERSE TO YOUR INTERESTS.

As of December 31, 2010, Messrs. Silver and Horrigan beneficially owned an aggregate of 20,355,299 shares of our common stock, or approximately 29 percent of our outstanding common stock. Accordingly, if they act together, they will be able to exercise substantial influence over all matters submitted to the stockholders for a vote, including the election of directors. In addition, we and Messrs. Silver and Horrigan have entered into an amended and restated principal stockholders agreement, or the Stockholders Agreement, that provides for certain director nomination rights. Under the Stockholders Agreement, the Group (as defined in the Stockholders Agreement) has the right to nominate for election all of our directors until the Group holds less than one-half of the number of shares of our common stock held by it in the aggregate on February 14, 1997. The Group generally includes Messrs. Silver and Horrigan and their affiliates and related family transferees and estates. At least one of the Group’s nominees must be either Mr. Silver or Mr. Horrigan. On February 14, 1997, the Group held 28,612,360 shares of our common stock in the aggregate (as adjusted for our two-for-one stock splits in 2005 and 2010). Additionally, the Group has the right to nominate for election either Mr. Silver or Mr. Horrigan as a member of our Board of Directors when the Group no longer holds at least one-half of the number of shares of our common stock held by it in the aggregate on February 14, 1997 but beneficially owns 5 percent of our common stock. The Stockholders Agreement continues until the death or disability of both of Messrs. Silver and Horrigan. The provisions of the Stockholders Agreement could have the effect of delaying, deferring or preventing a change of control of Silgan Holdings Inc. and preventing our stockholders from receiving a premium for their shares of our common stock in any proposed acquisition of Silgan Holdings Inc.

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ANTI-TAKEOVER PROVISIONS IN OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND OUR AMENDED AND RESTATED BY-LAWS COULD HAVE THE EFFECT OF DISCOURAGING, DELAYING OR PREVENTING A MERGER OR ACQUISITION. ANY OF THESE EFFECTS COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.

Provisions of our amended and restated certificate of incorporation and our amended and restated by-laws may have the effect of delaying or preventing transactions involving a change of control of Silgan Holdings Inc., including transactions in which stockholders might otherwise receive a substantial premium for their shares over then current market prices, and may limit the ability of stockholders to approve transactions that they may deem to be in their best interests.

In particular, our amended and restated certificate of incorporation provides that:

• the Board of Directors is authorized to issue one or more classes of preferred stock having such designations, rights and preferences as may be determined by the Board;

• the Board of Directors is divided into three classes, and each year approximately one third of the directors are elected for a term of three years;

• the Board of Directors is fixed at seven members; and

• action taken by the holders of common stock must be taken at a meeting and may not be taken by consent in writing.

Additionally, our amended and restated by-laws provide that a special meeting of the stockholders may only be called by either of our Co-Chairmen of the Board on their own initiative or at the request of a majority of the Board of Directors, and may not be called by the holders of common stock.

UPON THE OCCURRENCE OF CERTAIN CHANGE OF CONTROL EVENTS, WE MAY NOT BE ABLE TO SATISFY ALL OF OUR OBLIGATIONS UNDER OUR CREDIT AGREEMENT AND INDENTURE.

Under our Credit Agreement, the occurrence of a change of control (as defined in our Credit Agreement) constitutes an event of default, permitting, among other things, the acceleration of amounts owed thereunder. Additionally, upon the occurrence of a change of control as defined in the indenture governing the 7 ¹/4% Senior Notes due 2016, or the 7 ¹/4% Notes, we must make an offer to repurchase the 7 ¹/4% Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued interest to the date of purchase. We may not have sufficient funds or be able to obtain sufficient financing to meet such obligations under our Credit Agreement and such indenture.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

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ITEM 2. PROPERTIES.

Our principal executive offices are located at 4 Landmark Square, Suite 400, Stamford, Connecticut 06901. The administrative headquarters and principal place of business for our metal food container business is located at 21800 Oxnard Street, Woodland Hills, California 91367; the administrative headquarters and principal places of business for our closures business are located at 1140 31^st Street, Downers Grove, Illinois 60515 and Hansastrasse 4, 30419 Hannover, Germany; and the administrative headquarters and principal place of business for our plastic container business is located at 14515 N. Outer Forty, Chesterfield, Missouri 63017. We lease all of these offices.

We own and lease properties for use in the ordinary course of business. The properties consist primarily of 29 operating facilities for the metal food container business, 16 operating facilities for the closures business and 23 operating facilities for the plastic container business. We own 32 of these facilities and lease 36. The leases expire at various times through 2020. Some of these leases provide renewal options as well as various purchase options.

Below is a list of our operating facilities, including attached warehouses, as of February 1, 2011 for our metal food container business:

Location	Approximate Building Area (square feet)
Antioch, CA	144,500	(leased)
Kingsburg, CA	54,000	(leased)
Modesto, CA	37,800	(leased)
Modesto, CA	128,000	(leased)
Modesto, CA	150,000	(leased)
Riverbank, CA	167,000
Sacramento, CA	284,900	(leased)
Hoopeston, IL	323,600
Rochelle, IL	220,900
Waukegan, IL	74,200	(leased)
Hammond, IN	158,000	(leased)
Laporte, IN	144,000	(leased)
Ft. Dodge, IA	232,400	(leased)
Fort Madison, IA	150,700	(56,000 leased)
Savage, MN	160,000
Mt. Vernon, MO	100,000
St. Joseph, MO	206,500
Maxton, NC	231,800	(leased)
Edison, NJ	265,500
Lyons, NY	149,700
Napoleon, OH	302,100	(leased)
Crystal City, TX	26,000	(leased)
Paris, TX	266,300	(leased)
Toppenish, WA	206,700
Menomonee Falls, WI	116,000
Menomonie, WI	129,400	(leased)
Oconomowoc, WI	114,600
Plover, WI	91,400	(leased)
Waupun, WI	212,000

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Below is a list of our operating facilities, including attached warehouses, as of February 1, 2011 for our closures business:

Location	Approximate Building Area (square feet)
Brewton, AL	55,500
Athens, GA	113,000	(leased)
Champaign, IL	184,900	(leased)
Evansville, IN	186,000
Richmond, IN	462,700
New Castle, PA	80,300
West Hazleton, PA	151,500	(leased)
Pocos de Caldas, Brazil	39,800
Hannover, Germany	549,000	(leased)
Battipaglia, Italy	155,500
Niepolomice, Poland	170,100
Niepolomice, Poland	21,500
Torello, Spain	71,900	(leased)
Shanghai, China	49,400
Santa Rosa City, Philippines	75,500	(leased)
Valencia, Venezuela	87,800

Below is a list of our operating facilities, including attached warehouses, as of February 1, 2011 for our plastic container business:

Location	Approximate Building Area (square feet)
Deep River, CT	140,000
Monroe, GA	139,600
Flora, IL	56,400
Woodstock, IL	187,900	(leased)
Woodstock, IL	129,800	(leased)
Ligonier, IN	469,000	(276,000 leased)
Plainfield, IN	105,700	(leased)
Seymour, IN	402,000
Franklin, KY	122,000	(leased)
Cape Girardeau, MO	119,600	(leased)
Penn Yan, NY	100,000
Ottawa, OH	267,000
Port Clinton, OH	401,400	(leased)
Breinigsville, PA	70,000	(leased)
Langhorne, PA	172,600	(leased)
Houston, TX	335,200
Triadelphia, WV	168,400
Mississauga, Ontario	75,000	(leased)
Scarborough, Ontario	117,000
Woodbridge, Ontario	147,500	(leased)
Woodbridge, Ontario	97,600	(leased)
Lachine, Quebec	113,300	(leased)
Lachine, Quebec	79,400	(leased)

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We lease our research facilities in Oconomowoc, Wisconsin, Downers Grove, Illinois, Hannover, Germany and Norcross, Georgia. We also own and lease other warehouse facilities that are detached from our manufacturing facilities. Additionally, we sublease other facilities that we previously operated.

We believe that our plants, warehouses and other facilities are in good operating condition, adequately maintained, and suitable to meet our present needs and future plans. We believe that we have sufficient capacity to satisfy the demand for our products in the foreseeable future. To the extent that we need additional capacity, we believe that we can convert certain facilities to continuous operation or make the appropriate capital expenditures to increase capacity.

ITEM 3. LEGAL PROCEEDINGS.

We are a party to routine legal proceedings arising in the ordinary course of our business. We are not a party to, and none of our properties are subject to, any pending legal proceedings which could have a material adverse effect on our business or financial condition.

ITEM 4. [RESERVED]

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock is quoted on the Nasdaq Global Select Market System under the symbol SLGN. As of January 31, 2011, we had 45 holders of record of our common stock.

On March 29, 2010, our Board of Directors declared a two-for-one stock split of our issued common stock, which was effected in the form of a stock dividend. Our stockholders of record at the close of business on April 20, 2010 were issued one additional share of our common stock for each share of our common stock held by them on that date. Such additional shares were issued on May 3, 2010.

We began paying quarterly cash dividends on our common stock in 2004, and have increased the amount of the quarterly cash dividend payable on our common stock each year since then. In February 2010, our Board of Directors increased the amount of our quarterly cash dividend payable on our common stock from $0.095 per share to $0.105 per share (which amounts have been retroactively adjusted for the two-for-one stock split that occurred on May 3, 2010). In February 2011, our Board of Directors increased the amount of our quarterly cash dividend payable on our common stock to $0.11 per share. The payment of future dividends is at the discretion of our Board of Directors and will be dependent upon our consolidated results of operations and financial condition, federal tax policies and other factors deemed relevant by our Board of Directors. Additionally, we are allowed to pay cash dividends on our common stock up to specified limits under our Credit Agreement and our indenture for the 7 ¹/4% Notes. Such limits are materially higher than our current dividend amount.

The table below sets forth the high and low closing sales prices of our common stock as reported by the Nasdaq Global Select Market System for the periods indicated below and the cash dividends paid per share of our common stock in the periods indicated below. Closing sales prices and cash dividends per share have been retroactively adjusted for the two-for-one stock split of our common stock that occurred on May 3, 2010.

	Closing Sales Prices				Cash Dividends Per Share
	High		Low
2010
First Quarter	$	30.37	$	25.93		$0.105
Second Quarter		33.11		27.53		0.105
Third Quarter		32.12		27.76		0.105
Fourth Quarter		36.55		31.73		0.105
	Closing Sales Prices				Cash Dividends Per Share
	High		Low
2009
First Quarter	$	26.34	$	22.32		$0.095
Second Quarter		26.25		21.94		0.095
Third Quarter		26.48		23.96		0.095
Fourth Quarter		29.27		25.80		0.095

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ISSUER PURCHASES OF EQUITY SECURITIES

The following table provides information about the purchase of equity securities that we made during the fourth quarter of the year ended December 31, 2010 pursuant to our “modified Dutch auction” tender offer and the stock purchase agreement with Messrs. Silver and Horrigan, our two largest stockholders and the Non-Executive Co-Chairmen of our Board of Directors.

Period	(a) Total Number of Shares Purchased(1)		(b) Average Price Paid per Share	(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Approximate Dollar Value of Shares that May Yet Be Purchased  Under the Plans or Programs (in millions)
October 1-31, 2010		—	—		—	$300.0
November 1-30, 2010		7,107,480	$34.75		7,107,480	$  53.0
December 1-31, 2010		—	—		—	$  53.0
Total		7,107,480	$34.75		7,107,480	$  53.0

⁽¹⁾ On June 2, 2010, our Board of Directors authorized us to repurchase up to $300 million of our common stock from time to time over a period of three years. Pursuant to this authorization, on October 7, 2010, we announced our intention to purchase up to $175 million of our common stock through a “modified Dutch Auction” tender offer. Pursuant to the tender offer, which expired on November 8, 2010, we purchased 5,035,971 shares of our common stock from our stockholders at a price of $34.75 per share, for a total purchase price of $175.0 million. In connection with the tender offer, we also entered into a stock purchase agreement with Messrs. Silver and Horrigan, pursuant to which each of Messrs. Silver and Horrigan agreed to not participate in the tender offer and instead to sell to us, following the completion of the tender offer and at the same price per share as in the tender offer, such number shares of our common stock as would result in each of them maintaining substantially the same percentage beneficial ownership in our common stock that he had immediately prior to the consummation of the tender offer. Accordingly, on November 23, 2010 we purchased an aggregate of 2,071,509 shares of our common stock beneficially owned by Messrs. Silver and Horrigan at a price of $34.75 per share (the same price per share as in the tender offer), for a total purchase price of $72.0 million. Through the tender offer and the purchase of shares under the stock purchase agreement with Messrs. Silver and Horrigan, we purchased a total of 7,107,480 shares of our common stock, or approximately 9.2 percent of our outstanding common stock as of November 15, 2010, at a price of $34.75 per share, for an aggregate total purchase price of $247.0 million (excluding fees and expenses of $0.8 million).

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ITEM 6. SELECTED FINANCIAL DATA.

In the table that follows, we provide you with selected financial data of Silgan Holdings Inc. We have derived this data from our consolidated financial statements for the five years ended December 31, 2010. Our consolidated financial statements for the five years ended December 31, 2010 have been audited by Ernst & Young LLP, our independent registered public accounting firm.

You should read this selected financial data along with the consolidated financial statements and accompanying notes included elsewhere in this Annual Report, as well as the section of this Annual Report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Selected Financial Data

	Year Ended December 31,
	2010		2009		2008		2007		2006(a)
	(Dollars in millions, except per share data)
Operating Data:
Net sales	$	3,071.5	$	3,066.8	$	3,121.0	$	2,923.0	$	2,667.5
Cost of goods sold		2,599.1		2,605.7		2,694.4		2,502.7		2,310.9
Gross profit		472.4		461.1		426.6		420.3		356.6
Selling, general and administrative expenses		166.9		161.0		160.7		148.8		131.4
Rationalization charges		22.2		1.5		12.2		5.7		16.4
Income from operations		283.3		298.6		253.7		265.8		208.8
Interest and other debt expense before loss on early extinguishment of debt		54.1		49.7		60.1		66.0		59.2
Loss on early extinguishment of debt		7.5		1.3		—		—		0.2
Interest and other debt expense		61.6		51.0		60.1		66.0		59.4
Income before income taxes		221.7		247.6		193.6		199.8		149.4
Provision for income taxes		77.1		88.2		68.6		73.0		48.9
Net income	$	144.6	$	159.4	$	125.0	$	126.8	$	100.5
Per Share Data: (b)
Basic net income per share	$	1.91	$	2.09	$	1.65	$	1.68	$	1.34
Diluted net income per share	$	1.89	$	2.07	$	1.63	$	1.66	$	1.33
Dividends per share	$	0.42	$	0.38	$	0.34	$	0.32	$	0.24
Selected Segment Data:
Net sales:
Metal food containers	$	1,864.1	$	1,916.2	$	1,786.3	$	1,680.4	$	1,624.9
Closures		618.8		609.1		682.8		615.2		450.3
Plastic containers		588.6		541.5		651.9		627.4		592.3
Income from operations:
Metal food containers (c)		232.6		206.4		162.2		151.3		133.4
Closures (d)		58.6		74.1		59.8		66.2		49.8
Plastic containers (e)		10.3		31.3		43.8		56.8		36.7

(continued)             

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Selected Financial Data

	Year Ended December 31,
	2010			2009			2008			2007			2006(a)
	(Dollars in millions, except per share data)
Other Data:
Capital expenditures	$	105.4		$	99.6		$	122.9		$	155.0		$	121.7
Depreciation and amortization (f)		142.9			145.3			144.0			138.0			126.2
Net cash provided by operating activities		187.3			322.8			345.4			279.7			221.6
Net cash used in investing activities		(151.8	)		(96.7	)		(135.7	)		(158.9	)		(438.4	)
Net cash (used in) provided by financing activities		(166.1	)		(83.3	)		(142.6	)		(41.6	)		213.1
Balance Sheet Data (at end of period):
Cash and cash equivalents	$	175.2		$	305.8		$	163.0		$	95.9		$	16.7
Goodwill		324.8			303.7			300.4			310.7			304.4
Total assets		2,176.0			2,214.4			2,164.3			2,151.7			2,013.5
Total debt		904.7			799.4			884.9			992.5			955.6
Stockholders’ equity		553.6			685.8			525.0			507.2			369.6

Notes to Selected Financial Data

(a) In 2006, we acquired the White Cap closures operations in Europe and Asia. We subsequently acquired the White Cap closures operations in South America in 2007 and 2008.

(b) Per share amounts have been retroactively adjusted for the two-for-one stock split of our common stock that occurred on May 3, 2010.

(c) Income from operations of the metal food container business includes rationalization charges of $0.7 million, $3.3 million, $5.5 million and $12.1 million in 2010, 2008, 2007 and 2006, respectively.

(d) Income from operations of the closures business includes rationalization charges of $9.2 million, $1.3 million and $7.9 million in 2010, 2009 and 2008, respectively, and a charge for the remeasurement of net assets in Venezuela of $3.2 million in 2010.

(e) Income from operations of the plastic container business includes rationalization charges of $12.3 million, $0.2 million, $1.0 million, $0.2 million and $4.3 million in 2010, 2009, 2008, 2007 and 2006, respectively.

(f) Depreciation and amortization excludes amortization of debt discount and issuance costs.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis is intended to assist you in understanding our consolidated financial condition and results of operations for the three-year period ended December 31, 2010. Our consolidated financial statements and the accompanying notes included elsewhere in this Annual Report contain detailed information that you should refer to in conjunction with the following discussion and analysis.

GENERAL

We are a leading manufacturer of metal and plastic consumer goods packaging products. We currently produce steel and aluminum containers for human and pet food; metal, composite and plastic vacuum closures for food and beverage products and plastic closures for the dairy and juice markets; and custom designed plastic containers, tubes and closures for personal care, health care, pharmaceutical, household and industrial chemical, food, pet care, agricultural chemical, automotive and marine chemical products. We are the largest manufacturer of metal food containers in North America, with a unit volume market share for the year ended December 31, 2010 of approximately half of the market in the United States, a leading worldwide manufacturer of metal, composite and plastic vacuum closures for food and beverage products and a leading manufacturer of plastic containers in North America for a variety of markets, including the personal care, health care, household and industrial chemical and food markets. We recently announced that we entered into a purchase agreement with VN to acquire its metal container operations in Central and Eastern Europe. VN’s metal container operations manufacture both metal food containers and general line metal containers. You should also read Note 18 to our Consolidated Financial Statements for the year ended December 31, 2010 included elsewhere in this Annual Report.

Our objective is to increase shareholder value by efficiently deploying capital and management resources to grow our business, reduce operating costs, build sustainable competitive positions, or franchises, and to complete acquisitions that generate attractive cash returns. We have grown our net sales and income from operations largely through acquisitions but also through internal growth, and we continue to evaluate acquisition opportunities in the consumer goods packaging market.

SALES GROWTH

We have increased net sales and market share in our metal food container, closures and plastic container businesses through both acquisitions and internal growth. As a result, we have expanded and diversified our customer base, geographic presence and product lines.

During the past twenty years, the metal food container market has experienced significant consolidation primarily due to the desire by food processors to reduce costs and focus resources on their core operations rather than self-manufacture their metal food containers. Our acquisitions of the metal food container manufacturing operations of Nestlé, Dial, Del Monte, Birds Eye, Campbell and Pacific Coast reflect this trend. We estimate that approximately 7 percent of the market for metal food containers in the United Sates is still served by self-manufacturers. In North America, we are the largest manufacturer of metal food containers, and with our pending acquisition of VN’s metal container operations we will be a leading manufacturer of metal containers in North America and Europe.

The metal food container market in North America was relatively flat during this period, despite losing market share as a result of more dining out, fresh produce and competing materials. However, we increased our share of the market for metal food containers in the United States primarily through acquisitions, and we have enhanced our business by focusing on providing customers with high levels of quality and service and value-added features such as our Quick Top^® easy-open ends, shaped metal food containers and

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alternative color offerings for metal food containers. We anticipate that the market will be relatively flat in the future, but will continue to increase in areas of consumer convenience products such as single-serve sizes and easy-open ends. In 2010, approximately 60 percent of our metal food containers sold had a Quick Top^® easy-open end.

With our acquisitions of our closure operations in North America, Europe, Asia and South America, we established ourselves as a leading worldwide manufacturer of metal, composite and plastic vacuum closures for food and beverage products, with leadership positions in the North American and European markets. In 2010, we broadened our closures business through our acquisition of IPEC which manufactures plastic closures primarily for the North American dairy and juice markets. We may pursue further consolidation opportunities in the closure markets in which we operate. Additionally, we expect to continue to generate internal growth in our closures business, particularly in plastic vacuum closures.

We have improved the market position of our plastic container business since 1987, with net sales increasing more than sixfold to $588.6 million in 2010. We achieved this improved market position primarily through strategic acquisitions as well as through internal growth. The plastic container market of the consumer goods packaging industry is highly fragmented, with growth rates in excess of population expansion due to substitution of plastic for other materials. We have focused on the segment of this market where custom design and decoration allows customers to differentiate their products such as in personal care. We intend to pursue further acquisition opportunities in markets where we believe that we can successfully apply our acquisition and value-added operating expertise and strategy.

OPERATING PERFORMANCE

We operate in a competitive industry where it is necessary to realize cost reduction opportunities to offset continued competitive pricing pressure. We have improved the operating performance of our plant facilities through the investment of capital for productivity improvements and manufacturing cost reductions. Our acquisitions have enabled us to rationalize plant operations and decrease overhead costs through plant closings and downsizings and to realize manufacturing efficiencies as a result of optimizing production scheduling. From 2006, we have closed three metal food container manufacturing facilities, one closures manufacturing facility and two plastic container manufacturing facilities in connection with our continuing efforts to streamline our plant operations, reduce operating costs and better match supply with geographic demand. In furtherance of such efforts, in 2010 we announced plans to close our Port Clinton, Ohio plastic container manufacturing facility and to consolidate that facility’s operations into other production sites, to close one of our Woodstock, Illinois plastic container manufacturing facilities, to consolidate various administrative positions in the U.S. and Canadian corporate offices of our plastic container business and to reduce the workforce at our closure manufacturing facility in Hannover, Germany.

We have also invested substantial capital in the past few years for new market opportunities and value-added products such as new Quick Top^® easy-open ends for metal food containers, shaped metal food containers and alternative color offerings for metal food containers. Over the past five years, we have invested $604.6 million in capital to invest in new market opportunities, maintain our market position, improve our productivity and reduce our manufacturing costs.

Historically, we have been successful in renewing our multi-year supply arrangements with our customers such as our metal food container supply agreements with our two largest customers, Nestlé (through 2013 for approximately 80 percent of our sales to Nestlé and through 2011 for our remaining sales to Nestlé) and Campbell (through 2013). We estimate that in 2011 approximately 90 percent of our projected North American metal food container sales, a majority of our projected closures sales in the United States and a majority of our projected plastic container sales will be under multi-year arrangements.

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Many of our multi-year customer supply arrangements generally provide for the pass through of changes in raw material, labor and other manufacturing costs, thereby significantly reducing the exposure of our results of operations to the volatility of these costs. In recent years, the steel industry in the United States announced significant price increases for steel. Under our supply arrangements, we were able to increase prices to pass through higher steel costs. For our non-contract customers, we also increased prices to pass through higher steel costs. Resin prices have also fluctuated significantly in the past few years, and we have been able to pass through changes in resin costs in accordance with our supply arrangements.

Our metal food container business’ sales and income from operations are dependent, in part, upon the vegetable and fruit harvests in the midwest and western regions of the United States. Our closures business is also dependent, in part, upon vegetable and fruit harvests. The size and quality of these harvests varies from year to year, depending in large part upon the weather conditions in applicable regions. Because of the seasonality of the harvests, we have historically experienced higher unit sales volume in the third quarter of our fiscal year and generated a disproportionate amount of our annual income from operations during that quarter. Additionally, as is common in the packaging industry, we provide extended payment terms to some of our customers in our metal food container business due to the seasonality of the vegetable and fruit packing process.

USE OF CAPITAL

Historically, we have used leverage to support our growth and increase shareholder returns. Our stable and predictable cash flow, generated largely as a result of our long-term customer relationships and generally recession resistant business, supports our financial strategy. We intend to continue using reasonable leverage, supported by our stable cash flows, to make value enhancing acquisitions. In determining reasonable leverage, we evaluate our cost of capital and manage our level of debt to maintain an optimal cost of capital based on current market conditions. If acquisition opportunities are not identified over a longer period of time, we may use our cash flow to repay debt, repurchase shares of our common stock or increase dividends to our stockholders or for other permitted uses. In 2010, we refinanced our previous senior secured credit facility with our new $1.4 billion Credit Agreement, which provides us with greater borrowing availability and greater flexibility for acquisitions, repurchases of stock and other permitted purposes. In 2010, we used a significant amount of cash on hand and borrowings under our Credit Agreement to redeem our 6 ³/4% Notes for $202.3 million, to repurchase 7.1 million shares of our common stock for $247.0 million (excluding fees and expenses of $0.8 million), to make voluntary contributions of $92.3 million to our pension benefit plans and to purchase IPEC. At December 31, 2010, we had $175.2 million of cash and cash equivalents on hand. We intend to fund the purchase price for our acquisition of VN’s metal container operations through Euro denominated revolving loan borrowings under our Credit Agreement.

To the extent we utilize debt for acquisitions or other permitted purposes in future periods, our interest expense may increase. Further, since the revolving loan and term loan borrowings under our Credit Agreement bear interest at floating rates, our interest expense is sensitive to changes in prevailing rates of interest and, accordingly, our interest expense may vary from period to period. After taking into account interest rate swap agreements that we entered into to mitigate the effect of interest rate fluctuations, at December 31, 2010 we had $495.0 million of indebtedness, or 55 percent of our total outstanding indebtedness, which bore interest at floating rates. You should read Note 9 to our Consolidated Financial Statements for the year ended December 31, 2010 included elsewhere in this Annual Report for information regarding our interest rate swap agreements.

In light of our strategy to use leverage to support our growth and optimize shareholder returns, we have incurred and will continue to incur significant interest expense. For 2010, 2009 and 2008, our aggregate interest and other debt expense before loss on early extinguishment of debt as a percentage of our income from operations was 19.1 percent, 16.7 percent and 23.7 percent, respectively.

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RESULTS OF OPERATIONS

The following table sets forth certain income statement data expressed as a percentage of net sales for each of the periods presented. You should read this table in conjunction with our Consolidated Financial Statements for the year ended December 31, 2010 and the accompanying notes included elsewhere in this Annual Report.

	Year Ended December 31,
	2010			2009			2008
Operating Data:
Net sales:
Metal food containers		60.7	%		62.5	%		57.2	%
Closures		20.1			19.9			21.9
Plastic containers		19.2			17.6			20.9
Consolidated		100.0			100.0			100.0
Cost of goods sold		84.6			85.0			86.4
Gross profit		15.4			15.0			13.6
Selling, general and administrative expenses		5.5			5.2			5.1
Rationalization charges		0.7			0.1			0.4
Income from operations		9.2			9.7			8.1
Interest and other debt expense		2.0			1.6			1.9
Income before income taxes		7.2			8.1			6.2
Provision for income taxes		2.5			2.9			2.2
Net income		4.7	%		5.2	%		4.0	%

Summary results for our business segments for the years ended December 31, 2010, 2009 and 2008 are provided below.

	Year Ended December 31,
	2010			2009			2008
	(Dollars in millions)
Net sales:
Metal food containers	$	1,864.1		$	1,916.2		$	1,786.3
Closures		618.8			609.1			682.8
Plastic containers		588.6			541.5			651.9
Consolidated	$	3,071.5		$	3,066.8		$	3,121.0
Income from operations:
Metal food containers (1)	$	232.6		$	206.4		$	162.2
Closures (2)		58.6			74.1			59.8
Plastic containers (3)		10.3			31.3			43.8
Corporate		(18.2	)		(13.2	)		(12.1	)
Consolidated	$	283.3		$	298.6		$	253.7

⁽¹⁾ Includes rationalization charges of $0.7 million and $3.3 million in 2010 and 2008, respectively. You should also read Note 3 to our Consolidated Financial Statements for the year ended December 31, 2010 included elsewhere in this Annual Report.

⁽²⁾ Includes rationalization charges of $9.2 million, $1.3 million and $7.9 million in 2010, 2009 and 2008, respectively, and a charge of $3.2 million in 2010 for the remeasurement of net assets in Venezuela. You should also read Note 3 to our Consolidated Financial Statements for the year ended December 31, 2010 included elsewhere in this Annual Report.

⁽³⁾ Includes rationalization charges of $12.3 million, $0.2 million and $1.0 million in 2010, 2009 and 2008, respectively. You should also read Note 3 to our Consolidated Financial Statements for the year ended December 31, 2010 included elsewhere in this Annual Report.

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YEAR ENDED DECEMBER 31, 2010 COMPARED WITH YEAR ENDED DECEMBER 31, 2009

Overview. Consolidated net sales were $3.072 billion in 2010, representing a 0.2 percent increase as compared to 2009 primarily as a result of higher average selling prices in the plastic container business largely attributable to the pass through of higher resin costs and volume increases across each business, partially offset by lower average selling prices in the metal food container business and the metal portion of the closures business due to the pass through of lower raw material costs and the impact of unfavorable foreign currency translation. Income from operations in 2010 decreased $15.3 million, or 5.1 percent, as compared to 2009 primarily due to higher rationalization charges, a less favorable mix of products sold in each business, the negative impact of the lagged pass through of significant volatility in raw material costs and increased corporate expenses associated with corporate development activities, partially offset by improved manufacturing efficiencies and ongoing cost controls, the year-over-year benefit resulting from the timing of certain contractual pass throughs of changes in manufacturing costs in the metal food container business and increased volumes in each business. Our results for 2010 and 2009 included rationalization charges of $22.2 million and $1.5 million, respectively. Net income in 2010 decreased $14.8 million to $144.6 million as compared to 2009.

Net Sales. The $4.7 million increase in consolidated net sales in 2010 as compared to 2009 was the result of higher net sales in our closures and plastic container businesses, partially offset by lower net sales in our metal food container business.

Net sales for the metal food container business decreased $52.1 million, or 2.7 percent, in 2010 as compared to 2009. This decrease was primarily attributable to lower average selling prices due to the pass through of lower raw material and other manufacturing costs, partially offset by modest volume gains year-over-year. The year-over-year volume increase was primarily attributable to the favorable year-over-year comparison resulting from some potential customer buy ahead in the fourth quarter of 2010 in anticipation of 2011 raw material price increases versus the negative impact in 2009 of the fourth quarter 2008 customer buy ahead, partially offset by the comparison to a very strong fruit and vegetable pack in 2009.

Net sales for the closures business increased $9.7 million, or 1.6 percent, as compared to 2009. This increase was primarily the result of higher volumes attributable to improving demand in the single-serve beverage markets, the benefit of a customer buy ahead in the fourth quarter of 2010 in advance of raw material price increases, the inclusion of the IPEC acquisition in the fourth quarter of 2010 and the pass through of higher raw material costs in the plastic portion of the closures business, partially offset by unfavorable foreign currency translation of $15.8 million, lower average selling prices in the metal portion of the closures business as a result of the pass through of lower tin plate prices, reduced sales into Venezuela and a less favorable mix of products sold.

Net sales for the plastic container business in 2010 increased $47.1 million, or 8.7 percent, as compared to 2009. This increase was principally attributable to the impact of higher average selling prices as a result of the pass through of higher raw material costs, increased volumes and favorable foreign currency translation of $11.6 million, partially offset by a less favorable mix of products sold.

Gross Profit. Gross profit margin increased to 15.4 percent in 2010 as compared to 15.0 percent in 2009 for the reasons discussed below in “Income from Operations.”

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $5.9 million in 2010 as compared to 2009. Selling, general and administrative expenses as a percentage of consolidated net sales increased to 5.5 percent in 2010 from 5.2 percent in 2009. These increases were primarily due to a charge of $3.2 million recognized in 2010 for the remeasurement of the net assets in the operations in Venezuela to the devalued official Bolivar exchange rate and increased corporate expenses associated with corporate development activities.

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Income from Operations. Income from operations for 2010 decreased by $15.3 million as compared to 2009, and operating margin decreased to 9.2 percent from 9.7 percent over the same periods. Income from operations for 2010 and 2009 included rationalization charges of $22.2 million and $1.5 million, respectively.

Income from operations of the metal food container business for 2010 increased $26.2 million, or 12.7 percent, as compared to 2009, and operating margin increased to 12.5 percent from 10.8 percent over the same periods. These increases were primarily due to the year-over-year benefit resulting from improved manufacturing efficiencies and ongoing improvements in cost controls, the timing of certain contractual pass throughs of changes in raw material and other manufacturing costs and higher volumes, partially offset by a less favorable mix of products sold.

Income from operations of the closures business for 2010 decreased $15.5 million, or 20.9 percent, as compared to 2009, and operating margin decreased to 9.5 percent from 12.2 percent over the same periods. These decreases were primarily due to $7.9 million higher rationalization charges attributable to a workforce reduction in the manufacturing facility in Germany, the negative impact of the lagged pass through of rising resin costs, the unfavorable comparison to the prior year benefit from the delayed pass through of raw material cost declines in Europe and a less favorable mix of products sold, partially offset by higher volumes. Rationalization charges were $9.2 million and $1.3 million for the years ended 2010 and 2009, respectively.

Income from operations of the plastic container business for 2010 decreased $21.0 million, or 67.1 percent, as compared to 2009, and operating margin decreased to 1.7 percent from 5.8 percent over the same periods. These decreases were primarily due to $12.1 million higher rationalization charges principally attributable to the announced closing of two manufacturing facilities, the negative impact of the lagged pass through of significant increases in resin costs, higher operating costs while implementing rationalization programs and a less favorable mix of products sold, partially offset by higher volumes. Rationalization charges were $12.3 million and $0.2 million for the years ended 2010 and 2009, respectively.

Interest and Other Debt Expense. Interest and other debt expense before loss on early extinguishment of debt for 2010 increased $4.4 million to $54.1 million as compared to 2009. This increase was primarily due to the higher average cost of borrowings, principally as a result of higher interest rates and higher average outstanding borrowings largely attributable to the issuance of the 7 ¹/4% Notes in May 2009 and the refinancing of our previous senior secured credit facility with our Credit Agreement in July 2010. In 2010, we incurred a loss on early extinguishment of debt of $7.5 million as a result of the refinancing of our previous senior secured credit facility and the redemption of our 6 ³/4% Notes.

Provision for Income Taxes. The effective tax rate for 2010 was 34.8 percent as compared to 35.6 percent in 2009.

YEAR ENDED DECEMBER 31, 2009 COMPARED WITH YEAR ENDED DECEMBER 31, 2008

Overview. Consolidated net sales were $3.067 billion in 2009, representing a 1.7 percent decrease as compared to 2008 primarily as a result of lower average selling prices in the plastic container business largely attributable to the pass through of lower resin costs, lower volumes in the closures and plastic container businesses and the impact of unfavorable foreign currency translation, partially offset by higher average selling prices in the metal food container business due to the pass through of higher raw material and other manufacturing costs. Income from operations in 2009 increased $44.9 million, or 17.7 percent, as compared to 2008 due primarily to improved manufacturing efficiencies and ongoing cost controls across all businesses and lower rationalization charges, partially offset by increased pension expense and the

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impact from lower volumes in the closures and plastic container businesses. Our results for 2009 and 2008 included rationalization charges of $1.5 million and $12.2 million, respectively. Net income in 2009 increased $34.4 million to $159.4 million as compared to 2008.

Net Sales. The $54.2 million decrease in consolidated net sales in 2009 as compared to 2008 was the result of lower net sales in our closures and plastic container businesses, partially offset by higher net sales in our metal food container business.

Net sales for the metal food container business increased $129.9 million, or 7.3 percent, in 2009 as compared to 2008. This increase was primarily attributable to higher average selling prices due to the pass through of higher raw material and other manufacturing costs. Volumes were essentially flat year-over-year, as volume increases from a favorable fruit and vegetable pack in the third quarter of 2009 were offset by the effect of a buy ahead in the fourth quarter of 2008 as a result of certain customers buying in advance of 2009 raw material price increases.

Net sales for the closures business decreased $73.7 million, or 10.8 percent, as compared to 2008. This decrease was primarily the result of lower volumes attributable to demand softness in the single-serve beverage markets and a buy ahead in the fourth quarter of 2008 due to 2009 raw material price increases and unfavorable foreign currency translation of $15.7 million, partially offset by higher pricing for metal closures due to the pass through of higher raw material costs.

Net sales for the plastic container business in 2009 decreased $110.4 million, or 16.9 percent, as compared to 2008. This decrease was principally attributable to the impact of lower average selling prices as a result of the pass through of lower raw material costs, a decline in volumes due to general weakness in demand and unfavorable foreign currency translation of $9.1 million.

Gross Profit. Gross profit margin increased to 15.0 percent in 2009 as compared to 13.6 percent in 2008 for the reasons discussed below in “Income from Operations.”

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $0.3 million in 2009 as compared to 2008. Selling, general and administrative expenses as a percentage of consolidated net sales increased to 5.2 percent in 2009 from 5.1 percent in 2008.

Income from Operations. Income from operations for 2009 increased by $44.9 million as compared to 2008, and operating margin increased to 9.7 percent from 8.1 percent over the same periods. Income from operations for 2009 and 2008 included rationalization charges of $1.5 million and $12.2 million, respectively.

Income from operations of the metal food container business for 2009 increased $44.2 million, or 27.3 percent, as compared to 2008, and operating margin increased to 10.8 percent from 9.1 percent over the same periods. These increases were primarily the result of improved manufacturing efficiencies due in part to the significant fruit and vegetable pack volume in the third quarter of 2009, ongoing improvements in cost controls and a decrease in rationalization charges of $3.3 million, partially offset by higher pension and depreciation expense.

Income from operations of the closures business for 2009 increased $14.3 million, or 23.9 percent, as compared to 2008, and operating margin increased to 12.2 percent from 8.8 percent over the same periods. These increases were primarily attributable to the benefits of ongoing cost reduction initiatives, improved manufacturing efficiencies and lower rationalization charges, partially offset by lower volumes. Rationalization charges were $1.3 million and $7.9 million for the years ended 2009 and 2008, respectively.

Income from operations of the plastic container business for 2009 decreased $12.5 million, or 28.5 percent, as compared to 2008, and operating margin decreased to 5.8 percent from 6.7 percent over the

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same periods. These decreases were primarily attributable to lower volumes and higher pension expense, partially offset by ongoing cost reductions.

Interest and Other Debt Expense. Interest and other debt expense before loss on early extinguishment of debt for 2009 decreased $10.4 million to $49.7 million as compared to 2008. This decrease was primarily due to lower average debt balances outstanding in 2009 as compared to 2008, partially offset by slightly higher interest rates largely as a result of the issuance of $250 million aggregate principal amount of the 7 ¹/4% Notes in May 2009. During 2009, we utilized the net proceeds from this issuance and cash on hand to prepay certain term loan installment payments under our previous senior secured credit facility and foreign debt. As a result of these prepayments, we incurred a loss on early extinguishment of debt of $1.3 million.

Provision for Income Taxes. The effective tax rate for 2009 was 35.6 percent as compared to 35.4 percent in 2008.

CAPITAL RESOURCES AND LIQUIDITY

Our principal sources of liquidity have been net cash from operating activities and borrowings under our debt instruments, including our Credit Agreement. Our liquidity requirements arise primarily from our obligations under the indebtedness incurred in connection with our acquisitions and the refinancing of that indebtedness, capital investment in new and existing equipment and the funding of our seasonal working capital needs.

On July 7, 2010, we completed the refinancing of our previous senior secured credit facility by entering into our new $1.4 billion Credit Agreement. Our Credit Agreement provides us with term loans and revolving loans. The term loans consist of $400 million of U.S. term loans, €125 million of Euro term loans and Cdn $81 million of Canadian term loans. The revolving loans consist of a $790 million multicurrency revolving loan facility and a Cdn $10 million Canadian revolving loan facility. Our Credit Agreement also provides us with an uncommitted multicurrency incremental loan facility for up to an additional $450 million, which may be used to finance acquisitions and for other permitted purposes. All amounts owing under our previous senior secured credit facility were repaid on July 7, 2010 with proceeds from our Credit Agreement. As a result of the refinancing of our previous senior secured credit facility, we recorded a pre-tax charge of $4.5 million for the loss on early extinguishment of debt during the third quarter of 2010.

On November 15, 2010, we utilized cash on hand to redeem all of our outstanding 6 ³/4% Notes ($200.0 million aggregate principal amount) at a redemption price of 101.125% of their principal amount, or $202.3 million, plus accrued and unpaid interest up to the redemption date. As a result of this redemption, we recorded a pre-tax charge of $3.0 million for the loss on early extinguishment of debt during the fourth quarter of 2010.

In June 2010, our Board of Directors authorized us to repurchase up to $300 million of our common stock from time to time over a period of three years. In November 2010, we repurchased 7.1 million shares of our common stock at a cost of $247.8 million (including $0.8 million of fees and expenses) through a “modified Dutch auction” tender offer and a stock purchase agreement with Messrs. Silver and Horrigan, our two largest stockholders.

In 2010, we used borrowings from our Credit Agreement of $634.4 million, cash from operations of $187.3 million (after contributions of $92.3 million to our pension benefit plans), cash balances of $130.5 million, increases in outstanding checks of $7.2 million, net proceeds from stock-based compensation issuances of $3.9 million and net borrowings of revolving loans of $0.7 million to fund the repayment of term loans under our previous senior secured credit facility of $318.5 million, the repurchase of 7.1 million shares of our common stock for $247.8 million (including $0.8 million of fees and expenses), the

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redemption of our 6 ³/4% Notes for $202.3 million, net capital expenditures of $103.8 million, the acquisition of IPEC for $47.9 million, net of cash acquired, dividends on our common stock of $32.0 million and debt issuance costs of $11.7 million related to the refinancing of our previous senior secured credit facility with our Credit Agreement.

In 2010, changes in working capital and outstanding checks used cash of $60.1 million, while changes in working capital and outstanding checks generated cash of $42.6 million in 2009. This change was due primarily to increased raw material purchases of $32.0 million in 2010 in advance of 2011 inflation, as well as the year-over-year impact on working capital of the unusually strong cash collections of trade accounts receivable in 2009 as compared to the more normalized cash collections in 2010.

In 2009, we used cash from operations of $322.8 million (after contributions of $43.4 million to our pension benefit plans), increases in outstanding checks of $40.9 million, proceeds from the issuance of the 7 ¹/4% Notes of $243.2 million and net proceeds from stock-based compensation issuances of $4.7 million to fund net payments of foreign revolving loans of $16.8 million, repayments of term loans under our previous senior secured credit facility of $320.7 million, net capital expenditures of $96.7 million, debt issuance costs of $5.3 million and dividends paid on our common stock of $29.4 million and to increase cash and cash equivalents by $142.7 million.

In 2009, changes in working capital and outstanding checks generated cash of $42.6 million as compared to $24.0 million in 2008. This increase was due primarily to strong cash collections of trade accounts receivable in 2009.

In 2008, we used cash from operations of $345.4 million (after contributions of $9.8 million to our pension benefit plans), net borrowings of revolving loans of $3.0 million, other debt borrowings of $10.8 million and net proceeds from stock-based compensation issuances of $5.4 million to fund net capital expenditures of $121.2 million, the repayment of debt of $94.0 million, our acquisitions in our closures business for $14.5 million, net of cash acquired, decreases in outstanding checks of $41.8 million and dividends paid on our common stock of $26.0 million and to increase cash and cash equivalents by $67.1 million.

In February 2011, our Board of Directors declared a quarterly cash dividend on our common stock of $0.11 per share, payable on March 17, 2011 to the holders of record of our common stock on March 3, 2011. The cash payment for this quarterly dividend is expected to be approximately $7.8 million.

At December 31, 2010, we had $904.7 million of total consolidated indebtedness. In addition, at December 31, 2010, after taking into account letters of credit of $32.4 million, we had $757.6 million and Cdn $10 million of revolving loans available to be borrowed under our Credit Agreement. Under our Credit Agreement, we also have available to us an uncommitted multicurrency incremental loan facility in an amount of up to an additional $450 million, and we may incur additional indebtedness as permitted by our Credit Agreement and our other instruments governing our indebtedness.

Revolving loans under our Credit Agreement may be used for working capital needs and other general corporate purposes, including acquisitions. Revolving loans may be borrowed, repaid and reborrowed over the life of our Credit Agreement until their final maturity on July 7, 2015. At December 31, 2010, there were no revolving loans outstanding under our Credit Agreement.

Because we sell metal containers used in fruit and vegetable pack processing, we have seasonal sales. As is common in the industry, we must utilize working capital to build inventory and then carry accounts receivable for some customers beyond the end of the packing season. Due to our seasonal requirements, which generally peak sometime in the summer or early fall, we may incur short-term indebtedness to finance our working capital requirements. In recent years, our seasonal working capital requirements have

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peaked at approximately $300 million. In 2010, our seasonal working capital requirements were funded with cash on hand. For 2011, we expect to fund our peak seasonal working capital requirements with cash on hand and revolving loans available under our Credit Agreement. We may use the available portion of our revolving loan facilities, after taking into account our seasonal needs and outstanding letters of credit, for other general corporate purposes, including acquisitions, dividends, stock repurchases and refinancing and repurchases of other debt.

In addition to our operating cash needs and excluding any impact from pending acquisitions, we believe our cash requirements over the next few years will consist primarily of:

• annual capital expenditures of $110 to $140 million, although capital expenditures in 2011 may be higher as a result of our decision to shift some capital expenditures from 2010 to 2011 to take advantage of available tax benefits in 2011;

• principal amortization payments of bank term loans under our Credit Agreement and other outstanding debt agreements of $13.9 million in 2011, $96.9 million in 2012, $96.9 million in 2013, $129.3 million in 2014, $129.3 million in 2015 and $444.0 million in 2016;

• cash payments for quarterly dividends on our common stock of approximately $7.8 million (assuming our Board of Directors continues to approve dividends at the same level);

• annual payments to satisfy employee withholding tax requirements resulting from certain restricted stock units becoming vested, which payments are dependent upon the price of our common stock at the time of vesting and the number of restricted stock units that vest, none of which is estimable at this time (payments in 2010 were not significant);

• our interest requirements, including interest on revolving loans (the principal amount of which will vary depending upon seasonal requirements) and term loans under our Credit Agreement, which bear fluctuating rates of interest, and the 7 ¹/4% Notes;

• payments of approximately $85 to $95 million for federal, state and foreign tax liabilities in 2011, which may increase annually thereafter; and

• payments for pension benefit plan contributions which will be dependent on the funded status of our pension benefit plans.

We believe that cash generated from operations and funds from borrowings available under our Credit Agreement will be sufficient to meet our expected operating needs, planned capital expenditures, debt service, tax obligations, pension benefit plan contributions, share repurchases required under our 2004 Stock Incentive Plan and common stock dividends for the foreseeable future. We continue to evaluate acquisition opportunities in the consumer goods packaging market and may incur additional indebtedness, including indebtedness under our Credit Agreement, to finance any such acquisition.

Our Credit Agreement and the indenture with respect to the 7 ¹/4% Notes contain restrictive covenants that, among other things, limit our ability to incur debt, sell assets, pay dividends and engage in certain transactions. We do not expect these limitations to have a material effect on our business or our results of operations. We are in compliance with all financial and operating covenants contained in our financing agreements and believe that we will continue to be in compliance during 2011 with all of these covenants.

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CONTRACTUAL OBLIGATIONS

Our contractual cash obligations at December 31, 2010 are provided below:

	Payment due by period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(Dollars in millions)
Long-term debt obligations (1)	$	910.3	$	13.9	$	193.8	$	258.6	$	444.0
Interest on fixed rate debt (2)		102.0		18.1		36.3		36.3		11.3
Interest on variable rate debt (3)		95.7		23.9		42.8		26.2		2.8
Operating lease obligations		127.1		29.4		45.2		30.2		22.3
Purchase obligations (4)		14.5		13.0		1.5		—		—
Other postretirement benefit obligations (5)		44.2		4.6		9.2		9.2		21.2
Total (6)	$	1,293.8	$	102.9	$	328.8	$	360.5	$	501.6

⁽¹⁾ These amounts represent expected cash payments of our long-term debt and include the unamortized discount for the 7 ¹/4% Notes.

⁽²⁾ These amounts represent expected cash payments of interest on our fixed rate long-term debt.

⁽³⁾ These amounts represent expected cash payments of interest on our variable rate long-term debt, after taking into consideration our interest rate swap agreements, at prevailing interest rates at December 31, 2010.

⁽⁴⁾ Purchase obligations consist of commitments for capital expenditures. Obligations that are cancelable without penalty are excluded.

⁽⁵⁾ Other postretirement benefit obligations have been actuarially determined through the year 2020.

⁽⁶⁾ Based on current legislation, there are no significant minimum required contributions to our pension benefit plans in 2011.

At December 31, 2010, we also had outstanding letters of credit of $32.4 million that were issued under our Credit Agreement.

You should also read Notes 8, 9, 10 and 11 to our Consolidated Financial Statements for the year ended December 31, 2010 included elsewhere in this Annual Report.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

EFFECT OF INFLATION AND INTEREST RATE FLUCTUATIONS

Historically, inflation has not had a material effect on us, other than to increase our cost of borrowing. In general, we have been able to increase the sales prices of our products to reflect any increases in the prices of raw materials (subject to contractual lag periods for resin costs) and to significantly reduce the exposure of our results of operations to increases in other costs, such as labor and other manufacturing costs.

Because we have indebtedness which bears interest at floating rates, our financial results will be sensitive to changes in prevailing market rates of interest. As of December 31, 2010, we had $904.7 million of indebtedness outstanding, of which $495.0 million bore interest at floating rates, after taking into account interest rate swap agreements that we entered into to mitigate the effect of interest rate fluctuations. Under these interest rate swap agreements, we pay fixed rates of interest ranging from 3.9 percent to 4.1 percent and receive floating rates of interest based on three month Euribor. These interest rate swap agreements mature as follows: €20 million in 2011 and €105 million in 2014. Depending upon market conditions, we may enter into additional interest rate swap or hedge agreements (with counterparties that, in our judgment, have sufficient creditworthiness) to hedge our exposure against interest rate volatility.

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RATIONALIZATION CHARGES

In February 2010, we announced a plan to exit our Port Clinton, Ohio plastic container manufacturing facility. Our plan included the termination of approximately 150 employees and other related plant exit costs. The total estimated costs for the rationalization of this facility of $4.4 million consist of $1.4 million for employee severance and benefits, $1.5 million for plant exit costs and $1.5 million for the non-cash write-down in carrying value of assets. We have recognized a total of $3.4 million of costs in 2010, which consisted of $1.4 million of employee severance and benefits, $0.5 million of plant exit costs and $1.5 million for the non-cash write-down in carrying value of assets. Cash payments of $1.6 million were paid in 2010. Remaining expenses and cash expenditures of $1.0 million and $1.3 million, respectively, are expected primarily in 2011.

In November 2010, we announced to employees plans to reduce costs in our closures manufacturing facility in Germany. Our plan included the termination of approximately 75 employees, with total estimated costs of $10.0 million for employee severance and benefits. We recognized $9.1 million of these costs and made cash payments of $0.3 million in 2010. Remaining expenses and cash expenditures of $0.9 million and $9.7 million, respectively, are expected primarily in 2011.

In November 2010, we announced to employees plans to consolidate various administrative positions in the U.S. and Canadian corporate offices of our plastic container business through the termination of approximately 30 employees, with total estimated costs of $2.3 million for employee severance and benefits. We recognized $1.8 million of these costs and made cash payments of $0.3 million in 2010. Remaining expenses and cash expenditures of $0.5 million and $2.0 million, respectively, are expected primarily in 2011.

In November 2010, we announced to employees a plan to exit one of our Woodstock, Illinois plastic container manufacturing facilities. Our plan included the termination of approximately 50 employees, the consolidation of certain operations into existing facilities and the elimination of the remaining operations and the exit of the facility. The total estimated costs for the rationalization of this facility of $13.9 million consist of $6.8 million for the non-cash write-down in carrying value of assets, $6.2 million of plant exit costs and $0.9 million for employee severance and benefits. We have recognized a total of $7.1 million of costs in 2010, which consisted of $6.8 million for the non-cash write-down in carrying value of assets and $0.3 million for employee severance and benefits. Cash payments of $0.1 million were paid in 2010. Remaining expenses and cash expenditures of $6.8 million and $7.0 million, respectively, are expected primarily in 2012 and thereafter.

In 2009, we approved a plan to reduce costs at our closures manufacturing facility in Germany, which plan included the termination of 14 employees. Total costs related to this plan of $1.3 million for employee severance and benefit costs were primarily recognized in 2009. Cash payments of $0.1 million and $1.1 million were paid in 2010 and 2009, respectively. Remaining cash payments of $0.1 million are expected to be paid in 2011.

In 2008, as part of our ongoing effort to streamline operations and reduce costs, we approved plans to close our metal food container manufacturing facility in Tarrant, Alabama, our plastic container manufacturing facility in Richmond, Virginia and our closures manufacturing facility in Turkey and to consolidate various administrative positions within our European closures operations. Total costs of $10.9 million consisted of cash costs of $7.7 million and non-cash costs of $3.2 million and were primarily recognized and expended in 2008. We have ceased operations in each of these manufacturing facilities. Remaining cash expenditures related to the European closure operations of $0.3 million are expected in 2011.

As of December 31, 2009, we had remaining cash payments of $3.1 million for employee severance and benefits related to one of our 2006 rationalization plans. During 2010, we recognized an additional $0.7 million for employee severance and benefits and made a cash payment of $3.8 million related to such plan. All cash for our 2006 rationalization plans has been expended.

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Under our rationalization plans, we made cash payments of $6.2 million, $3.6 million and $8.5 million in 2010, 2009 and 2008, respectively. Additional cash spending of approximately $20.4 million is expected for our plans in 2011 and thereafter.

You should also read Note 3 to our Consolidated Financial Statements for the year ended December 31, 2010 included elsewhere in this Annual Report.

We continually evaluate cost reduction opportunities in our business, including rationalizations of our existing facilities through plant closings and downsizings. We use a disciplined approach to identify opportunities that generate attractive cash returns.

CRITICAL ACCOUNTING POLICIES

U.S. generally accepted accounting principles require estimates and assumptions that affect the reported amounts in our consolidated financial statements and the accompanying notes. Some of these estimates and assumptions require difficult, subjective and/or complex judgments. Critical accounting policies cover accounting matters that are inherently uncertain because the future resolution of such matters is unknown. We believe that our accounting policies for pension expense and obligations, rationalization charges and acquisition reserves and testing goodwill and other intangible assets with indefinite lives for impairment reflect the more significant judgments and estimates in our consolidated financial statements. You should also read our Consolidated Financial Statements for the year ended December 31, 2010 included elsewhere in this Annual Report.

Our pension expense and obligations are developed from actuarial valuations. Two critical assumptions in determining pension expense and obligations are the discount rate and expected long-term return on plan assets. We evaluate these assumptions at least annually. Other assumptions reflect demographic factors such as retirement, mortality and turnover and are evaluated periodically and updated to reflect our actual experience. Actual results may differ from actuarial assumptions. The discount rate represents the market rate for non-callable high-quality fixed income investments and is used to calculate the present value of the expected future cash flows for benefit obligations under our pension benefit plans. A decrease in the discount rate increases the present value of benefit obligations and increases pension expense, while an increase in the discount rate decreases the present value of benefit obligations and decreases pension expense. A 25 basis point change in the discount rate would impact our annual pension expense by approximately $1.9 million. For 2011, we decreased our domestic discount rate from 5.9 percent to 5.4 percent to reflect market interest rate conditions. We consider the current and expected asset allocations of our pension benefit plans, as well as historical and expected long-term rates of return on those types of plan assets, in determining the expected long-term rate of return on plan assets. A 25 basis point decrease in the expected long-term rate of return on plan assets would increase our annual pension expense by approximately $1.2 million. Our expected long-term rate of return on plan assets will remain at 8.5 percent in 2011. You should also read Note 11 to our Consolidated Financial Statements for the year ended December 31, 2010 included elsewhere in this Annual Report.

Historically, we have maintained a strategy of acquiring businesses and enhancing profitability through productivity and cost reduction opportunities. Acquisitions require us to estimate the fair value of the assets acquired and liabilities assumed in the transactions. These estimates of fair value are based on market participant perspectives when available and our business plans for the acquired entities, which include eliminating operating redundancies, facility closings and rationalizations and assumptions as to the ultimate resolution of liabilities assumed. We also continually evaluate the operating performance of our existing facilities and our business requirements and, when deemed appropriate, we exit or rationalize existing operating facilities. Establishing reserves for acquisition plans and facility rationalizations requires the use of estimates. Although we believe that these estimates accurately reflect the costs of these plans, actual costs incurred may differ from these estimates.

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Goodwill and other intangible assets with indefinite lives are reviewed for impairment each year and more frequently if circumstances indicate a possible impairment. Our tests for impairment require us to make assumptions regarding the expected earnings and cash flows of our reporting units. These assumptions are based on our internal forecasts. Developing these assumptions requires the use of significant judgment and estimates. Actual results may differ from these forecasts. If an impairment were to be identified, it could result in additional expense recorded in our consolidated statements of income.

FORWARD-LOOKING STATEMENTS

The statements we have made in “Risk Factors” and “Management’s Discussion and Analysis of Results of Operations and Financial Condition” and elsewhere in this Annual Report which are not historical facts are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934, as amended. These forward-looking statements are made based upon management’s expectations and beliefs concerning future events impacting us and therefore involve a number of uncertainties and risks. Therefore, the actual results of our operations or our financial condition could differ materially from those expressed or implied in these forward-looking statements.

The discussion in our “Risk Factors” and our “Management’s Discussion and Analysis of Results of Operations and Financial Condition” sections highlight some of the more important risks identified by our management, but should not be assumed to be the only factors that could affect future performance. Other factors that could cause the actual results of our operations or our financial condition to differ from those expressed or implied in these forward-looking statements include, but are not necessarily limited to, our ability to effect cost reduction initiatives and realize benefits from capital investments; our ability to retain sales with our major customers or to satisfy our obligations under our contracts; the impact of customer claims; compliance by our suppliers with the terms of our arrangements with them; changes in consumer preferences for different packaging products; changes in general economic conditions; the adoption of new accounting standards or interpretations; changes in income tax provisions; and other factors described elsewhere in this Annual Report or in our other filings with the Securities and Exchange Commission.

Except to the extent required by the federal securities laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors pursuant to the Private Securities Litigation Reform Act of 1995 should not be construed as exhaustive or as any admission regarding the adequacy of our disclosures. Certain risk factors are detailed from time to time in our various public filings. You are advised, however, to consult any further disclosures we make on related subjects in our filings with the Securities and Exchange Commission.

You can identify forward-looking statements by the fact that they do not relate strictly to historic or current facts. Forward-looking statements use terms such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “will,” “should,” “seeks,” “pro forma” or similar expressions in connection with any disclosure of future operating or financial performance. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks described under “Risk Factors,” that may cause our actual results of operations, financial condition, levels of activity, performance or achievements to be materially different from any future results of operations, financial condition, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on these forward-looking statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risks relating to our operations result primarily from changes in interest rates and, with respect to our international closures operations and our Canadian plastic container operations, from foreign currency exchange rates. In the normal course of business, we also have risk related to commodity price

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changes for items such as natural gas. We employ established policies and procedures to manage our exposure to these risks. Interest rate, foreign currency and commodity pricing transactions are used only to the extent considered necessary to meet our objectives. We do not utilize derivative financial instruments for trading or other speculative purposes.

INTEREST RATE RISK

Our interest rate risk management objective is to limit the impact of interest rate changes on our net income and cash flow. To achieve our objective, we regularly evaluate the amount of our variable rate debt as a percentage of our aggregate debt. During 2010 and 2009, our average outstanding variable rate debt, after taking into account the average outstanding notional amount of our interest rate swap agreements, was 33 percent and 32 percent of our average outstanding total debt, respectively. In May 2009, we issued $250 million principal amount of the 7 ¹/4% Notes and utilized the net proceeds from such issuance to prepay variable rate term loans under our previous senior secured credit facility, significantly reducing our variable rate debt. In July 2010, we refinanced our previous senior secured credit facility with our Credit Agreement and borrowed additional amounts under our Credit Agreement, significantly increasing our variable rate debt. At December 31, 2010, our outstanding variable rate debt, after taking into account interest rate swap agreements, was approximately 55 percent of our outstanding total debt. We manage a portion of our exposure to interest rate fluctuations in our variable rate debt through interest rate swap agreements. These agreements effectively convert interest rate exposure from variable rates to fixed rates of interest. We have entered into these agreements with banks under our Credit Agreement, and our obligations under these agreements are guaranteed and secured on a pari passu basis with our obligations under our Credit Agreement. You should also read Notes 4, 8 and 9 to our Consolidated Financial Statements for the year ended December 31, 2010 included elsewhere in this Annual Report which outline the principal and notional amounts, interest rates, fair values and other terms required to evaluate the expected cash flows from these agreements.

Based on the average outstanding amount of our variable rate indebtedness in 2010, a one percentage point change in the interest rates for our variable rate indebtedness would have impacted our 2010 interest expense by an aggregate of approximately $3.1 million, after taking into account the average outstanding notional amount of our interest rate swap agreements during 2010.

FOREIGN CURRENCY EXCHANGE RATE RISK

Currently, we conduct a portion of our manufacturing and sales activity outside the United States, primarily in Europe and Canada. In an effort to minimize foreign currency exchange risk, we have financed our acquisitions of our European and Canadian operations primarily with term loans borrowed under our Credit Agreement denominated in Euros and Canadian dollars, respectively. Our European operations include non-Euro denominated entities in Turkey, Poland and the United Kingdom. We also have operations in Asia and South America that are not considered significant to our consolidated financial statements. Where available, we have borrowed funds in local currency or implemented certain internal hedging strategies to minimize our foreign currency risk related to foreign operations. We recently announced that we entered into a purchase agreement with VN to acquire its metal container operations in Central and Eastern Europe. We intend to fund the purchase price for this acquisition through Euro denominated revolving loans under our Credit Agreement in an effort to minimize foreign currency exchange risk with respect to these operations. Additionally, where available, we intend to borrow funds in the local currencies or implement certain internal hedging strategies to minimize our foreign currency risk with respect to these operations. In addition, we are exposed to gains and losses from limited transactions of our operations denominated in a currency other than the functional currency of such operations. We are also exposed to possible losses in the event of a currency devaluation in any of the foreign countries where we have operations. We have not utilized external derivative financial instruments to manage our foreign currency risk.

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COMMODITY PRICING RISK

We purchase raw materials for our products such as metal and resins. These raw materials are generally purchased pursuant to contracts or at market prices established with the vendor. In general, we do not engage in hedging activities for these raw materials due to our ability to pass on price changes to our customers.

We also purchase commodities, such as natural gas and electricity, and are subject to risks on the pricing of these commodities. In general, we purchase these commodities pursuant to contracts or at market prices. We manage a portion of our exposure to natural gas price fluctuations through natural gas swap agreements. During 2010 and 2009, we entered into natural gas swap agreements to hedge approximately 39 percent and 33 percent, respectively, of our exposure to fluctuations in natural gas prices. As of December 31, 2010, we had entered into natural gas swap agreements to hedge approximately 31 percent of our expected 2011 exposure to fluctuations in natural gas prices. These agreements effectively convert pricing exposure for natural gas from market pricing to a fixed price. You should also read Notes 4 and 9 to our Consolidated Financial Statements for the year ended December 31, 2010 included elsewhere in this Annual Report which outline the terms necessary to evaluate these transactions.

Based on our natural gas usage in 2010, a ten percent change in natural gas costs would have impacted our 2010 cost of goods sold by approximately $1.9 million, after taking into account our natural gas swap agreements.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

We refer you to Item 15, “Exhibits and Financial Statement Schedules,” below for a listing of financial statements and schedules included in this Annual Report which are incorporated here in this Annual Report by this reference.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

As required by Rule 13a-15(e) of the Securities Exchange Act of 1934, or the Exchange Act, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, as of the end of the period covered by this Annual Report, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including the Principal Executive Officer and the Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal controls over financial reporting during the period covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, these internal controls.

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on this assessment and those criteria, management believes that we maintained effective internal control over financial reporting as of December 31, 2010.

The effectiveness of our internal control over financial reporting as of December 31, 2010 has been audited by Ernst & Young LLP, our independent registered public accounting firm, and Ernst & Young LLP has issued an attestation report on our internal control over financial reporting which is provided below.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

THE BOARD OF DIRECTORS AND STOCKHOLDERS OF SILGAN HOLDINGS INC.

We have audited Silgan Holdings Inc.’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Silgan Holdings Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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In our opinion, Silgan Holdings Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Silgan Holdings Inc. as of December 31, 2010 and 2009, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2010 of Silgan Holdings Inc. and our report dated February 28, 2011 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Stamford, Connecticut

February 28, 2011

ITEM 9B. OTHER INFORMATION.

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information with respect to directors, executive officers and corporate governance required by this Item is incorporated here in this Annual Report by reference to our Proxy Statement, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report, for our annual meeting of stockholders to be held in 2011.

ITEM 11. EXECUTIVE COMPENSATION.

The information with respect to executive compensation required by this Item is incorporated here in this Annual Report by reference to our Proxy Statement, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report, for our annual meeting of stockholders to be held in 2011.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information with respect to security ownership of certain beneficial owners and management and related stockholder matters required by this Item is incorporated here in this Annual Report by reference to our Proxy Statement, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report, for our annual meeting of stockholders to be held in 2011.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information with respect to certain relationships and related transactions, and director independence required by this Item is incorporated here in this Annual Report by reference to our Proxy Statement, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report, for our annual meeting of stockholders to be held in 2011.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information with respect to principal accountant fees and services required by this Item is incorporated here in this Annual Report by reference to our Proxy Statement, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report, for our annual meeting of stockholders to be held in 2011.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

FINANCIAL STATEMENTS:

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets at December 31, 2010 and 2009	F-2
Consolidated Statements of Income for the years ended December 31, 2010, 2009 and 2008	F-3
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2010, 2009 and 2008	F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008	F-7
Notes to Consolidated Financial Statements	F-8

SCHEDULE:

II. Valuation and Qualifying Accounts for the years ended December 31, 2010, 2009 and 2008 F-37

All other financial statement schedules not listed have been omitted because they are not applicable or not required, or because the required information is included in the consolidated financial statements or notes thereto.

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EXHIBITS:

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of Silgan Holdings Inc. (incorporated by reference to Exhibit 3.1 filed with our Current Report on Form 8-K, dated June 13, 2006, Commission File No. 000-22117).
3.2	Amendment to the Amended and Restated Certificate of Incorporation of Silgan Holdings Inc. to amend the stockholder voting standard (incorporated by reference to Exhibit 3.1 filed with our Current Report on Form 8-K, dated June 11, 2010, Commission File No. 000-22117).
3.3	Amendment to the Amended and Restated Certificate of Incorporation of Silgan Holdings Inc. to increase the number of authorized shares of our common stock (incorporated by reference to Exhibit 3.2 filed with our Current Report on Form 8-K, dated June 11, 2010, Commission File No. 000-22117).
3.4	Amended and Restated By-laws of Silgan Holdings Inc. (incorporated by reference to Exhibit 3.2 filed with our Current Report on Form 8-K, dated June 13, 2006, Commission File No. 000-22117).
3.5	First Amendment to Amended and Restated By-laws of Silgan Holdings Inc. (incorporated by reference to Exhibit 3.3 filed with our Annual Report on Form 10-K for the year ended December 31, 2007, Commission File No. 000-22117).
4.1	Indenture dated as of May 12, 2009 between Silgan Holdings Inc. and U.S. Bank National Association, as trustee, with respect to the 7 1/4% Senior Notes due 2016 (incorporated by reference to Exhibit 4.1 filed with our Current Report on Form 8-K, dated May 13, 2009, Commission File No. 000-22117).
4.2	Form of Silgan Holdings Inc. 7 1/4% Senior Notes due 2016 (incorporated by reference to Exhibit 4.2 filed with our Registration Statement on Form S-4, dated September 10, 2009, Registration Statement No. 333-161837).
4.3	Registration Rights Agreement dated May 12, 2009 between Silgan Holdings Inc. and Banc of America Securities LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. Incorporated (incorporated by reference to Exhibit 4.2 filed with our Current Report on Form 8-K, dated May 13, 2009, Commission File No. 000-22117).
10.1	Amended and Restated Stockholders Agreement, dated as of November 6, 2001, among R. Philip Silver, D. Greg Horrigan and Silgan Holdings Inc. (incorporated by reference to Exhibit 10.1 filed with our Annual Report on Form 10-K for the year ended December 31, 2001, Commission File No. 000-22117).
10.2	Stock Purchase Agreement dated as of October 7, 2010, by and among Silgan Holdings Inc., R. Philip Silver and D. Greg Horrigan (incorporated by reference to Exhibit 10.1 filed with our Current Report on Form 8-K, dated October 7, 2010, Commission File No. 000-22117).
10.3	Credit Agreement, dated as of July 7, 2010, among Silgan Holdings Inc., Silgan Containers LLC, Silgan Plastics LLC, Silgan Containers Manufacturing Corporation, Silgan Can Company, Silgan Plastics Canada Inc., each other revolving borrower party thereto from time to time, each other incremental term loan borrower party thereto from time to time, various lenders party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent, Deutsche Bank Securities Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and Joint Book Managers, Bank of America Securities LLC, as Syndication Agent, The Royal Bank of Scotland plc, Wells Fargo Bank, N.A. and BNP Paribas, as Co-Documentation Agents, and various lenders (incorporated by reference to Exhibit 10.1 filed with our Current Report on Form 8-K, dated July 13, 2010, Commission File No. 000-22117).

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Exhibit Number	Description
10.4	Purchase Agreement, dated as of June 1, 1998, by and among Campbell, Silgan Can Company and Silgan Containers (incorporated by reference to Exhibit 2 filed with our Current Report on Form 8-K dated June 15, 1998, Commission File No. 000-22117).
10.5	Purchase Agreement by and between Silgan Holdings Inc. and Amcor Limited dated as of February 22, 2006 (incorporated by reference to Exhibit 10.1 filed with our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006, Commission File No. 000-22117).
10.6	Amendment to Purchase Agreement, dated as of June 1, 2006, by and between Silgan Holdings Inc. and Amcor Limited (incorporated by reference to Exhibit 10.2 filed with our Current Report on Form 8-K, dated June 6, 2006, Commission File No. 000-22117).
10.7	Purchase Agreement dated May 5, 2009 among Silgan Holdings Inc. and Banc of America Securities LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. Incorporated, as representatives of the Initial Purchasers named therein (incorporated by reference to Exhibit 10.1 filed with our Current Report on Form 8-K, dated May 11, 2009, Commission File No. 000-22117).
+10.8	Employment Agreement, dated April 12, 2004, between Silgan Holdings Inc. and Anthony J. Allott (incorporated by reference to Exhibit 10 filed with our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, Commission File No. 000-22117).
+10.9	Employment Agreement dated June 30, 2004 between Silgan Holdings Inc. and Robert B. Lewis (incorporated by reference to Exhibit 10.12 filed with our Annual Report on Form 10-K for the year ended December 31, 2004, Commission File No. 000-22117).
+10.10	Employment Agreement dated October 1, 2007 between Silgan Holdings Inc. and Adam J. Greenlee (incorporated by reference to Exhibit 10.1 filed with our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009, Commission File No. 000-22117).
+10.11	Officer Agreement dated October 1, 2007 between Silgan Holdings Inc. and Adam J. Greenlee (incorporated by reference to Exhibit 10.2 filed with our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009, Commission File No. 000-22117).
*+10.12	Silgan Plastics Pension Plan for Salaried Employees, as Restated.
*+10.13	First Amendment to the Silgan Plastics Pension Plan for Salaried Employees, as Restated.
*+10.14	Silgan Containers Pension Plan for Salaried Employees.
*+10.15	First Amendment to the Silgan Containers Pension Plan for Salaried Employees.
+10.16	Silgan Holdings Inc. Fourth Amended and Restated 1989 Stock Option Plan (incorporated by reference to Exhibit 10.21 filed with our Annual Report on Form 10-K for the year ended December 31, 1996, Commission File No. 000-22117).
+10.17	Form of Silgan Holdings Nonstatutory Stock Option Agreement (incorporated by reference to Exhibit 10.22 filed with our Annual Report on Form 10-K for the year ended December 31, 1996, Commission File No. 000-22117).
+10.18	Silgan Holdings Inc. 2002 Non-Employee Directors Stock Option Plan (incorporated by reference to Exhibit 10.23 filed with our Annual Report on Form 10-K for the year ended December 31, 2002, Commission File No. 000-22117).
+10.19	Silgan Holdings Inc. Senior Executive Performance Plan (incorporated by reference to Exhibit 10.19 filed with our Annual Report on Form 10-K for the year ended December 31, 2003, Commission File No. 000-22117).

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+Exhibit Number	Description
+10.20	Amendment to Silgan Holdings Inc. Senior Executive Performance Plan (incorporated by reference to Exhibit 10.24 filed with our Annual Report on Form 10-K for the year ended December 31, 2006, Commission File No. 000-22117).
+10.21	Silgan Holdings Inc. 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.22 filed with our Annual Report on Form 10-K for the year ended December 31, 2004, Commission File No. 000-22117).
+10.22	Amendment to the Silgan Holdings Inc. 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.26 filed with our Annual Report on Form 10-K for the year ended December 31, 2006, Commission File No. 000-22117).
+10.23	Second Amendment to the Silgan Holdings Inc. 2004 Stock Incentive Plan (incorporated by reference to our Current Report on Form 8-K, dated May 29, 2009, Commission File No. 000-22117).
+10.24	Form of Option Agreement (Employee) under the Silgan Holdings Inc. 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.23 filed with our Annual Report on Form 10-K for the year ended December 31, 2004, Commission File No. 000-22117).
+10.25	Form of Restricted Stock Unit Agreement (Employee) under the Silgan Holdings Inc. 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.28 filed with our Annual Report on Form 10-K for the year ended December 31, 2006, Commission File No. 000-22117).
+10.26	Silgan Containers Corporation Supplemental Executive Retirement Plan, as amended (incorporated by reference to Exhibit 10.4 filed with our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009, Commission File No. 000-22117).
*+10.27	First Amendment to Silgan Containers Supplemental Executive Retirement Plan.
*+10.28	Second Amendment to Silgan Containers Supplemental Executive Retirement Plan.
*+10.29	Silgan Plastics Supplemental Savings and Pension Plan and Contributory Retirement Plan, 2000 Restatement, governing contributions made before January 1, 2005.
*+10.30	Silgan Plastics Supplemental Savings and Pension Plan and Contributory Retirement Plan, 2008 Restatement, governing contributions made after January 1, 2005.
*12	Computation of Ratio of Earnings to Fixed Charges for the years ended December 31, 2010, 2009, 2008, 2007 and 2006.
14	Code of Ethics applicable to Silgan Holdings’ principal executive officers, principal financial officer, principal accounting officer or controller or persons performing similar functions (incorporated by reference to Exhibit 14 filed with our Annual Report on Form 10-K for the year ended December 31, 2003, Commission File No. 000-22117).
*21	Subsidiaries of the Registrant.
*23	Consent of Ernst & Young LLP.
*31.1	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
*31.2	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
*32.1	Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
*32.2	Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
**101.INS	XBRL Instance Document.
**101.SCH	XRBL Taxonomy Extension Schema Document.
**101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.

53

Exhibit Number	Description
**101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
**101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
**101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

* Filed herewith.

** XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

+ Management contract or compensatory plan or arrangement.

54

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	SILGAN HOLDINGS INC.
Date: February 28, 2011	By:	/s/    Anthony J. Allott
		Anthony J. Allott
		President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/    R. Philip Silver (R. Philip Silver)	Co-Chairman of the Board	February 28, 2011
/s/    D. Greg Horrigan (D. Greg Horrigan)	Co-Chairman of the Board	February 28, 2011
/s/    John W. Alden (John W. Alden)	Director	February 28, 2011
/s/    Jeffrey C. Crowe (Jeffrey C. Crowe)	Director	February 28, 2011
/s/    William C. Jennings (William C. Jennings)	Director	February 28, 2011
/s/    Edward A. Lapekas (Edward A. Lapekas)	Director	February 28, 2011
/s/    Anthony J. Allott (Anthony J. Allott)	President and Chief Executive Officer and Director (Principal Executive Officer)	February 28, 2011
/s/    Robert B. Lewis (Robert B. Lewis)	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	February 28, 2011

55

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Silgan Holdings Inc.

We have audited the accompanying consolidated balance sheets of Silgan Holdings Inc. as of December 31, 2010 and 2009, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2010. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Silgan Holdings Inc. at December 31, 2010 and 2009, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Silgan Holdings Inc.’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2011 expressed an unqualified opinion thereon.

/s/    Ernst & Young LLP

Stamford, Connecticut

February 28, 2011

F-1

SILGAN HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS

December 31, 2010 and 2009

(Dollars in thousands, except per share data)

	2010			2009
Assets
Current assets:
Cash and cash equivalents	$	175,226		$	305,754
Trade accounts receivable, less allowances of $6,225 and $6,738, respectively		214,443			196,573
Inventories		438,536			387,214
Prepaid expenses and other current assets		36,290			24,685
Total current assets		864,495			914,226
Property, plant and equipment, net		849,720			882,310
Goodwill		324,763			303,695
Other intangible assets, net		72,054			56,152
Other assets, net		64,986			57,971
	$	2,176,018		$	2,214,354
Liabilities and Stockholders’ Equity
Current liabilities:
Revolving loans and current portion of long-term debt	$	13,949		$	26,067
Trade accounts payable		288,858			277,809
Accrued payroll and related costs		68,387			65,142
Accrued liabilities		52,914			55,318
Total current liabilities		424,108			424,336
Long-term debt		890,725			773,347
Other liabilities		307,586			330,909
Commitments and contingencies
Stockholders’ equity:
Common stock ($0.01 par value per share; 200,000,000 and 100,000,000 shares authorized, 87,302,355 and 43,499,548 shares issued and 69,875,873 and 38,283,852 shares outstanding, respectively)		873			435
Paid-in capital		183,524			173,176
Retained earnings		740,923			628,234
Accumulated other comprehensive loss		(63,026	)		(55,601	)
Treasury stock at cost (17,426,482 and 5,215,696 shares, respectively)		(308,695	)		(60,482	)
Total stockholders’ equity		553,599			685,762
	$	2,176,018		$	2,214,354

See notes to consolidated financial statements.

F-2

SILGAN HOLDINGS INC.

CONSOLIDATED STATEMENTS OF INCOME

For the years ended December 31, 2010, 2009 and 2008

(Dollars in thousands, except per share data)

	2010		2009		2008
Net sales	$	3,071,545	$	3,066,759	$	3,120,992
Cost of goods sold		2,599,116		2,605,629		2,694,441
Gross profit		472,429		461,130		426,551
Selling, general and administrative expenses		166,896		161,041		160,637
Rationalization charges		22,214		1,491		12,180
Income from operations		283,319		298,598		253,734
Interest and other debt expense before loss on early extinguishment of debt		54,091		49,744		60,160
Loss on early extinguishment of debt		7,548		1,255		—
Interest and other debt expense		61,639		50,999		60,160
Income before income taxes		221,680		247,599		193,574
Provision for income taxes		77,034		88,190		68,582
Net income	$	144,646	$	159,409	$	124,992
Basic net income per share (a)	$	1.91	$	2.09	$	1.65
Diluted net income per share (a)	$	1.89	$	2.07	$	1.63
Dividends per share (a)	$	0.42	$	0.38	$	0.34

(a) Per share amounts for 2009 and 2008 have been retroactively adjusted for the two-for-one stock split discussed in Note 1.

See notes to consolidated financial statements.

F-3

SILGAN HOLDINGS INC.

CONSOLIDATED STATEMENTS OF

STOCKHOLDERS’ EQUITY

For the years ended December 31, 2010, 2009 and 2008

(Dollars and shares in thousands)

	Common Stock				Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Treasury Stock			Total Stockholders’ Equity
	Shares Outstanding		Par Value
Balance at January 1, 2008		37,740	$	430	$	152,629		$	399,188		$	15,064		$	(60,148	)	$	507,163
Comprehensive income:
Net income		—		—		—			124,992			—			—			124,992
Changes in net prior service credit and actuarial losses, net of tax benefit of $40,399		—		—		—			—			(61,506	)		—			(61,506	)
Change in fair value of derivatives, net of tax benefit of $6,367		—		—		—			—			(8,999	)		—			(8,999	)
Foreign currency translation, net of tax provision of $4,039		—		—		—			—			(20,420	)		—			(20,420	)
Comprehensive income																		34,067
Dividends declared on common stock		—		—		—			(26,003	)		—			—			(26,003	)
Stock compensation expense		—		—		3,675			—			—			—			3,675
Stock option exercises, including tax benefit of $3,752		247		3		6,724			—			—			—			6,727
Net issuance of treasury stock for vested restricted stock units, including tax benefit of $296		39		—		(460	)		—			—			(146	)		(606	)
Balance at December 31, 2008		38,026	$	433	$	162,568		$	498,177		$	(75,861	)	$	(60,294	)	$	525,023

(Continued)

F-4

SILGAN HOLDINGS INC.

CONSOLIDATED STATEMENTS OF

STOCKHOLDERS’ EQUITY

For the years ended December 31, 2010, 2009 and 2008

(Dollars and shares in thousands)

					Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Treasury Stock			Total Stockholders’ Equity
	Common Stock
	Shares Outstanding		Par Value
Balance at December 31, 2008		38,026	$	433	$	162,568		$	498,177		$	(75,861	)	$	(60,294	)	$	525,023
Comprehensive income:
Net income		—		—		—			159,409			—			—			159,409
Changes in net prior service credit and actuarial losses, net of tax provision of $8,435		—		—		—			—			11,099			—			11,099
Change in fair value of derivatives, net of tax benefit of $664		—		—		—			—			(735	)		—			(735	)
Foreign currency translation, net of tax provision of $1,272		—		—		—			—			9,896			—			9,896
Comprehensive income																		179,669
Dividends declared on common stock		—		—		—			(29,352	)		—			—			(29,352	)
Stock compensation expense		—		—		4,910			—			—			—			4,910
Stock option exercises, including tax benefit of $3,413		211		2		6,340			—			—			—			6,342
Net issuance of treasury stock for vested restricted stock units, including tax benefit of $282		47		—		(642	)		—			—			(188	)		(830	)
Balance at December 31, 2009		38,284	$	435	$	173,176		$	628,234		$	(55,601	)	$	(60,482	)	$	685,762

(Continued)

F-5

SILGAN HOLDINGS INC.

CONSOLIDATED STATEMENTS OF

STOCKHOLDERS’ EQUITY

For the years ended December 31, 2010, 2009 and 2008

(Dollars and shares in thousands)

						Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Treasury Stock			Total Stockholders’ Equity
	Common Stock
	Shares Outstanding			Par Value
Balance at December 31, 2009		38,284		$	435	$	173,176		$	628,234		$	(55,601	)	$	(60,482	)	$	685,762
Comprehensive income:
Net income		—			—		—			144,646			—			—			144,646
Changes in net prior service credit and actuarial losses, net of tax benefit of $654		—			—		—			—			(3,809	)		—			(3,809	)
Change in fair value of derivatives, net of tax provision of $882		—			—		—			—			1,200			—			1,200
Foreign currency translation, net of tax provision of $6,248		—			—		—			—			(4,816	)		—			(4,816	)
Comprehensive income																			137,221
Dividends declared on common stock		—			—		—			(31,957	)		—			—			(31,957	)
Stock compensation expense		—			—		5,837			—			—			—			5,837
Stock option exercises, including tax benefit of $2,952		300			3		5,621			—			—			—			5,624
Net issuance of treasury stock for vested restricted stock units, including tax benefit of $408		67			—		(675	)		—			—			(388	)		(1,063	)
Repurchases of common stock		(7,107	)		—		—			—			—			(247,825	)		(247,825	)
Two-for-one stock split, net of treasury shares of 5,171		38,332			435		(435	)		—			—			—			—
Balance at December 31, 2010		69,876		$	873	$	183,524		$	740,923		$	(63,026	)	$	(308,695	)	$	553,599

See notes to consolidated financial statements.

F-6

SILGAN HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2010, 2009 and 2008

(Dollars in thousands)

	2010			2009			2008
Cash flows provided by (used in) operating activities:
Net income	$	144,646		$	159,409		$	124,992
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		142,949			145,265			143,964
Amortization of debt issuance costs and discount		2,885			2,044			1,360
Rationalization charges		22,214			1,491			12,180
Loss on early extinguishment of debt		7,548			1,255			—
Deferred income tax provision		21,358			15,316			19,597
Excess tax benefit from stock-based compensation		(2,674	)		(2,922	)		(3,318	)
Other changes that provided (used) cash, net of effects from acquisitions:
Trade accounts receivable, net		(19,875	)		72,059			(49,538	)
Inventories		(51,800	)		(7,894	)		48,898
Trade accounts payable		4,342			(62,547	)		66,464
Accrued liabilities		(12,101	)		821			(7,798	)
Contributions to domestic pension benefit plans		(92,287	)		(43,423	)		(9,836	)
Other, net		20,110			41,900			(1,559	)
Net cash provided by operating activities		187,315			322,774			345,406
Cash flows provided by (used in) investing activities:
Purchase of businesses, net of cash acquired		(47,946	)		—			(14,542	)
Capital expenditures		(105,395	)		(99,584	)		(122,902	)
Proceeds from asset sales		1,571			2,892			1,732
Net cash used in investing activities		(151,770	)		(96,692	)		(135,712	)
Cash flows provided by (used in) financing activities:
Borrowings under revolving loans		314,179			339,681			858,535
Repayments under revolving loans		(313,518	)		(356,494	)		(855,569	)
Changes in outstanding checks – principally vendors		7,220			40,932			(41,785	)
Proceeds from issuance of long-term debt		634,386			243,200			10,838
Repayments of long-term debt		(520,725	)		(320,695	)		(94,036	)
Debt issuance costs		(11,708	)		(5,345	)		—
Dividends paid on common stock		(31,957	)		(29,352	)		(26,003	)
Excess tax benefit from stock-based compensation		2,674			2,922			3,318
Proceeds from stock option exercises		2,672			2,929			2,975
Repurchases of treasury shares		(1,471	)		(1,112	)		(902	)
Repurchases of common stock under share repurchase authorization		(247,825	)		—			—
Net cash used in financing activities		(166,073	)		(83,334	)		(142,629	)
Cash and cash equivalents:
Net (decrease) increase		(130,528	)		142,748			67,065
Balance at beginning of year		305,754			163,006			95,941
Balance at end of year	$	175,226		$	305,754		$	163,006
Interest paid, net	$	53,785		$	42,025		$	60,223
Income taxes paid, net of refunds		59,255			71,244			51,130

See notes to consolidated financial statements.

F-7

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business. Silgan Holdings Inc., or Silgan, and its subsidiaries conduct business in three market segments: metal food containers, closures and plastic containers. Our metal food container business is engaged in the manufacture and sale of steel and aluminum containers for human and pet foods. Our closures business manufactures and sells metal, composite and plastic vacuum closures for food and beverage products and plastic closures for the dairy and juice markets. Our plastic container business manufactures and sells custom designed plastic containers, tubes and closures for personal care, health care, pharmaceutical, household and industrial chemical, food, pet care, agricultural chemical, automotive and marine chemical products. Our metal food and plastic container businesses are based in North America. Our closures business has operating facilities in North and South America, Europe and Asia.

Basis of Presentation. The consolidated financial statements include the accounts of Silgan and our subsidiaries. Newly acquired subsidiaries have been included in the consolidated financial statements from their dates of acquisition. All significant intercompany transactions have been eliminated. The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates.

Generally, our subsidiaries that operate outside the United States use their local currency as the functional currency. The principal functional currencies for our foreign operations are the Euro and the Canadian dollar. Balance sheet accounts of our foreign subsidiaries are translated at exchange rates in effect at the balance sheet date, while revenue and expense accounts are translated at average rates prevailing during the year. Translation adjustments are reported as a component of accumulated other comprehensive (loss) income. Gains or losses resulting from transactions denominated in foreign currencies that are not designated as a hedge are included in selling, general and administrative expenses in our Consolidated Statements of Income.

Certain prior years’ amounts have been reclassified to conform with the current year’s presentation.

Stock Split. On March 29, 2010, our Board of Directors declared a two-for-one stock split of our issued common stock. The stock split was effected on May 3, 2010 in the form of a stock dividend. Stockholders of record at the close of business on April 20, 2010 were issued one additional share of common stock for each share of common stock held by them on that date. Information pertaining to the number of shares outstanding, per share amounts and stock compensation has been retroactively adjusted in the accompanying financial statements and related footnotes to reflect this stock split for all periods presented, except for the Consolidated Balance Sheets and Consolidated Statements of Stockholders’ Equity. Stockholders’ equity reflects the stock split by reclassifying from paid-in capital to common stock an amount equal to the par value of the additional shares issued as a result of the stock split.

Cash and Cash Equivalents. Cash equivalents represent short-term, highly liquid investments which are readily convertible to cash and have maturities of three months or less at the time of purchase. As a result of our cash management system, checks issued for payment may create negative book balances. Checks outstanding in excess of related book balances totaling $112.0 million at December 31, 2010 and $104.8 million at December 31, 2009 are included in trade accounts payable in our Consolidated Balance Sheets. Changes in outstanding checks are included in financing activities in our Consolidated Statements of Cash Flows to treat them as, in substance, cash advances.

F-8

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

Inventories. Inventories are valued at the lower of cost or market (net realizable value). Cost for domestic inventories for our metal food container and closures businesses is principally determined on the last-in, first-out basis, or LIFO. Cost for inventories for our plastic container business is principally determined on the first-in, first-out basis, or FIFO. Cost for foreign inventories for our closures business is principally determined on the average cost method.

Property, Plant and Equipment, Net. Property, plant and equipment, net is stated at historical cost less accumulated depreciation. Major renewals and betterments that extend the life of an asset are capitalized and repairs and maintenance expenditures are charged to expense as incurred. Design and development costs for molds, dies and other tools that we do not own and that will be used to produce products that will be sold under long-term supply arrangements are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of depreciable assets. The principal estimated useful lives are 35 years for buildings and range between 3 to 18 years for machinery and equipment. Leasehold improvements are amortized over the shorter of the life of the related asset or the life of the lease.

Interest incurred on amounts borrowed in connection with the installation of major machinery and equipment acquisitions is capitalized. Capitalized interest of $0.8 million, $0.4 million and $2.0 million in 2010, 2009 and 2008, respectively, was recorded as part of the cost of the assets to which it relates and is amortized over the assets’ estimated useful life.

Goodwill and Other Intangible Assets, Net. Our reporting units are the same as our business segments. We review goodwill and other indefinite-lived intangible assets for impairment as of July 1 of each year and more frequently if circumstances indicate a possible impairment. We determined that goodwill and other indefinite-lived intangible assets were not impaired in our annual assessment performed during the third quarter. See Note 7 for further information.

Impairment of Long-Lived Assets. We assess long-lived assets, including intangible assets with definite lives, for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable. An impairment exists if the estimate of future undiscounted cash flows generated by the assets is less than the carrying value of the assets. If impairment is determined to exist, any related impairment loss is then measured by comparing the fair value of the assets to their carrying amount.

Hedging Instruments. All derivative financial instruments are recorded in the Consolidated Balance Sheets at their fair values. Changes in fair values of derivatives are recorded in each period in earnings or comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction.

We utilize certain derivative financial instruments to manage a portion of our interest rate and natural gas cost exposures. We do not engage in trading or other speculative uses of these financial instruments. For a financial instrument to qualify as a hedge, we must be exposed to interest rate or price risk, and the financial instrument must reduce the exposure and be designated as a hedge. Financial instruments qualifying for hedge accounting must maintain a high correlation between the hedging instrument and the item being hedged, both at inception and throughout the hedged period.

F-9

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

We utilize certain internal hedging strategies to minimize our foreign currency exchange rate risk. Net investment hedges that qualify for hedge accounting result in the recognition of foreign currency gains or losses, net of tax, in accumulated other comprehensive (loss) income. We generally do not utilize external derivative financial instruments to manage our foreign currency exchange rate risk.

Income Taxes. We account for income taxes using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of enactment of such change. No provision is made for U.S. income taxes applicable to undistributed earnings of foreign subsidiaries that are indefinitely reinvested.

Revenue Recognition. Revenues are recognized when goods are shipped and the title and risk of loss pass to the customer. For those sites where we operate within the customer’s facilities, title and risk of loss pass to the customer upon delivery of product to clearly delineated areas within the common facility, at which time we recognize revenues. Shipping and handling fees and costs incurred in connection with products sold are recorded in cost of goods sold in our Consolidated Statements of Income.

Stock-Based Compensation. We currently have one stock-based compensation plan in effect, which plan replaced two previous plans under which stock options are still outstanding. Under our current stock-based compensation plan, we have issued stock options and restricted stock units to our officers, other key employees and outside directors. A restricted stock unit represents the right to receive one share of our common stock at a future date. Unvested restricted stock units that have been issued do not have voting rights and may not be disposed of or transferred during the vesting period.

NOTE 2. ACQUISITION

In November 2010, we acquired all of the outstanding common stock and other equity interests of IPEC Global, Inc., or IPEC, a leading plastic closure manufacturer serving primarily the North American dairy and juice markets. The purchase price of $51.8 million, net of cash acquired, was primarily funded with cash on hand. Contingent consideration with an acquisition date fair value of $2.5 million is payable in 2012 subject to certain performance criteria for the year ended December 31, 2011. We applied the acquisition method of accounting and recognized assets acquired and liabilities assumed at fair value as of the acquisition date. We recognized goodwill of $27.1 million and a customer relationship intangible asset of $19.0 million. IPEC’s results of operations were included in our closures business since the acquisition date, and were not significant since such date.

NOTE 3. RATIONALIZATION CHARGES

2010 RATIONALIZATION PLANS

In February 2010, we announced a plan to exit our Port Clinton, Ohio plastic container manufacturing facility. Our plan included the termination of approximately 150 employees and other related plant exit costs. The total estimated costs for the rationalization of this facility of $4.4 million consist of $1.4 million for employee severance and benefits, $1.5 million for plant exit costs and $1.5 million for the non-cash write-down in carrying value of assets. We recognized a total of $3.4 million of costs in 2010, which consisted of

F-10

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

$1.4 million of employee severance and benefits, $0.5 million of plant exit costs and $1.5 million for the non-cash write-down in carrying value of assets. Cash payments of $1.6 million were paid in 2010. Remaining expenses and cash expenditures of $1.0 million and $1.3 million, respectively, are expected primarily in 2011.

In November 2010, we announced to employees plans to reduce costs in our closures manufacturing facility in Germany. Our plan included the termination of approximately 75 employees, with total estimated costs of $10.0 million for employee severance and benefits. We recognized $9.1 million of these costs and made cash payments of $0.3 million in 2010. Remaining expenses and cash expenditures of $0.9 million and $9.7 million, respectively, are expected primarily in 2011.

In November 2010, we announced to employees plans to consolidate various administrative positions in the U.S. and Canadian corporate offices of our plastic container business through the termination of approximately 30 employees, with total estimated costs of $2.3 million for employee severance and benefits. We recognized $1.8 million of these costs and made cash payments of $0.3 million in 2010. Remaining expenses and cash expenditures of $0.5 million and $2.0 million, respectively, are expected primarily in 2011.

In November 2010, we announced to employees a plan to exit one of our Woodstock, Illinois plastic container manufacturing facilities. Our plan included the termination of approximately 50 employees, the consolidation of certain operations into existing facilities and the elimination of the remaining operations and the exit of the facility. The total estimated costs for the rationalization of this facility of $13.9 million consist of $6.8 million for the non-cash write-down in carrying value of assets, $6.2 million of plant exit costs and $0.9 million for employee severance and benefits. We recognized a total of $7.1 million of costs in 2010, which consisted of $6.8 million for the non-cash write-down in carrying value of assets and $0.3 million for employee severance and benefits. Cash payments of $0.1 million were paid in 2010. Remaining expenses and cash expenditures of $6.8 million and $7.0 million, respectively, are expected primarily in 2012 and thereafter.

Activity in our 2010 rationalization plan reserves is summarized as follows:

	Employee Severance and Benefits			Plant Exit Costs			Non-Cash Asset Write-Down			Total
Established in 2010	$	12,641		$	542		$	8,256		$	21,439
Utilized in 2010		(1,812	)		(542	)		(8,256	)		(10,610	)
Balance at December 31, 2010	$	10,829		$	—		$	—		$	10,829

The non-cash asset write-down totaling $8.3 million related to our 2010 rationalization plans was the result of comparing the carrying value of certain production related equipment to their fair value using estimated future undiscounted cash flows, a level 3 fair value measurement (as defined in Note 9).

2009 RATIONALIZATION PLAN

In 2009, we approved a plan to reduce costs at our closures manufacturing facility in Germany, which plan included the termination of 14 employees. Total costs related to this plan of $1.3 million for employee severance and benefit costs were primarily recognized in 2009. Cash payments of $0.1 million and $1.1 million were paid in 2010 and 2009, respectively. Remaining cash payments of $0.1 million are expected to be paid in 2011.

F-11

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

2008 RATIONALIZATION PLANS

In 2008, as part of our ongoing effort to streamline operations and reduce costs, we approved plans to close our metal food container manufacturing facility in Tarrant, Alabama, our plastic container manufacturing facility in Richmond, Virginia and our closures manufacturing facility in Turkey and to consolidate various administrative positions within our European closures operations. Total costs of $10.9 million consisted of cash costs of $7.7 million and non-cash costs of $3.2 million and were primarily recognized and expended in 2008. We have ceased operations in each of these manufacturing facilities. Remaining cash expenditures related to the European closure operations of $0.3 million are expected in 2011.

2006 RATIONALIZATION PLANS

As of December 31, 2009, we had remaining cash payments of $3.1 million for employee severance and benefits related to one of our rationalization plans announced in 2006. During 2010, we recognized an additional $0.7 million for employee severance and benefits and made a cash payment of $3.8 million related to such plan. All cash for our 2006 rationalization plans has been expended.

SUMMARY

Rationalization charges for the years ended December 31 are summarized as follows:

	2010		2009		2008
	(Dollars in thousands)
2010 Rationalization plans	$	21,439	$	—	$	—
2009 Rationalization plan		81		1,242		—
2008 Rationalization plans		—		187		10,703
2006 Rationalization plans		694		—		1,477
2001 Rationalization plan		—		62		—
	$	22,214	$	1,491	$	12,180

At December 31, rationalization reserves were included in our Consolidated Balance Sheets as follows:

	2010		2009
	(Dollars in thousands)
Accrued liabilities	$	11,273	$	867
Other liabilities		—		2,678
	$	11,273	$	3,545

F-12

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

NOTE 4. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

Accumulated other comprehensive (loss) income is reported in our Consolidated Statements of Stockholders’ Equity. Amounts included in accumulated other comprehensive (loss) income, net of tax, at December 31 are as follows:

	2010			2009
	(Dollars in thousands)
Foreign currency translation	$	17,276		$	22,092
Change in fair value of derivatives		(6,695	)		(7,895	)
Unrecognized net periodic pension and other postretirement benefit costs:
Net prior service credit		6,391			6,797
Net actuarial loss		(79,998	)		(76,595	)
Accumulated other comprehensive loss	$	(63,026	)	$	(55,601	)

The amount reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive (loss) income for the years ended December 31, 2010, 2009 and 2008 was net (loss) income of $(5.1) million, $(6.2) million and $0.3 million, respectively.

We estimate that we will reclassify $2.6 million of losses, net of income taxes, of the change in fair value of derivatives component of accumulated other comprehensive (loss) income to earnings during the next twelve months. The actual amount that will be reclassified to earnings will vary from this amount as a result of changes in market conditions. See Note 9 which includes a discussion of derivative instruments and hedging activities.

Amounts expected to be recognized as components of net periodic benefit costs in our Consolidated Statement of Income for the year ended December 31, 2011 are $5.3 million and $(0.3) million, net of income taxes, for the net actuarial loss and net prior service credit, respectively, related to our pension and other postretirement benefit plans. See Note 11 for further discussion.

NOTE 5. INVENTORIES

The components of inventories at December 31 are as follows:

	2010			2009
	(Dollars in thousands)
Raw materials	$	133,594		$	100,578
Work-in-process		83,375			82,402
Finished goods		276,578			268,804
Other		13,938			14,334
		507,485			466,118
Adjustment to value inventory at cost on the LIFO method		(68,949	)		(78,904	)
	$	438,536		$	387,214

Inventories include $75.2 million and $68.6 million recorded on the FIFO method at December 31, 2010 and 2009, respectively, and $53.8 million and $65.1 million recorded on the average cost method at December 31, 2010 and 2009, respectively.

F-13

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

NOTE 6. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net at December 31 is as follows:

	2010			2009
	(Dollars in thousands)
Land	$	11,065		$	11,357
Buildings and improvements		241,498			229,155
Machinery and equipment		1,940,579			1,906,596
Construction in progress		63,409			39,412
		2,256,551			2,186,520
Accumulated depreciation		(1,406,831	)		(1,304,210	)
	$	849,720		$	882,310

NOTE 7. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Changes in the carrying amount of goodwill are as follows:

	Metal Food Containers		Closures			Plastic Containers		Total
	(Dollars in thousands)
Balance at December 31, 2008	$	56,888	$	131,895		$	111,665	$	300,448
Currency translation		—		766			2,481		3,247
Balance at December 31, 2009		56,888		132,661			114,146		303,695
Acquisition of IPEC		—		27,135			—		27,135
Currency translation		—		(6,892	)		825		(6,067	)
Balance at December 31, 2010	$	56,888	$	152,904		$	114,971	$	324,763

The components of other intangible assets, net at December 31 are as follows:

	2010					2009
	Gross Amount		Accumulated Amortization			Gross Amount		Accumulated Amortization
	(Dollars in thousands)
Definite-lived intangibles:
Customer relationships	$	42,528	$	(5,205	)	$	23,428	$	(3,864	)
Other		11,652		(9,061	)		11,634		(7,186	)
		54,180		(14,266	)		35,062		(11,050	)
Indefinite-lived intangibles:
Trade names		32,140		—			32,140		—
	$	86,320	$	(14,266	)	$	67,202	$	(11,050	)

Amortization expense in 2010, 2009 and 2008 was $3.2 million, $3.0 million and $3.1 million, respectively. Amortization expense is expected to be $4.1 million in each of 2011 and 2012, $2.9 million in 2013 and $2.2 million in each of 2014 and 2015. Certain definite-lived intangibles fluctuated due to changes in foreign currency exchange rates. Customer relationships have a weighted average life of 19.6 years. Other definite-lived intangibles consist primarily of intellectual property and have a weighted average life of 5.8 years.

In connection with the acquisition of IPEC as discussed in Note 2, we recognized a customer relationship intangible asset of $19.0 million.

F-14

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

NOTE 8. LONG-TERM DEBT

Long-term debt at December 31 is as follows:

	2010		2009
	(Dollars in thousands)
Bank debt:
Bank revolving loans	$	—	$	—
U.S. term loans		400,000		81,765
Canadian term loans		81,000		77,404
Euro term loans		165,313		182,530
Other foreign bank revolving and term loans		13,949		14,067
Total bank debt		660,262		355,766
7 1/4% Senior Notes, net of unamortized discount		244,412		243,648
6 3/4% Senior Subordinated Notes		—		200,000
Total debt		904,674		799,414
Less current portion		13,949		26,067
	$	890,725	$	773,347

The aggregate annual maturities of our debt (non-U.S. dollar debt has been translated into U.S. dollars at exchange rates in effect at the balance sheet date) are as follows (dollars in thousands):

2011	$	13,949
2012		96,947
2013		96,947
2014		129,262
2015		129,262
Thereafter		443,895
	$	910,262

BANK CREDIT AGREEMENT

On July 7, 2010, we completed the refinancing of our previous senior secured credit facility by entering into a new $1.4 billion senior secured credit facility, or the Credit Agreement. The Credit Agreement provides us with term loans and revolving loans. The term loans, or the Term Loans, consist of $400 million of U.S. term loans, Cdn $81 million of Canadian term loans and €125 million of Euro term loans. The revolving loans, or the Revolving Loans, consist of a $790 million multicurrency revolving loan facility and a Cdn $10 million Canadian revolving loan facility. The Credit Agreement also provides us with an uncommitted multicurrency incremental loan facility for up to an additional $450 million, which may be used to finance acquisitions and for other permitted purposes.

F-15

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

All amounts owing under our previous senior secured credit facility were repaid on July 7, 2010 with proceeds from the Credit Agreement. As a result of the refinancing of our previous senior secured facility, we recorded a pre-tax charge of $4.5 million for the loss on early extinguishment of debt.

At December 31, 2010, we had term loan borrowings outstanding under the Credit Agreement of $400.0 million, Cdn $81.0 million and €125.0 million, totaling U.S. denominated $646.3 million. At December 31, 2009, we had term loan borrowings outstanding under our previous senior secured credit facility of $81.8 million, Cdn $81.0 million and €126.8 million, totaling U.S. denominated $341.7 million.

Our Term Loans mature on July 7, 2016. Principal on our Term Loans is required to be repaid in scheduled annual installments as provided in the Credit Agreement beginning in 2012. The Credit Agreement requires us to prepay the Term Loans with proceeds received from certain assets sales and, under certain circumstances, with 50 percent of our excess cash flow. The mandatory repayment provisions are no more restrictive in the aggregate than under our previous senior secured credit facility. Generally, mandatory repayments of Term Loans are allocated pro rata to each of the Term Loans and applied first to the scheduled amortization payments in the year of such prepayments and, to the extent in excess thereof, pro rata to the remaining installments of the Term Loans. Voluntary prepayments of Term Loans may be applied to any tranche of Term Loans at our discretion and are applied first to the scheduled amortization payments in the year of such prepayment and, to the extent in excess thereof, pro rata to the remaining installments. Amounts repaid under the Term Loans may not be reborrowed.

The Credit Agreement provides us with up to $790 million and Cdn $10 million of Revolving Loans. Amounts outstanding under the revolving loan facilities incur interest at the same rates as the U.S. Term Loans in the case of U.S. dollar denominated Revolving Loans and as the Canadian Term Loans in the case of Canadian dollar denominated Revolving Loans. Euro denominated Revolving Loans would incur interest at the applicable Euribor rate plus the applicable margin, while Revolving Loans in Pounds Sterling would incur interest at the applicable British Bankers Association Interest Settlement Rate plus the applicable margin. Revolving Loans may be used for working capital needs and other general corporate purposes, including acquisitions, dividends, stock repurchases and refinancing of other debt. Revolving Loans may be borrowed, repaid and reborrowed over the life of the Credit Agreement until their final maturity on July 7, 2015. At December 31, 2010 and 2009, there were no revolving loans outstanding under our respective credit facilities. After taking into account letters of credit of $32.4 million, borrowings available under the revolving loan facilities of the Credit Agreement were $757.6 million and Cdn $10.0 million on December 31, 2010.

Under the Credit Agreement, the interest rate for U.S. term loans will be either LIBOR or the base rate under the Credit Agreement plus a margin, the interest rate for Canadian term loans will be either the Bankers’ Acceptance discount rate or the Canadian prime rate under the Credit Agreement plus a margin and the interest rate for Euro term loans will be the Euribor rate under the Credit Agreement plus a margin. At December 31, 2010, the margin for Term Loans and Revolving Loans maintained as LIBOR, Euribor or Bankers’ Acceptance loans was 2.25 percent and the margin for Term Loans and Revolving Loans maintained as base rate or Canadian prime rate loans was 1.25 percent. In accordance with the Credit Agreement, the interest rate margin on all loans will be reset quarterly based upon our Total Leverage Ratio, as defined in the Credit Agreement, and our corporate credit rating from certain rating agencies as provided in the Credit Agreement. As of December 31, 2010, the interest rates on U.S term loans, Canadian term loans and Euro term loans were 2.55 percent, 3.65 percent and 3.28 percent, respectively.

F-16

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

The Credit Agreement provides for the payment of a commitment fee ranging from 0.375 percent to 0.50 percent per annum on the daily average unused portion of commitments available under the revolving loan facilities (0.50 percent at December 31, 2010). The commitment fee is reset quarterly based on our Total Leverage Ratio and our corporate credit rating from certain rating agencies as provided in the Credit Agreement.

We may utilize up to a maximum of $100 million of our multicurrency revolving loan facility under the Credit Agreement for letters of credit as long as the aggregate amount of borrowings of Revolving Loans and letters of credit do not exceed the amount of the commitment under such multicurrency revolving loan facility. The Credit Agreement provides for payment to the applicable lenders of a letter of credit fee equal to the applicable margin in effect for Revolving Loans and to the issuers of letters of credit of a facing fee of the greater of (x) $500 per annum and (y) 0.25 percent per annum, calculated on the aggregate stated amount of all letters of credit for their stated duration.

For 2010, 2009 and 2008, the weighted average annual interest rate paid on term loans was 2.4 percent, 2.2 percent and 5.1 percent, respectively; and the weighted average annual interest rate paid on revolving loans was 1.5 percent, 1.4 percent and 4.1 percent, respectively. We have entered into interest rate swap agreements to convert interest rate exposure from variable rates to fixed rates of interest. For 2010, 2009 and 2008, the weighted average interest rate paid on term loans after consideration of our interest rate swap agreements was 3.9 percent, 3.8 percent and 5.0 percent, respectively. See Note 9 which includes a discussion of our interest rate swap agreements.

Pursuant to the Credit Agreement, we also have a $450 million multicurrency uncommitted incremental loan facility, of which all of it may be borrowed in the form of term loans or revolving loans, not to exceed $450 million in the aggregate. The uncommitted multicurrency incremental loan facility provides, among other things, that any incremental term loan borrowing shall be denominated in a single currency, either U.S. dollars or certain foreign currencies; have a maturity date no earlier than the maturity date for the Term Loans; and be used for working capital and general corporate purposes, including to finance acquisitions, to refinance any indebtedness assumed as part of such acquisitions, to pay dividends, to repurchase common stock, to refinance or repurchase debt as permitted and to repay outstanding Revolving Loans.

The indebtedness under the Credit Agreement is guaranteed by Silgan and certain of its U.S. and Canadian subsidiaries. The stock of certain of our U.S. subsidiaries has also been pledged as security to the lenders under the Credit Agreement. At December 31, 2010, we had assets of a U.S. Subsidiary of $98.2 million which were restricted and could not be transferred to Silgan or any other subsidiary of Silgan. The Credit Agreement contains certain financial and operating covenants which limit, subject to certain exceptions, among other things, our ability to incur additional indebtedness; create liens; consolidate, merge or sell assets; make certain advances, investments or loans; enter into certain transactions with affiliates; engage in any business other than the packaging business; pay dividends; and repurchase stock. In addition, we are required to meet specified financial covenants consisting of Interest Coverage and Total Leverage Ratios, each as defined in the Credit Agreement. We are currently in compliance with all covenants under the Credit Agreement.

Because we sell metal containers used in the fruit and vegetable packing process, we have seasonal sales. As is common in the industry, we must utilize working capital to build inventory and then carry accounts receivable for some customers beyond the packing season. Due to our seasonal requirements, which generally peak sometime in the summer or early fall, we may incur short-term indebtedness to

F-17

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

finance our working capital requirements. In recent years, our incremental peak seasonal working capital requirements were approximately $300 million, which were funded through a combination of revolving loans under our respective credit facilities and cash on hand. For 2010, 2009 and 2008, the average amount of revolving loans outstanding under our respective credit facilities, including seasonal borrowings, was $24.4 million, $89.8 million and $198.2 million, respectively.

OTHER FOREIGN BANK REVOLVING AND TERM LOANS

We have certain other bank revolving and term loans outstanding in foreign countries. At December 31, 2010, these bank revolving loans allow for total borrowings of up to $33.7 million (translated at exchange rates in effect at the balance sheet date), and all these loans bear interest at rates ranging from 1.6 percent to 9.4 percent. For 2010, 2009 and 2008, the weighted average annual interest rate paid on these loans was 3.1 percent, 5.5 percent and 5.9 percent, respectively.

7 ¹/4% SENIOR NOTES

In 2009, we issued $250 million aggregate principal amount of 7 ¹/4% Senior Notes, or the 7 ¹/4% Notes. The issue price for the 7 ¹/4% Notes was 97.28 percent of their principal amount. The 7 ¹/4% Notes are general unsecured obligations of Silgan, ranking equal in right of payment with Silgan’s unsecured unsubordinated indebtedness and ahead of Silgan’s subordinated debt. The 7 ¹/4% Notes are effectively subordinated to Silgan’s secured debt to the extent of the assets securing such debt and effectively subordinated to all obligations of the subsidiaries of Silgan. Interest on the 7 ¹/4% Notes is payable semi-annually in cash on August 15 and February 15 of each year, and the 7 ¹/4% Notes mature on August 15, 2016.

The 7 ¹/4% Notes are redeemable, at the option of Silgan, in whole or in part, at any time after August 15, 2013 at the following redemption prices (expressed in percentages of principal amount) plus accrued and unpaid interest thereon to the redemption date if redeemed during the twelve month period commencing August 15, of the years set forth below:

Year	Redemption Price
2013		103.625%
2014		101.813%
2015 and thereafter		100.000%

In addition, prior to August 15, 2012, we may redeem up to 35 percent of the aggregate principal amount of the 7 ¹/4% Notes from the proceeds of certain equity offerings. We may also redeem the 7 ¹/4% Notes, in whole or in part, at a redemption price equal to 100 percent of their principal amount plus a make-whole premium as provided in the indenture for the 7 ¹/4% Notes.

Upon the occurrence of a change of control, as defined in the indenture for the 7 ¹/4% Notes, Silgan is required to make an offer to purchase the 7 ¹/4% Notes at a purchase price equal to 101 percent of their principal amount, plus accrued interest to the date of purchase.

The indenture for the 7 ¹/4% Notes contains covenants which are generally less restrictive than those under the Credit Agreement.

F-18

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

6 ³/4% SENIOR SUBORDINATED NOTES

In 2010, we redeemed all $200 million principal amount of our outstanding 6 ³/4% Senior Subordinated Notes due 2013, or the 6 ³/4% Notes. The redemption price was 101.125% of the principal amount, or $202.3 million, plus accrued and unpaid interest up to the redemption date. As permitted under the Credit Agreement and the other documents governing our indebtedness, we funded the redemption with borrowings under the Credit Agreement and cash on hand. As a result, in 2010, we recorded a loss on early extinguishment of debt of $3.0 million for the premium paid in connection with this redemption and for the write-off of unamortized debt issuance costs.

NOTE 9. FINANCIAL INSTRUMENTS

The financial instruments recorded in our Consolidated Balance Sheets include cash and cash equivalents, trade accounts receivable, trade accounts payable, debt obligations and swap agreements. Due to their short-term maturity, the carrying amounts of trade accounts receivable and trade accounts payable approximate their fair market values. The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at December 31:

	2010				2009
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	175,226	$	175,226	$	305,754	$	305,754
Natural gas swap agreements		—		—		355		355
Liabilities:
Bank debt		660,262		660,262		355,766		355,766
7 1/4% Notes		244,412		267,500		243,648		257,500
Interest rate swap agreements		11,655		11,655		13,946		13,946
Natural gas swap agreements		28		28		—		—

FAIR VALUE MEASUREMENTS

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). GAAP classifies the inputs used to measure fair value into a hierarchy consisting of three levels. Level 1 inputs represent unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs represent unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3 inputs represent unobservable inputs for the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The financial assets and liabilities that are measured on a recurring basis at December 31, 2010 and 2009 consist of our cash and cash equivalents, interest rate swap agreements and natural gas swap agreements. We measured the fair value of cash and cash equivalents using Level 1 inputs. We measured the fair value of

F-19

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

the swap agreements using the income approach. The fair value of these swap agreements reflects the estimated amounts that we would pay or receive based on the present value of the expected cash flows derived from market rates and prices. As such, these derivative instruments are classified within Level 2.

FINANCIAL INSTRUMENTS NOT MEASURED AT FAIR VALUE

Our bank debt and 7 ¹/4% Notes are recorded at historical amounts in our Consolidated Balance Sheets, as we have not elected to measure them at fair value. The carrying amounts of our variable rate bank debt approximate their fair values. Fair values of our 7 ¹/4% Notes are estimated based on quoted market prices.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We utilize certain derivative financial instruments to manage a portion of our interest rate and natural gas cost exposures. We limit our use of derivative financial instruments to interest rate and natural gas swap agreements. We do not utilize derivative financial instruments for trading or other speculative purposes.

Our interest rate and natural gas swap agreements are accounted for as cash flow hedges. To the extent these swap agreements are effective in offsetting the variability of the hedged cash flows, changes in their fair values are recorded in accumulated other comprehensive (loss) income, a component of stockholders’ equity, and reclassified into earnings in future periods when earnings are also affected by the variability of the hedged cash flows. To the extent these swap agreements are not effective as hedges, changes in their fair values are recorded in net income. During 2010, 2009 and 2008, the ineffectiveness of our hedges did not have a significant impact on our net income.

INTEREST RATE SWAP AGREEMENTS

We have entered into U.S. dollar, Euro and Canadian dollar interest rate swap agreements to manage a portion of our exposure to interest rate fluctuations. The aggregate notional principal amount of these agreements was €125 million at December 31, 2010 and $75 million, €125 million and Cdn $25 million, respectively, at December 31, 2009. The interest rate swap agreements effectively convert interest rate exposure from variable rates to fixed rates of interest. These agreements are with a financial institution which is expected to fully perform under the terms thereof.

Under our Euro interest rate swap agreements outstanding at December 31 2010, we pay fixed rates of interest ranging from 3.9 percent to 4.1 percent and receive floating rates of interest based on three month Euribor. These agreements mature as follows: €20 million in 2011 and €105 million in 2014.

The difference between amounts to be paid or received on interest rate swap agreements is recorded in interest and other debt expense in our Consolidated Statements of Income. Net payments (receipts) of $7.6 million, $8.0 million and $(0.6) million were recorded under our interest rate swap agreements for the years ended December 31, 2010, 2009 and 2008, respectively.

Taking into account the current interest rate applicable for the amounts outstanding under the Credit Agreement for our Euro term loans and the weighted average cost differential between current rates and the fixed rates on our interest rate swap agreements, the effective interest rate on the Euro term loans at December 31, 2010 was 6.3 percent.

F-20

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

The total fair value of our interest rate swap agreements in effect at December 31, 2010 and 2009 was recorded in our Consolidated Balance Sheets as accrued liabilities of $4.8 million and $7.5 million, respectively, and as other liabilities of $6.9 million and $6.4 million, respectively.

NATURAL GAS SWAP AGREEMENTS

We have entered into natural gas swap agreements with a major financial institution to manage a portion of our exposure to fluctuations in natural gas prices. We entered into natural gas swap agreements to hedge approximately 39 and 33 percent of our exposure to fluctuations in natural gas prices in 2010 and 2009, respectively. The natural gas swap agreements we entered into for 2008 were not significant. In 2010, we paid fixed natural gas prices ranging from $4.36 to $6.70 per MMBtu and received a NYMEX-based natural gas price under our natural gas swap agreements. The difference between amounts to be paid or received on natural gas swap agreements is recorded in cost of goods sold in our Consolidated Statements of Income. Net payments under our natural gas swap agreements were $1.2 million and $2.8 million during 2010 and 2009, respectively. These agreements are with a financial institution which is expected to fully perform under the terms thereof.

The aggregate notional principal amount of our natural gas swap agreements was 1.0 million and 0.8 million MMBtu of natural gas at December 31, 2010 and 2009, respectively.

The total fair value of our natural gas swap agreements in effect at December 31, 2010 and 2009 was not significant.

FOREIGN CURRENCY EXCHANGE RATE RISK

In an effort to minimize foreign currency exchange rate risk, we have financed acquisitions of foreign operations primarily with term loans borrowed under the Credit Agreement denominated in Euros and Canadian dollars. In addition, where available, we have borrowed funds in local currency or implemented certain internal hedging strategies to minimize our foreign currency risk related to foreign operations. We have designated our Euro term loans borrowed under the Credit Agreement as a net investment hedge. Foreign currency gains recognized as a net investment hedge included in accumulated other comprehensive (loss) income for the years ended December 31, 2010, 2009 and 2008 were $14.9 million, $3.0 million and $9.7 million, respectively, net of a deferred tax provision of $6.2 million, $1.3 million and $4.0 million, respectively.

CONCENTRATION OF CREDIT RISK

We derive a significant portion of our revenue from multi-year supply agreements with many of our customers. Aggregate revenues from our three largest customers (Campbell Soup Company, Nestlé Food Company and Del Monte Corporation) accounted for approximately 30.5 percent, 30.9 percent and 29.2 percent of our net sales in 2010, 2009 and 2008, respectively. The receivable balances from these customers collectively represented 22.0 percent and 21.7 percent of our trade accounts receivable at December 31, 2010 and 2009, respectively. As is common in the packaging industry, we provide extended payment terms to some of our customers due to the seasonality of the vegetable and fruit packing process. Exposure to losses is dependent on each customer’s financial position. We perform ongoing credit evaluations of our customers’ financial condition, and our receivables are generally not collateralized. We maintain an allowance for doubtful accounts which we believe is adequate to cover potential credit losses

F-21

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

based on customer credit evaluations, collection history and other information. Accounts receivable are considered past due based on the original due date and write-offs occur only after all reasonable collection efforts are exhausted.

NOTE 10. COMMITMENTS AND CONTINGENCIES

We have a number of noncancelable operating leases for office and plant facilities, equipment and automobiles that expire at various dates through 2020. Certain operating leases have renewal options and rent escalation clauses as well as various purchase options. Minimum future rental payments under these leases are as set forth below for each of the following years (dollars in thousands):

2011	$	29,444
2012		24,786
2013		20,423
2014		17,188
2015		13,030
Thereafter		22,248
	$	127,119

Rent expense was $34.9 million, $32.2 million and $33.4 million for the years ended December 31, 2010, 2009 and 2008, respectively.

At December 31, 2010, we had noncancelable commitments for capital expenditures in 2011 of $13.0 million.

We are a party to routine legal proceedings arising in the ordinary course of our business. We are not a party to, and none of our properties are subject to, any pending legal proceedings which could have a material adverse effect on our business or financial condition.

NOTE 11. RETIREMENT BENEFITS

We sponsor a number of defined benefit and defined contribution pension plans which cover substantially all U.S. employees, other than union employees covered by multi-employer defined benefit pension plans under collective bargaining agreements. Pension benefits are provided based on either a career average, final pay or years of service formula. With respect to certain hourly employees, pension benefits are provided based on stated amounts for each year of service. Effective January 1, 2007, we closed our U.S. salaried pension plans to new employees.

We also sponsor other postretirement benefits plans, including unfunded defined benefit health care and life insurance plans, that provide postretirement benefits to certain employees. The plans are contributory, with retiree contributions adjusted annually, and contain cost sharing features including deductibles and coinsurance. Retiree health care benefits are paid as covered expenses are incurred.

F-22

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

The changes in benefit obligations and plan assets as well as the funded status of our retirement plans at December 31 are as follows:

	Pension Benefits						Other Postretirement Benefits
	2010			2009			2010			2009
	(Dollars in thousands)
Change in benefit obligation
Obligation at beginning of year	$	491,642		$	457,405		$	51,170		$	50,703
Service cost		13,428			13,634			918			781
Interest cost		28,200			27,657			2,782			2,916
Actuarial losses		35,243			16,464			3,566			21
Plan amendments		125			(190	)		—			(69	)
Benefits paid		(23,515	)		(23,762	)		(4,887	)		(4,086	)
Participants’ contributions		—			—			903			904
Foreign currency exchange rate changes		(3,680	)		434			—			—
Obligation at end of year		541,443			491,642			54,452			51,170
Change in plan assets
Fair value of plan assets at beginning of year		362,793			290,626			—			—
Actual return on plan assets		61,844			51,778			—			—
Employer contributions		93,059			44,151			3,984			3,182
Participants’ contributions		—			—			903			904
Benefits paid		(23,515	)		(23,762	)		(4,887	)		(4,086	)
Fair value of plan assets at end of year		494,181			362,793			—			—
Funded status	$	(47,262	)	$	(128,849	)	$	(54,452	)	$	(51,170	)
	Pension Benefits						Other Postretirement Benefits
	2010			2009			2010			2009
	(Dollars in thousands)
Amounts recognized in the consolidated balance sheets
Non-current asset	$	2,487		$	—		$	—		$	—
Current liabilities		(839	)		(850	)		(4,629	)		(4,540	)
Non-current liabilities		(48,910	)		(127,999	)		(49,823	)		(46,630	)
Net amount recognized	$	(47,262	)	$	(128,849	)	$	(54,452	)	$	(51,170	)
Amounts recognized in accumulated other comprehensive (loss) income
Net actuarial loss	$	121,334		$	120,777		$	9,254		$	5,975
Prior service cost (credit)		9,170			11,110			(19,864	)		(22,431	)
Net amount recognized	$	130,504		$	131,887		$	(10,610	)	$	(16,456	)

F-23

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

	Pension Benefits		Other Postretirement Benefits
	(Dollars in thousands)
Items to be recognized in 2011 as a component of net periodic cost
Net actuarial loss	$	7,970	$	581
Prior service cost (credit)		2,044		(2,571	)
Net periodic cost (credit) to be recorded in 2011	$	10,014	$	(1,990	)

The accumulated benefit obligation for all pension benefit plans at December 31, 2010 and 2009 was $510.5 million and $460.7 million, respectively. For pension plans with accumulated benefit obligations in excess of plan assets, the projected benefit obligation, accumulated benefit obligation and fair value of plan assets were $208.5 million, $204.0 million and $165.9 million, respectively, at December 31, 2010 and $491.6 million, $460.7 million and $362.8 million, respectively, at December 31, 2009.

The benefits expected to be paid from our pension and other postretirement benefit plans, which reflect future years of services and the Medicare subsidy expected to be received, are as follows (dollars in thousands):

	Pension Benefits		Other Postretirement Benefits
2011	$	25,813	$	4,630
2012		27,116		4,587
2013		28,542		4,639
2014		29,878		4,584
2015		31,411		4,562
2016 — 2020		179,436		21,158
	$	322,196	$	44,160

Our principal domestic pension and other postretirement benefit plans used the following weighted average actuarial assumptions to determine the benefit obligations at December 31:

	2010			2009
Discount rate		5.4	%		5.9	%
Expected return on plan assets		8.5	%		8.5	%
Rate of compensation increase		3.2	%		3.4	%
Health care cost trend rate:
Assumed for next year		8.0	%		8.0	%
Ultimate rate		4.5	%		5.0	%
Year that the ultimate rate is reached		2027			2020

Our expected return on plan assets is determined by current and expected asset allocation of plan assets, estimates of future long-term returns on those types of plan assets and historical long-term investment performance.

F-24

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

Our international pension benefit plans used a discount rate of 5.5 percent and 5.9 percent as of December 31, 2010 and 2009, respectively, and a rate of compensation increase of 3.5 percent to determine the benefit obligation at December 31, 2010 and 2009. The projected benefit obligation for these plans was $38.1 million and $36.6 million at December 31, 2010 and 2009, respectively. Our international pension benefit plans are not funded.

The components of the net periodic benefit cost for each of the years ended December 31 are as follows:

	Pension Benefits									Other Postretirement Benefits
	2010			2009			2008			2010			2009			2008
	(Dollars in thousands)
Service cost	$	13,428		$	13,634		$	12,733		$	918		$	781		$	813
Interest cost		28,200			27,657			27,067			2,782			2,916			3,235
Expected return on plan assets		(35,524	)		(25,254	)		(30,727	)		—			—			—
Amortization of prior service cost (credit)		2,065			2,221			2,300			(2,567	)		(2,564	)		(2,449	)
Amortization of actuarial losses		8,400			9,410			435			287			182			262
Net curtailment loss (gain)		—			—			83			—			—			(455	)
Net periodic benefit cost	$	16,569		$	27,668		$	11,891		$	1,420		$	1,315		$	1,406

Our principal domestic pension and other postretirement benefit plans used the following weighted average actuarial assumptions to determine net periodic benefit cost for the years ended December 31:

	2010			2009			2008
Discount rate		5.9	%		6.3	%		6.5	%
Expected return on plan assets		8.5	%		8.5	%		8.5	%
Rate of compensation increase		3.4	%		3.4	%		3.4	%
Health care cost trend rate		8.0	%		7.9	%		8.0	%

Our international pension benefit plans used a discount rate of 5.9 percent, 5.9 percent and 5.5 percent for the years ended December 31, 2010, 2009 and 2008, respectively. Our international pension benefit plans used a rate of compensation increase of 3.5 percent for each of the years ended December 31, 2010, 2009 and 2008.

The assumed health care cost trend rates affect the amounts reported for the health care plan. A one percentage point change in the assumed health care cost trend rates would have the following effects:

	1-Percentage Point Increase		1-Percentage Point Decrease
	(Dollars in thousands)
Effect on service and interest cost	$	161	$	(140	)
Effect on postretirement benefit obligation		1,811		(1,599	)

We participate in several multi-employer pension plans, which provide defined benefits to certain of our union employees. Amounts contributed to these plans and charged to pension cost in 2010, 2009 and 2008 were $6.7 million, $6.6 million and $6.4 million, respectively.

F-25

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

We also sponsor defined contribution pension and profit sharing plans covering substantially all employees. Our contributions to these plans are based upon employee contributions and operating profitability. Contributions charged to expense for these plans were $7.8 million in 2010, $6.8 million in 2009 and $7.4 million in 2008.

PLAN ASSETS

INVESTMENT STRATEGY

Our investment strategy is based on an expectation that equity securities will outperform debt securities over the long term. Accordingly, the composition of our plan assets is broadly characterized as a 58 percent/42 percent allocation between equity and debt securities. This strategy utilizes indexed U.S. equity securities (which constitutes approximately 85 percent of equity securities), with a lesser allocation to indexed international equity securities, and indexed investment grade U.S. debt securities. We attempt to mitigate investment risk by regularly rebalancing between equity and debt securities as contributions and benefit payments are made. The allocation of plan assets to cash and cash equivalents in 2009 was due to the timing of our plan contributions.

The weighted average asset allocation for our pension plans at December 31, 2010 and 2009 and target allocation for 2010 was as follows:

	Target Allocation		Actual Allocation
			2010		2009
Equity securities—U.S.		49%		52%		46%
Equity securities—International		9%		10%		10%
Debt securities		42%		37%		38%
Cash and cash equivalents		0%		1%		6%
		100%		100%		100%

FAIR VALUE MEASUREMENTS

Our plan assets are primarily invested in commingled funds holding equity and debt securities, which are valued using the Net Asset Value, or NAV, provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. Commingled funds are classified within Level 2 (as described in Note 8) of the fair value hierarchy because the NAV’s are not publicly available. Plan excess cash balances are invested in short term investment funds which include investments in cash, bank notes, corporate notes, government bills and various short-term debt instruments. These typically are commingled funds valued using one dollar for the NAV. These short term funds are also classified within Level 2 of the valuation hierarchy.

The fair value of our plan assets by asset category consisted of the following at December 31:

	2010		2009
	(Dollars in thousands)
Equity securities—U.S.	$	256,524	$	168,225
Equity securities—International		51,715		34,714
Debt securities		182,519		136,509
Cash and cash equivalents		3,423		23,345
	$	494,181	$	362,793

F-26

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

CONCENTRATIONS OF CREDIT RISK

As of December 31, 2010, approximately 99 percent of plan assets were under management by a single investment management company in six individual commingled equity and debt index funds. Of these six funds, four funds held assets individually in excess of ten percent of our total plan assets.

MINIMUM REQUIRED CONTRIBUTIONS

Based on current legislation, there are no significant minimum required contributions to our pension benefit plans in 2011. In order to reduce our unfunded pension liability, we have historically made contributions in excess of the ERISA minimum requirements that are tax deductible.

NOTE 12. INCOME TAXES

The components of the provision for income taxes are as follows:

	2010			2009			2008
	(Dollars in thousands)
Current:
Federal	$	49,763		$	55,633		$	39,147
State		6,914			9,659			5,809
Foreign		(1,001	)		7,582			4,029
Current income tax provision		55,676			72,874			48,985
Deferred:
Federal		20,808			13,286			18,662
State		3,381			2,306			2,739
Foreign		(2,831	)		(276	)		(1,804	)
Deferred income tax provision		21,358			15,316			19,597
	$	77,034		$	88,190		$	68,582

The provision for income taxes varied from income taxes computed at the statutory U.S. federal income tax rate as a result of the following:

	2010			2009			2008
	(Dollars in thousands)
Income taxes computed at the statutory U.S. federal income tax rate	$	77,588		$	86,660		$	67,751
State income taxes, net of federal tax benefit		5,910			6,345			5,175
Tax liabilities required (no longer required)		2,488			2,578			(126	)
Valuation allowance		(88	)		1,525			(218	)
Manufacturing exemption		(6,834	)		(3,138	)		(3,335	)
Tax credit refunds, net		(2,096	)		(1,255	)		(3,087	)
Foreign earnings taxed at other than 35%		(2,406	)		(2,292	)		2,181
Other		2,472			(2,233	)		241
	$	77,034		$	88,190		$	68,582
Effective tax rate		34.8	%		35.6	%		35.4	%

F-27

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

Deferred income taxes reflect the net tax effect of temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Significant components of our deferred tax assets and liabilities at December 31 are as follows:

	2010			2009
	(Dollars in thousands)
Deferred tax assets:
Pension and other postretirement liabilities	$	29,936		$	59,115
Rationalization and other accrued liabilities		19,886			20,609
AMT and other credit carryforwards		5,676			6,458
Net operating loss carryforwards		21,195			17,711
Foreign currency translation		3,279			10,008
Inventory and related reserves		12,084			—
Other		10,451			10,688
Total deferred tax assets		102,507			124,589
Deferred tax liabilities:
Property, plant and equipment		(158,671	)		(153,083	)
Other intangible assets		(24,827	)		(13,394	)
Inventory and related reserves		—			(8,902	)
Other		(7,452	)		(683	)
Total deferred tax liabilities		(190,950	)		(176,062	)
Valuation allowance		(16,231	)		(16,816	)
	$	(104,674	)	$	(68,289	)

At December 31, 2010, the net deferred tax liability in our Consolidated Balance Sheets was comprised of current deferred tax assets of $18.3 million, long-term deferred tax assets of $14.1 million, current deferred tax liabilities of $0.2 million and long-term deferred tax liabilities of $136.9 million. At December 31, 2009, the net deferred tax liability in our Consolidated Balance Sheets was comprised of current deferred tax assets of $4.4 million, long-term deferred tax assets of $11.9 million and long-term deferred tax liabilities of $84.6 million.

A portion of the purchase price of current and prior years’ acquisitions has been allocated to goodwill and other intangible assets, of which only the trade names and intellectual property are tax deductible and are being amortized over 15 years for tax purposes.

The valuation allowance in 2010 includes deferred tax assets of $2.0 million resulting from federal net operating loss carryforwards, or NOLs. The valuation allowance also includes losses of certain foreign operations of $6.2 million, state and local NOLs and credit carryforwards totaling $4.9 million and foreign tax credit carryforwards totaling $3.1 million. The valuation allowance for deferred tax assets decreased in 2010 by $0.6 million, primarily due to federal and foreign NOLs as well as state credit carryforwards.

We file a consolidated U.S. federal income tax return that includes all domestic subsidiaries except Silgan Can Company, or Silgan Can, and Silgan Equipment Company, or Silgan Equipment. Silgan Can and Silgan Equipment file separate U.S. federal income tax returns. Silgan Equipment has federal NOLs of approximately $5.7 million that expire in 2022 and which have a full valuation allowance recorded against them.

F-28

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

At December 31, 2010, we had state tax NOLs of approximately $0.9 million, net of valuation allowances, that are available to offset future taxable income and that expire from 2011 to 2027.

Silgan and its subsidiaries file U.S. Federal income tax returns, as well as income tax returns in various states and foreign jurisdictions. With limited exceptions and due to the impact of net operating loss and other credit carryforwards, we may be effectively subject to U.S. Federal income tax examinations for periods after 1990. We are subject to examination by state and local tax authorities generally for the period mandated by statute, with the exception of states where waivers of the statute of limitations have been executed. These states and the earliest open period include Wisconsin (1995) and Indiana (2005). Our foreign subsidiaries are generally not subject to examination by tax authorities for periods before 2003, and we have contractual indemnities with third parties with respect to open periods that predate our ownership of certain foreign subsidiaries. Subsequent periods may be examined by the relevant tax authorities. The Internal Revenue Service, or IRS, has commenced an examination of Silgan’s income tax return for the periods ended December 31, 2004 through December 31, 2007. It is reasonably possible that this IRS audit and IRS audits for prior periods will be concluded within the next twelve months, and that the conclusion of these audits may result in a significant change to our reported unrecognized tax benefits. Due to the ongoing nature of these audits, we are unable to estimate the amount of this potential impact.

We recognize accrued interest and penalties related to unrecognized taxes as additional tax expense. At December 31, 2010 and December 31, 2009, we had $3.7 million and $3.0 million, respectively, accrued for potential interest and penalties.

The total amount of unrecognized tax benefits as of December 31, 2010 and December 31, 2009 were $39.1 million and $37.0 million, respectively. As of December 31, 2010, these amounts represented liabilities that if recognized would impact the effective tax rate.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	2010			2009
	(Dollars in thousands)
Balance at January 1,	$	37,046		$	34,652
Increase based upon tax positions of current year		1,555			3,112
Increase based upon tax positions of a prior year		993			—
Decrease based upon a lapse in the statute of limitations		(529	)		(718	)
Balance at December 31,	$	39,065		$	37,046

We had undistributed earnings from foreign subsidiaries of $19.6 million at December 31, 2010. If the earnings of foreign subsidiaries were not indefinitely reinvested, a deferred tax liability of $6.8 million would be required, excluding the potential use of foreign tax credits in the United States.

NOTE 13. STOCK-BASED COMPENSATION

The Silgan Holdings Inc. 2004 Stock Incentive Plan, as amended, or the Plan, provides for awards of stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to

F-29

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

our officers, other key employees and outside directors. The Plan replaced our previous stock option plans, and all shares of our common stock reserved for issuance under those plans are no longer available for issuance except with respect to stock options granted thereunder prior to adoption of the Plan.

Shares of our common stock issued under the Plan shall be authorized but unissued shares or treasury shares. The maximum aggregate number of shares of our common stock that may be issued in connection with stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards under the Plan shall not exceed 6,600,000 shares. Each award of stock options or stock appreciation rights under the Plan will reduce the number of shares of our common stock available for future issuance under the Plan by the number of shares of our common stock subject to the award. Each award of restricted stock or restricted stock units under the Plan, in contrast, will reduce the number of shares of our common stock available for future issuance under the Plan by two shares for every one restricted share or restricted stock unit awarded. As of December 31, 2010, 3,313,564 shares were available to be awarded under the Plan.

We measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The cost is recognized over the period during which an employee is required to provide service in exchange for the award, usually the vesting period. Stock-based compensation expense for the years ended December 31, 2010, 2009 and 2008 recorded in selling, general and administrative expenses was $5.8 million, $4.9 million and $3.7 million, respectively.

STOCK OPTIONS

The table below summarizes stock option activity under our equity compensation plans for the year ended December 31, 2010:

	Options			Weighted Average Exercise Price		Remaining Contractual Life		Aggregate Intrinsic Value (in thousands)
Options outstanding at December 31, 2009		557,152		$	8.51
Exercised		(303,259	)		8.81
Options outstanding and exercisable at December 31, 2010		253,893			8.15		1.7 years	$	7,022

We did not grant options in 2010, 2009 or 2008. The aggregate intrinsic value of options exercised for the years ended December 31, 2010, 2009 and 2008 was $7.0 million, $8.1 million and $9.5 million, respectively.

Our options typically vested in equal annual installments over the applicable service period, and the fair value at the grant date was amortized ratably over the respective vesting period. All compensation expense from stock options has been recognized, and all options are exercisable.

RESTRICTED STOCK UNITS

Restricted stock units issued are generally accounted for as fixed grants and, accordingly, the fair value at the grant date is being amortized ratably over the respective vesting period. The maximum

F-30

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

contractual vesting period for restricted stock units outstanding at December 31, 2010 is five years. Unvested restricted stock units may not be disposed of or transferred during the vesting period. Restricted stock units carry with them the right to receive, upon vesting, dividend equivalents.

The table below summarizes restricted stock unit activity for the year ended December 31, 2010:

	Restricted Stock Units			Weighted Average Grant Date Fair Value
Restricted stock units outstanding at December 31, 2009		1,045,870		$	24.18
Granted		151,194			28.62
Released		(163,428	)		22.64
Cancelled		(30,080	)		24.26
Restricted stock units outstanding at December 31, 2010		1,003,556			25.12

The weighted average grant date fair value of restricted stock units granted during 2009 and 2008 was $24.68 and $24.11, respectively. The fair value of restricted stock units released during the years ended December 31, 2010, 2009 and 2008 was $4.7 million, $3.4 million and $2.8 million, respectively.

As of December 31, 2010, there was approximately $11.5 million of total unrecognized compensation expense related to restricted stock units. This cost is expected to be recognized over a weighted average period of 2.5 years.

NOTE 14. CAPITAL STOCK AND DIVIDENDS

At December 31, 2010, our authorized capital stock consists of 200,000,000 shares of common stock, par value $.01 per share, and 10,000,000 shares of preferred stock, par value $.01 per share. In June 2010, we amended our amended and restated certificate of incorporation to increase the number of authorized shares of our common stock from 100,000,000 to 200,000,000 upon the approval of stockholders at our annual meeting of stockholders.

In June 2010, our Board of Directors authorized the repurchase of up to $300.0 million of our common stock from time to time over a period of three years in the open market, through privately negotiated transactions or in any manner as determined by our management and in accordance with the requirements of applicable security laws. In accordance with this authorization, on October 7, 2010, we announced our intention to purchase up to $175 million of our common stock through a “modified Dutch Auction” tender offer. Pursuant to the tender offer, which expired on November 8, 2010, we purchased 5,035,971 shares of our common stock from our stockholders at a price of $34.75 per share, for a total purchase price of $175.0 million. In addition, we incurred $0.8 million in fees and expenses related to the tender offer. In connection with the tender offer, we also entered into a stock purchase agreement with Messrs. Silver and Horrigan, our two largest stockholders and the Non-Executive Co-Chairmen of our Board of Directors, pursuant to which each of Messrs. Silver and Horrigan had agreed to not participate in the tender offer and instead to sell to us, following the completion of the tender offer and at the same price per share as in the tender offer, such number of shares of our common stock as would result in each of them maintaining substantially the same percentage beneficial ownership in our common stock that he had immediately prior to the consummation of the tender offer. Accordingly, on November 23, 2010 we purchased an aggregate of

F-31

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

2,071,509 shares of our common stock beneficially owned by Messrs. Silver and Horrigan at a price of $34.75 per share (the same price per share as in the tender offer), for a total purchase price of $72.0 million. Through the tender offer and the purchase of shares under the stock purchase agreement with Messrs. Silver and Horrigan, we purchased a total of 7,107,480 shares of our common stock, or approximately 9.2 percent of our outstanding common stock as of November 15, 2010, at a price of $34.75 per share, for an aggregate total purchase price of $247.0 million (excluding fees and expenses).

In 2010, 2009 and 2008, we issued 163,428, 139,400 and 114,154 treasury shares, respectively, at an average cost of $6.63 per share for restricted stock units that vested during these years. In 2010, 2009 and 2008, we repurchased 51,038, 44,802 and 36,474 shares of our common stock, respectively, at an average cost of $28.82, $24.79 and $24.75, respectively, in accordance with the Plan to satisfy employee withholding tax requirements resulting from certain restricted stock units becoming vested.

We account for the treasury shares using the FIFO cost method. As of December 31, 2010, 17,426,482 shares of our common stock were held in treasury.

Cash payments for dividends on our common stock as declared by our Board of Directors totaled $32.0 million, $29.4 million and $26.0 million in 2010, 2009 and 2008, respectively. In February 2011, our Board of Directors declared a quarterly cash dividend on our common stock of $0.11 per share, payable on March 17, 2011 to holders of record of our common stock on March 3, 2011. The cash payment for this quarterly dividend is expected to be approximately $7.8 million.

NOTE 15. EARNINGS PER SHARE

The components of the calculation of earnings per share are as follows:

	2010		2009		2008
	(Dollars and shares in thousands)
Net income	$	144,646	$	159,409	$	124,992
Weighted average number of shares used in:
Basic earnings per share		75,905		76,351		75,777
Dilutive common stock equivalents:
Stock options and restricted stock units		603		620		796
Diluted earnings per share		76,508		76,971		76,573

NOTE 16. BUSINESS SEGMENT INFORMATION

We are engaged in the packaging industry and report our results in three business segments: metal food containers, closures and plastic containers. The metal food containers segment manufactures steel and aluminum containers for human and pet food. The closures segment manufactures an extensive range of metal, composite and plastic vacuum closures for food and beverage products and plastic closures for the dairy and juice markets. The plastic containers segment manufactures custom designed plastic containers, tubes and closures for personal care, health care, pharmaceutical, household and industrial chemical, food, pet care, agricultural chemical, automotive and marine chemical products. These segments are strategic business operations that are managed separately to maximize the production, technology and marketing of their packaging product. Our metal food and plastic container businesses operate primarily in North America.

F-32

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

Our closures business operates in North and South America, Europe and Asia. There are no inter-segment sales. The accounting policies of the business segments are the same as those described in Note 1.

Sales and income from operations of our metal food container business are dependent, in part, upon the vegetable and fruit harvests in the midwest and western regions of the United States. Our closures business is also dependent, in part, upon vegetable and fruit harvests. The size and quality of these harvests varies from year to year, depending in large part upon the weather conditions in applicable regions. Because of the seasonality of the harvests, we have historically experienced higher unit sales volume in the third quarter of our fiscal year and generated a disproportionate amount of our annual income from operations during that quarter (see Note 17).

Information for each of the past three years for our business segments is as follows:

	Metal Food Containers		Closures		Plastic Containers		Corporate			Total
	(Dollars in thousands)
2010
Net sales	$	1,864,157	$	618,805	$	588,583	$	—		$	3,071,545
Depreciation and amortization		67,114		28,771		45,385		1,679			142,949
Rationalization charges		694		9,212		12,308		—			22,214
Segment income from operations		232,620		58,557		10,291		(18,149	)		283,319
Segment assets		931,244		627,006		537,978		39,940			2,136,168
Capital expenditures		47,836		15,769		41,707		83			105,395
2009
Net sales	$	1,916,239	$	609,056	$	541,464	$	—		$	3,066,759
Depreciation and amortization		69,141		28,334		46,107		1,683			145,265
Rationalization charges		—		1,341		150		—			1,491
Segment income from operations		206,378		74,078		31,276		(13,134	)		298,598
Segment assets		1,042,141		584,083		527,238		41,935			2,195,397
Capital expenditures		49,668		14,841		35,071		4			99,584
2008
Net sales	$	1,786,310	$	682,754	$	651,928	$	—		$	3,120,992
Depreciation and amortization		66,165		30,083		46,033		1,683			143,964
Rationalization charges		3,302		7,925		953		—			12,180
Segment income from operations		162,235		59,817		43,836		(12,154	)		253,734
Segment assets		970,676		608,784		527,291		40,120			2,146,871
Capital expenditures		52,011		25,074		45,774		43			122,902

Total segment income from operations is reconciled to income before income taxes as follows:

	2010		2009		2008
	(Dollars in thousands)
Total segment income from operations	$	283,319	$	298,598	$	253,734
Interest and other debt expense		61,639		50,999		60,160
Income before income taxes	$	221,680	$	247,599	$	193,574

F-33

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

Total segment assets at December 31 are reconciled to total assets as follows:

	2010		2009
	(Dollars in thousands)
Total segment assets	$	2,136,168	$	2,195,397
Other assets		39,850		18,957
Total assets	$	2,176,018	$	2,214,354

Financial information relating to our operations by geographic area is as follows:

	2010		2009		2008
	(Dollars in thousands)
Net sales:
United States	$	2,627,539	$	2,636,213	$	2,624,276
Foreign:
Europe		269,513		268,964		322,217
Canada		121,494		105,247		130,955
Other		52,999		56,335		43,544
Total net sales from foreign operations		444,006		430,546		496,716
Total net sales	$	3,071,545	$	3,066,759	$	3,120,992
Long-lived assets:
United States	$	681,862	$	696,219
Foreign:
Europe		103,168		122,104
Canada		48,157		51,413
Other		16,533		12,574
Total long-lived assets at foreign operations		167,858		186,091
Total long-lived assets	$	849,720	$	882,310

Net sales are attributed to the country from which the product was manufactured and shipped.

Sales of our metal food containers segment to Campbell Soup Company accounted for 11.0 percent, 11.6 percent and 10.7 percent of our consolidated net sales during 2010, 2009 and 2008, respectively. Sales of our metal food containers segment to Nestlé Food Company accounted for 10.4 percent, 10.0 percent and 9.4 percent of our consolidated net sales in 2010, 2009 and 2008, respectively.

F-34

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

NOTE 17. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following table presents our quarterly results of operations for the years ended December 31, 2010 and 2009:

	First		Second		Third		Fourth
	(Dollars in thousands, except per share data)
2010 (1)
Net sales	$	664,037	$	693,849	$	1,002,056	$	711,603
Gross profit		103,304		108,596		162,405		98,124
Net income		26,782		36,254		65,231		16,379
Basic net income per share (3)	$	0.35	$	0.47	$	0.85	$	0.22
Diluted net income per share (3)		0.35		0.47		0.84		0.22
Dividends per share	$	0.105	$	0.105	$	0.105	$	0.105
2009 (2)
Net sales	$	655,396	$	689,542	$	1,016,537	$	705,284
Gross profit		95,104		106,789		167,061		92,176
Net income		26,941		34,757		73,787		23,924
Basic net income per share (3)	$	0.35	$	0.45	$	0.97	$	0.31
Diluted net income per share (3)		0.35		0.45		0.96		0.31
Dividends per share	$	0.095	$	0.095	$	0.095	$	0.095

⁽¹⁾ The first, second, third and fourth quarters of 2010 include rationalization charges of $2.0 million, $0.7 million, $1.0 million and $18.5 million, respectively. The third and fourth quarters of 2010 include losses on early extinguishment of debt of $4.5 million and $3.0 million, respectively. The first quarter of 2010 includes a charge of $3.2 million for the remeasurement of net assets in the Venezuela operations.

⁽²⁾ The first and third quarters of 2009 include rationalization charges of $1.5 million and $0.1 million, respectively, and the second quarter of 2009 includes a rationalization credit of $0.1 million. The second and fourth quarters include losses on early extinguishment of debt of $0.7 million and $0.6 million, respectively.

⁽³⁾ Net income per share data is computed independently for each of the periods presented. Accordingly, the sum of the quarterly earnings per share amounts may not equal the total for the year.

NOTE 18. SUBSEQUENT EVENT

ACQUISITION

On December 15, 2010, we announced that we had entered into a purchase agreement with Vogel & Noot Holding AG, or VN, to purchase its metal container operations. VN, headquartered in Vienna, Austria, manufactures metal food cans and general line metal containers and currently operates 12 metal container manufacturing facilities throughout Central and Eastern Europe. VN’s facilities are located in Austria, Germany, Poland, Greece, Macedonia, Belarus, Slovakia and Slovenia, and VN is scheduled to open several new facilities in other Eastern European countries in the near term. Pursuant to the purchase agreement, we agreed to acquire these operations for a cash purchase price of €250 million, in addition to the assumption of certain liabilities of VN. The purchase price is subject to certain adjustments for the net debt and financial performance of these operations.

F-35

SILGAN HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

Consummation of the acquisition is subject to various specific and other customary closing conditions and certain other matters, including applicable antitrust clearances, no material adverse change affecting these operations and no substantial devaluation of the Euro, no breaches of VN’s representations and warranties with a value exceeding a certain amount, and certain other financial conditions with regard to the working capital and net debt of these operations. We anticipate closing this acquisition in March 2011. The purchase agreement will terminate if the closing thereunder has not occurred by June 30, 2011.

We expect to fund the purchase price for this acquisition from Euro denominated revolving loan borrowings under our Credit Agreement.

F-36

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

SILGAN HOLDINGS INC.

For the years ended December 31, 2010, 2009 and 2008

(Dollars in thousands)

							Other Changes
			Additions				Increase (Decrease)
Description	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts		Cumulative translation adjustment			Other			Balance at end of period
For the year ended December 31, 2010:
Allowance for doubtful accounts receivable	$	6,738	$	463	$	—	$	(236	)	$	(740	)(1)	$	6,225
For the year ended December 31, 2009:
Allowance for doubtful accounts receivable	$	5,701	$	1,383	$	—	$	224		$	(570	)(1)	$	6,738
For the year ended December 31, 2008:
Allowance for doubtful accounts receivable	$	4,877	$	2,057	$	—	$	(585	)	$	(648	)(1)	$	5,701

⁽¹⁾ Uncollectible accounts written off, net of recoveries.

F-37

INDEX TO EXHIBITS

Exhibit No.		Exhibit
	+10.12	Silgan Plastics Pension Plan for Salaried Employees, as Restated.
	+10.13	First Amendment to the Silgan Plastics Pension Plan for Salaried Employees, as Restated.
	+10.14	Silgan Containers Pension Plan for Salaried Employees.
	+10.15	First Amendment to the Silgan Containers Pension Plan for Salaried Employees.
	+10.27	First Amendment to Silgan Containers Supplemental Executive Retirement Plan.
	+10.28	Second Amendment to Silgan Containers Supplemental Executive Retirement Plan.
	+10.29	Silgan Plastics Supplemental Savings and Pension Plan and Contributory Retirement Plan, 2000 Restatement, governing contributions made before January 1, 2005.
	+10.30	Silgan Plastics Supplemental Savings and Pension Plan and Contributory Retirement Plan, 2008 Restatement, governing contributions made after January 1, 2005.
	12	Computation of Ratio of Earnings to Fixed Charges for the years ended December 31, 2010, 2009, 2008, 2007 and 2006.
	21	Subsidiaries of the Registrant.
	23	Consent of Ernst & Young LLP.
	31.1	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
	31.2	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
	32.1	Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
	32.2	Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
	**101.INS	XBRL Instance Document.
	**101.SCH	XRBL Taxonomy Extension Schema Document.
	**101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
	**101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
	**101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
	**101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

** XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

+ Management contract or compensatory plan or arrangement.

EX-10.12

Exhibit 10.12

SILGAN PLASTICS

PENSION PLAN

FOR

SALARIED EMPLOYEES

2009 Restatement

SILGAN PLASTICS

PENSION PLAN

FOR

SALARIED EMPLOYEES

2009 Restatement

TABLE OF CONTENTS

HISTORY OF THE PLAN		1
EFFECTIVE DATE OF AMENDMENTS		1
ARTICLE I – STATEMENT OF PURPOSE		3
ARTICLE II – DEFINITIONS		3
2.1	Accrued Benefit	3
2.2	Actuary	3
2.3	Affiliate	3
2.4	Annuity Starting Date	3
2.5	Average Total Earnings	3
2.6	Beneficiary	5
2.7	Board of Directors	5
2.8	Code	5
2.9	Controlled Group	5
2.10	Covered Employment	5
2.11	Disabled Terminated Employee	6
2.12	Early Retirement Age	6
2.13	Early Retirement Date	6
2.14	Employee	6
2.15	Employer	7
2.16	ERISA	7
2.17	Late Retirement Date	7
2.18	Leased Employee	7
2.19	Monsanto Controlled Group	7
2.20	Monsanto Salaried Plan	8
2.21	Normal Retirement Age	8
2.22	Normal Retirement Date	8
2.23	Other Monsanto Plan	8
2.24	Participant	8
2.25	Permanent Disability	8
2.26	Plan	8
2.27	Plan Administrator	8
2.28	Plan Year	8

- i -

2.29	Retired Participant	8
2.30	Retirement Date	8
2.31	Sponsor	9
2.32	Spouse or Surviving Spouse	9
2.33	Termination of Employment	9
2.34	Trust Agreement	9
2.35	Trust Fund	9
2.36	Trustee or Trustees	9
ARTICLE III – PARTICIPATION		9
3.1	Entry Date	9
3.2	Reemployed Participants	10
3.3	Participant Freeze	10
ARTICLE IV – SERVICE		10
4.1	Year of Vesting Service	10
4.2	Accreditation of Years of Vesting Service	11
4.3	Year of Benefit Service	12
4.4	Accreditation of Years of Benefit Service	12
4.5	Hour of Service	13
4.6	Accreditation of Hours of Service	14
4.7	One Year Break in Service	14
4.8	Special Rule for Disabled Terminated Employees	15
4.9	Absence in Military Service	15
ARTICLE V – RETIREMENT BENEFITS		15
5.1	Normal Retirement Benefit	15
5.2	Early Retirement Benefit	17
5.3	Late Retirement	18
5.4	Hourly Paid Employees Transferred to Salaried Basis	18
5.5	Offset of Benefits	19
5.6	Protected Benefits	19
ARTICLE VI – VESTED DEFERRED BENEFITS		20
6.1	Benefits on Termination of Employment	20
6.2	Termination Prior to Vesting	20
ARTICLE VII – DEATH BENEFITS		20
7.1	Pre-Retirement Surviving Spouse’s Annuity	20
7.2	Spouse’s Retirement Income Benefit	21
7.3	Special Spouse’s Retirement Income Benefit	22

- ii -

ARTICLE VIII – LIMITATION OF BENEFITS		23
8.1	ERISA Limitation on Benefits	23
8.2	Reduction of Benefits	24
ARTICLE IX – FORMS OF PAYMENT		24
9.1	Automatic Forms	24
9.2	Qualified Joint and Survivor Annuity	25
9.3	Waiver of Qualified Joint and Survivor Annuity	25
9.4	Notice and Election Rules	26
9.5	Optional Forms of Payment	27
9.6	Distribution of Small Amounts	28
9.7	Benefit Upon Re-employment After Cash-out	29
9.8	Actuarial Equivalent	30
9.9	Qualified Domestic Relations Orders	30
9.10	Terminated Vested Options	31
9.11	Protected Options	31
9.12	Direct Rollover of Eligible Rollover Distributions	31
ARTICLE X – PAYMENT OF BENEFITS		32
10.1	Claim for Benefits	32
10.2	Date and Duration of Retirement Income	33
10.3	Date and Duration of a Pre-Retirement Surviving Spouse’s Annuity	33
10.4	Latest Time of Payment	33
10.5	Payments to Legal Incompetents	39
10.6	Misstatement in Application for Annuity	39
10.7	Suspension of Benefits for Continued Employment after Retirement Age	39
10.8	Benefits for Re-Hired Retirees	40
10.9	Date of QDRO Payments	40
ARTICLE XI – FUNDING		40
11.1	Pension Fund	40
11.2	Annual Actuarial Examination	41
11.3	Allocation of Contributions Among Employers	41
11.4	Rights of Participants	41
11.5	Return of Employer Contributions	41
11.6	Employee Contributions	41
ARTICLE XII – TRUST FUND INVESTMENTS		41
12.1	Trust Agreement	41
12.2	Investment of Trust Assets	42
12.3	Funding Policy	42
ARTICLE XIII – ADMINISTRATION		42

- iii -

13.1	Appointment of Plan Administrator	42
13.2	Allocation of Duties	42
13.3	Written Instructions and Information	43
13.4	Compensation of Fiduciaries	43
13.5	Expenses of Administration	43
13.6	Allocation and Delegation Procedures	44
13.7	Agent for Service of Legal Process	44
13.8	Standard of Review	44
13.9	Indemnification of Plan Administrator	44
ARTICLE XIV – CLAIMS AND REVIEW PROCEDURE		44
14.1	Claims for Benefits	45
14.2	Written Denials of Claims	45
14.3	Appeal of Denial	45
ARTICLE XV – AMENDMENT AND TERMINATION		46
15.1	Amendment	46
15.2	Termination	46
15.3	Limitations on Benefits upon Termination	47
ARTICLE XVI – MISCELLANEOUS		48
16.1	Anti-Assignation	48
16.2	Rights of Employee	49
16.3	Source of Benefits	49
16.4	Notice of Address	49
16.5	Actions by a Corporation	49
16.6	Rules of Construction	50
16.7	Plan Mergers	50
16.8	Forfeitures	50
16.9	Acceptance of Transfers from Other Qualified Plans	50
ARTICLE XVII – TOP-HEAVY		50
17.1	Top-Heavy Determination	50
17.2	Valuation as of Determination Date	51
17.3	Key Employee	51
17.4	Vesting Requirements	52
17.5	Minimum Benefits	52
17.6	Adjustment to Combination Defined Benefit Plan and Defined Contribution Plan Limitations	53
17.7	Subsequent Amendment of Provisions	53
17.8	EGTRRA Addendum.	53

- iv -

SILGAN PLASTICS

PENSION PLAN

FOR

SALARIED EMPLOYEES

2009 Restatement

HISTORY OF THE PLAN

The Silgan Plastics Pension Plan for Salaried Employees (formerly named the “InnoPak Plastics Corporation Pension Plan for Salaried Employees” and the “Silgan Plastics Corporation Pension Plan for Salaried Employees”) initially was adopted effective as of January 1, 1988, by an instrument dated December 12, 1988.

The Plan was amended and completely restated by an instrument dated March 1, 1989 (the “1989 Restatement”). The 1989 Restatement was amended by a First Amendment dated April 27, 1989, and a Second Amendment dated January 19, 1990. The Plan was further amended and completely restated by an instrument dated December 18, 1991 (the “1991 Restatement”). The 1991 Restatement was amended by a First Amendment dated January 4, 1993, and a Second Amendment effective January 1, 1994 to implement the lower Section 401(a)(17) limit of $150,000. The Plan was further amended and completely restated by an instrument dated December 20, 1994 (the “1994 Restatement”). The 1994 Restatement was amended by a First Amendment dated February 10, 1995, a Second Amendment dated September 25, 1995, a Third Amendment dated February 12, 1997, and a Fourth Amendment dated June 6, 1998.

The Plan was amended and completely restated June 27, 2001 by the 2000 Restatement. The 2000 Restatement was amended by a First Amendment dated December 14, 2001; a Second Amendment dated December 14, 2001; a Third Amendment dated December 11, 2002; a Fourth Amendment dated April 22, 2003, a Fifth Amendment dated June 30, 2004, a Sixth Amendment dated September 24, 2004, and a Seventh Amendment dated December 16, 2005.

The Plan was amended and completely restated (the “2006 Restatement”) to incorporate all prior amendments, including the EGTRRA compliance amendments, generally effective January 1, 2006. The 2006 Restatement was amended by a First Amendment and a Second Amendment thereto.

EFFECTIVE DATE OF AMENDMENTS

The Silgan Plastics Pension Plan for Salaried Employees is hereby renamed, amended and completely restated (the “2009 Restatement”) to incorporate all prior amendments, to reflect a change in the name of the Sponsor and the Plan, to comply with the final regulations under

- 1 -

Section 415 of the Code (published on April 5, 2007), and to make such other changes as the Sponsor finds necessary or desirable. This 2009 Restatement is generally effective January 1, 2009, except as otherwise explicitly provided herein. Effective January 1, 2009, the Sponsor shall be Silgan Plastics LLC.

The rights and benefits of any Participant entitled to benefits under this Plan generally shall be determined in accordance with the applicable provisions of the Plan as in effect at the time the applicable event occurs, except as otherwise explicitly provided in this Plan.

The amount of the Accrued Benefit of a Participant determined under Section 5.1 (normal retirement), Section 5.2 (early retirement), Section 5.3 (late retirement) or Section 6.1 (vested terminated), shall be determined in accordance with the applicable provisions of the Plan as in effect at the time of Termination of Employment of the Participant; except that the benefit of a Participant who is transferred from Covered Employment to uncovered employment and is employed in uncovered employment at Termination of Employment shall be shall be determined in accordance with the applicable provisions of the Plan as in effect at the time of such transfer. Furthermore, the amount of the Accrued Benefit of a Disabled Terminated Employee shall be determined in accordance with the applicable provisions of the Plan as in effect at the time such Participant ceases to accrue benefits in accordance with Section 4.8.

The provisions of the basic plan document shall apply generally to all Participants, except as specifically provided in a Supplement. The rights and benefits of a Participant attributable to employment at a particular plant or location shall be governed by the Supplement applicable to that plant or location to the extent the provisions of such Supplement specifically override or supplement the provisions of the basic plan document.

- 2 -

ARTICLE I – STATEMENT OF PURPOSE

This Plan is intended to provide a means whereby an Employer may provide a measure of financial security for its qualified Employees and their Beneficiaries upon retirement or death. It is intended that the Plan shall qualify as a pension plan under Section 401 of the Internal Revenue Code of 1986.

ARTICLE II – DEFINITIONS

The following words and phrases, when used in this Plan, unless the context clearly indicates otherwise, shall have the following meanings:

2.1 Accrued Benefit. The amount from time to time payable to a Participant in the form of a Single Life Annuity beginning on the Normal Retirement Date of the Participant determined in accordance with the Plan, including any applicable Supplement, as if the Participant had incurred a Termination of Employment at such time, but determined without regard to whether the Participant has a vested right to such amount.

2.2 Actuary. An actuary, enrolled by the Joint Board for the Enrollment of Actuaries, selected by the Sponsor.

2.3 Affiliate. Any corporation or other business entity that from time to time is, along with the Sponsor, a member of a controlled group of businesses (as defined in Sections 414(b) and 414(c) of the Code, a member of an affiliated service group (as defined in Section 414(m) of the Code), or a member of a group defined in 414(o) of the Code; and any other business entity that is an Employer. A business entity is an Affiliate only while a member of such group.

2.4 Annuity Starting Date. The first day of the first period for which an amount is paid in accordance with the Plan (not the actual day of payment); or, for payments in a form other than an annuity, the date as of which distribution is made.

2.5 Average Total Earnings. The greater of the earnings in the following two earnings computation periods:

(a) The monthly average of earnings received during the thirty-six full months immediately before the date the Participant most recently ceased to be a full-time Employee in Covered Employment, multiplied by twelve; and

(b) The monthly average of earnings received during the highest three of the five most recent full calendar years ending on or before the day the Participant most recently ceased to be a full-time Employee in Covered Employment, multiplied by twelve.

- 3 -

Notwithstanding the above, the earnings of a Participant who most recently ceased to be in Covered Employment before May 1, 2003, but who had not yet incurred a Termination of Employment as of May 1, 2003, shall be determined with respect to the thirty-six month or five calendar year period ending on April 30, 2003.

Computation of a Participant’s Average Total Earnings shall be subject to the following:

(a) For purposes of calculating Average Total Earnings during the final thirty-six month computation period, if the Participant has no earnings during one or more of his final thirty-six months, then his Average Total Earnings shall be the average of his monthly earnings during such final thirty-six months in which he had earnings;

(b) If his base salary has been reduced because of a decline in his physical or mental capacity to continue his former assignment, or because he was transferred to a position of reduced responsibilities or his assignment was abolished or its responsibilities curtailed, his Average Total Earnings shall be computed as if his base salary had not been reduced;

(c) If he received disability income from any employee welfare benefit plan maintained by his Employer or in which his Employer participates, then his average monthly earnings for the computation periods for determination of Average Total Earnings shall be computed:

(i) On the assumption that for each month of such computation periods during which month he received disability income under such plan he had monthly earnings equal to but not less than his base salary for the month immediately preceding the month in which his disability income commenced under such plan; and

(ii) With respect to the balance of such computation periods, if any, by applying the actual earnings received;

(d) If a Participant, who was employed by a member of the Monsanto Controlled Group on August 31, 1987, incurs a Termination of Employment prior to completing thirty-six months of service with a member of the Controlled Group, Average Total Earnings shall include monthly earnings during the computation period from the Monsanto Controlled Group; and

(e) Effective on and after January 1, 2001, in the event a Participant’s Average Total Earnings in any year or twelve-month period falling within the applicable computation period described in this section shall be based on less than 2080 Hours of Service, such Average Total Earnings shall be adjusted to reflect 2080 Hours of Service in such year or twelve-month period for purposes of this Section. The adjusted Average Total Earnings shall be determined by dividing 2080 by the number of actual Hours of Service for such year or twelve-month period, and then multiplying this factor by the actual Average Total Earnings for such year or twelve-month period.

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Average Total Earnings shall include the total amount of cash paid to an Employee, or that would be paid to an Employee but for amounts withheld from payroll for taxes or pursuant to a salary reduction agreement entered into by the Employee, by a member of the Controlled Group that is comprised of base salary and incentive pay that is determined on the basis of individual performance. Pay other than base salary that is not determined on the basis of individual performance, such as moving expenses and cost of living supplements for temporary assignments, are not included in Average Total Earnings. In no event shall pay used in the calculation of Average Total Earnings exceed one hundred twenty-five percent (125%) of base salary for any calendar year or portion thereof. For this purpose, a bonus received in a calendar year shall be treated as if one-twelfth of the bonus had been received in each month of such calendar year.

Notwithstanding any other provision of this Plan, in no event shall the earnings of a Participant taken into account under this Plan for any Plan Year exceed the maximum amount permitted in Section 401(a)(17) of the Code for that Plan Year ($245,000 for 2009) as adjusted from time to time. The $200,000 compensation limit shall apply to years beginning prior to January 1, 2002, in determining benefit accruals after December 31, 2001. If the period for determining earnings in a Plan Year is less than the full Plan Year, the maximum amount for that Plan Year shall be reduced proportionately.

2.6 Beneficiary. The person or persons validly designated by a Participant to receive whatever benefits may be payable on or after the death of the Participant, other than a person designated as a joint annuitant under a joint and survivor form of annuity. A person designated as such a joint annuitant may not name a beneficiary.

2.7 Board of Directors. The Board of Directors of the Sponsor.

2.8 Code. The Internal Revenue Code of 1986. Reference to a section of the Code shall include that section and any comparable section or sections of any future legislation that amends, supplements or supersedes said section.

2.9 Controlled Group. The Sponsor and each Affiliate.

2.10 Covered Employment. All service performed for an Employer for which an Employee is compensated on a salaried basis while classified by the Employer as an employee (without regard to any retroactive reclassification) assigned to any of the following locations or job categories:

(a) Any historical Monsanto Company location effective on and after September 1, 1987;

(b) Service with Fortune Plastics, Inc. in the job categories of Vice President and General Manager and Vice President of Sales and Marketing, and service with Express Plastic Containers, Ltd. in the job category of Vice President and General Manager on and after April 1, 1989;

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(c) Any historical Fortune Plastics, Inc. location effective on and after January 1, 1990;

(d) Any historical Silgan P.E.T. Corporation location effective on and after July 24, 1989;

(e) Service at the Flora, Illinois location on and after April 1, 1997;

(f) Service at the Fairfield, Ohio location on and after January 1, 1999;

(g) Any historical Clearplass Containers, Inc. location effective on and after January 1, 2000;

(h) Any historical RXI Holdings, Inc. (including its subsidiaries) location on and after January 1, 2001;

(i) The Port Clinton, Ohio location on and after January 1, 2001;

(j) The Woodstock, Illinois location on and after July 1, 2004;

(k) The Allentown, Pennsylvania location on and after October 1, 2004; and

(l) Any other category of service for which an Employee is compensated on a salaried basis that is designated by the Sponsor in writing as Covered Employment on and after the date specified in such written designation.

Except as otherwise provided in an applicable Supplement, service as an hourly-paid Employee, service while the Employee is a member of a collective bargaining agreement with respect to which retirement benefits were the subject of good faith bargaining and service as a Leased Employee is not Covered Employment.

2.11 Disabled Terminated Employee. A former employee who is receiving long-term disability benefits under the long-term disability plan of the Sponsor; provided that, the Participant shall have completed at least two and one-half (2 ¹/2) Years of Benefit Service as of his last full day of active service with a member of the Controlled Group.

2.12 Early Retirement Age. The date on which an Employee first attains fifty-five (55) years of age and completes five (5) Years of Vesting Service.

2.13 Early Retirement Date. The first day of the month next following the date the Employee incurs a Termination of Employment after attaining his Early Retirement Age.

2.14 Employee. Any individual who is employed by any member of the Controlled Group and any Leased Employee.

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2.15 Employer. Silgan Plastics LLC (formerly named Silgan Plastics Corporation and InnoPak Plastics Corporation); Fortune Plastics, Inc.; Express Plastic Containers, Ltd.; Clearplass Containers, Inc.; RXI Holdings, Inc. (effective January 1, 2001); Thatcher Tubes LLC (effective July 1, 2004); Amcor Plastube, Inc. (effective October 1, 2004); any Participating Division; and any other business entity which may adopt this Plan with the consent of the Sponsor.

Participating Division shall mean any division of any business entity which may adopt this Plan, or a designated unit of such an entity, which by appropriate action of the Sponsor has been designated as a Participating Division.

Any business entity that adopts this Plan for the benefit of its Employees shall thereby consent to all of the terms and conditions of this Plan, including the provisions authorizing the Sponsor to control the content and administration of the Plan, and shall agree to contribute the amount determined for it each year by the Actuary and the Sponsor.

2.16 ERISA. The Employee Retirement Income Security Act of 1974, as amended. Reference to a section of ERISA shall include that section and any comparable section or sections of any future legislation that amends, supplements or supersedes said section.

2.17 Late Retirement Date. The first day of the month next following the date the Employee incurs a Termination of Employment after his Normal Retirement Date.

2.18 Leased Employee. Any individual other than a common law employee, who, pursuant to an agreement between any member of the Controlled Group and any other person, has performed services for such member, or for any person related to the member, as defined in Section 414(n)(6) of the Code, on a substantially full-time basis for a period of at least one (1) year and such services are performed under the primary direction or control of such member. An individual who becomes a Leased Employee (without regard to the one (1) year requirement) shall be deemed to be an Employee for the purpose of eligibility to participate and vesting at the time the individual first begins performing services for a member of the Controlled Group. An individual covered by a money purchase pension plan providing a non-integrated Employer contribution of at least ten percent (10%) of compensation, immediate participation and full vesting, shall not be treated as a Leased Employee; provided that Leased Employees (determined without regard to this sentence) do not constitute more than twenty percent (20%) of the recipient’s non-highly-compensated work force.

A Leased Employee shall not be eligible to participate in the Plan.

2.19 Monsanto Controlled Group. Monsanto Company and any business entity that along with Monsanto Company was a member of a controlled group of businesses (as defined in Sections 414(b) and 414(c) of the Code) or a member of or affiliated service group (as defined in Section 414(m) of the Code) as constituted on August 31, 1987.

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2.20 Monsanto Salaried Plan. The Monsanto Company Salaried Employees’ Pension Plan; which includes the Solutia Inc. Pension Plan that was spun off from the Monsanto Salaried Plan effective September 1, 1997.

2.21 Normal Retirement Age. The sixty-fifth (65^th) birthday of an Employee; provided that, if the Employee commences participation in the Plan after his sixtieth (60^th) birthday, the fifth (5^th) anniversary of the date he commences participation in the Plan.

2.22 Normal Retirement Date. The first day of the month next following the Employee’s Normal Retirement Age.

2.23 Other Monsanto Plan. Any defined benefit pension plan maintained by a member of the Monsanto Controlled Group (other than the Monsanto Company Salaried Employees’ Pension Plan), which includes any defined benefit pension plan maintained by Solutia Inc. on or after September 1, 1997, from which a Participant is entitled to a benefit.

2.24 Participant. An Employee or former Employee, other than a Retired Participant, who shall have become entitled to participate in this Plan as provided in Article III, and who continues to have rights to benefits under this Plan, or whose beneficiaries may be eligible to receive benefits under this Plan.

2.25 Permanent Disability. Such permanent physical or mental impairment as renders a person eligible to receive disability benefits under the long-term disability plan maintained by the Employer, if the person is covered by such a plan; and if the person is not covered by such a plan, under the Social Security Act.

2.26 Plan. The Silgan Plastics Pension Plan for Salaried Employees, the terms and provisions of which are set forth in this instrument, including any applicable Supplement, as amended from time to time.

2.27 Plan Administrator. The Plan Administrator provided for in Article XIII hereof.

2.28 Plan Year. The calendar year.

2.29 Retired Participant. A Participant who has terminated employment and who is receiving benefits in accordance with the provisions of this Plan.

2.30 Retirement Date. The first day as of which a retirement benefit is payable to a Participant in accordance with this Plan, and may be either a Normal Retirement Date, an Early Retirement Date or a Late Retirement Date.

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2.31 Sponsor. Silgan Plastics Corporation. Effective January 1, 2009, the Sponsor shall be Silgan Plastics LLC.

2.32 Spouse or Surviving Spouse. The person to whom the Participant is lawfully married on his Annuity Starting Date, or in the case of a Participant who dies before such time, the person to whom the Participant is lawfully married throughout the one-year period ending upon the date of death of the Participant, provided that a former spouse will be treated as the Spouse or Surviving Spouse to the extent provided under a Qualified Domestic Relations Order as described in Section 414(p) of the Code.

2.33 Termination of Employment. Separation from the service of all members of the Controlled Group other than pursuant to a leave of absence granted by a member of the Controlled Group in accordance with a uniform and nondiscriminatory leave of absence policy; unless, in the case of a sale of substantially all of the assets of a business, the Employee is employed by the buyer of the business immediately after the sale and the buyer adopts this Plan or a successor qualified plan that accepts the assets and liabilities of this Plan with respect to such Employee. Cessation of membership in the Controlled Group of the employer of an Employee constitutes a Termination of Employment of such Employee; unless the divested employer adopts this Plan or a successor qualified plan that accepts the assets and liabilities of this Plan with respect to such Employee. Transfer of employment from Covered Employment to Uncovered Employment or from one member of the Controlled Group to another member of the Controlled Group shall not constitute a Termination of Employment.

2.34 Trust Agreement. The trust agreement entered into between the Sponsor and the Trustee in accordance herewith for the purpose of holding and investing the Trust Fund; provided that, to the extent that the Trust Fund is invested directly in an Annuity Contract, the Annuity Contract shall constitute the Trust Agreement.

2.35 Trust Fund. The Trust Fund as described in Article XI hereof.

2.36 Trustee or Trustees. The person or persons serving as trustee of the Trust Fund or any successor(s) thereto; provided that, to the extent that the Trust Fund is invested in an Annuity Contract, the insurance company shall be the Trustee.

ARTICLE III – PARTICIPATION

3.1 Entry Date. An Employee shall be eligible to begin to participate in the Plan on the first day such Employee is employed in Covered Employment.

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3.2 Reemployed Participants. A former Participant shall become a Participant immediately upon reemployment in Covered Employment.

3.3 Participant Freeze. Except as otherwise provided in an applicable schedule, notwithstanding anything to the contrary, an Employee who enters Covered Employment after 2006 shall not be eligible to participate in the Plan. In addition, a former Participant shall not be eligible to participate on and after re-employment in Covered Employment after 2006.

ARTICLE IV – SERVICE

4.1 Year of Vesting Service. The term “Year of Vesting Service,” for the period subsequent to December 31, 1987, means any Plan Year during which an Employee completes at least one thousand (1,000) Hours of Service. An Employee shall receive no service credit for any Plan Year during which he completes less than one thousand (1,000) Hours of Service.

For former Monsanto Company employees, a Year of Vesting Service for the period prior to January 1, 1988, means a year of vesting service to which the Employee was entitled as of August 31, 1987, in accordance with the provisions of the Monsanto Salaried Plan; provided that, if and only if, the Employee was not entitled to a year of vesting service under the Monsanto Salaried Plan for the period beginning January 1, 1987, and ending August 31, 1987, then the hours of service that the Employee completed under the Monsanto Salaried Plan during 1987 shall be added to the Hours of Service to which he would be entitled under this Plan for the period beginning September 1, 1987, and ending December 31, 1987, and if such sum equals or is greater than one thousand (1,000), such Employee shall be credited with one Year of Vesting Service for 1987. In no event shall an Employee be credited with more than one Year of Vesting Service for service for 1987.

Former employees of Aim Packaging, Inc. who became an Employee at the time of the acquisition of Aim Packaging, Inc. by Silgan Plastics Corporation shall receive credit for a Year of Service for Vesting for each Year of Service, if any, to which the Employee was entitled under the Aim Packaging, Inc. Profit Sharing Plan and Trust.

For former Amoco employees, a Year of Vesting Service for the period prior to January 1, 1990, means a year of vesting service to which the Employee was entitled as of December 31, 1988, in accordance with the provisions of the qualified pension plan maintained by Amoco Corporation or one of its subsidiaries in which the Employee was then a participant. A former Amoco employee who was employed by Silgan P.E.T. Corporation on July 19, 1989, shall be deemed to have completed five hundred (500) Hours of Service in 1989 prior to such date for purposes of vesting in this Plan. In no event shall an Employee be credited with more than one Year of Vesting Service for service in 1989. Service with Silgan P.E.T. Corporation on and after July 19, 1989, shall be treated as service with the Controlled Group for purposes of vesting.

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Former employees of Rexam Plastics, Inc. and its affiliates who were hired by Silgan Plastics Corporation on April 1, 1997, shall be credited with one Year of Vesting Service for each full twelve-month period from their date of hire by Rexam Plastics, Inc. and its affiliates through March 31, 1997.

Former employees of Winn Packaging Company who were hired by Silgan Plastics Corporation on January 2, 1998, shall be credited with one Year of Vesting Service for each full twelve-month period from their date of hire by Winn Packaging Company through January 2, 1998.

Former employees of Clearplass Containers, Inc. who were hired by Silgan Plastics Corporation on August 1, 1998, shall be credited with one Year of Vesting Service for each full twelve-month period from their date of hire by Clearplass Containers, Inc. through August 1, 1998.

Former employees of RXI Holding, Inc. and its subsidiaries who became an Employee at the time of the acquisition of RXI Holding, Inc. by Silgan Plastics Corporation, shall be credited with one Year of Vesting Service for each year of service from their date of hire by RXI Holding, Inc. and its subsidiaries through December 31, 2000, as shown on schedules provided to the Plan Administrator by RXI Holding, Inc. at the time of such acquisition.

Employees of the Amcor Plastube, Inc. facility in Allentown, PA (“Amcor”) who were hired by Silgan Plastics Corporation as a result of the acquisition of Amcor by Silgan Plastics Corporation shall be credited with one Year of Vesting Service for each year of service from their date of hire by Amcor through December 31, 2003, as shown on schedules provided to the Plan Administrator by Amcor at the time of the acquisition. In addition, such an Employee shall be credited with 40 Hours of Service for purposes of 2004 vesting service for every week of employment with Amcor in 2004.

Employees of Thatcher Tubes LLC who became an Employee at the time of the acquisition of Thatcher Tubes LLC by Silgan Plastics Corporation shall be credited with one Year of Vesting Service for each full twelve-month period from their date of hire by Thatcher Tubes LLC through December 31, 2002.

4.2 Accreditation of Years of Vesting Service. A Participant shall be credited with all Years of Vesting Service except as follows:

(a) If an Employee incurs a One Year Break in Service, service before such break shall be disregarded until such Employee is credited with a Year of Vesting Service after his return to employment; and

(b) If a Participant does not have a nonforfeitable right to any portion of his Accrued Benefit at the time he incurs a One Year Break in Service after a Termination of Employment, his Years of Vesting Service earned before such a break shall be disregarded completely if the number of his consecutive One Year Breaks in Service equals or exceeds the greater

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of five (5) or the aggregate number of his Years of Vesting Service (such aggregate number of Years of Vesting Service determined without including any Years of Vesting Service not required to be taken into account under this section by reason of any prior break determined under the Break in Service rules in effect at the time the break occurred).

4.3 Year of Benefit Service. The term “Year of Benefit Service,” for the period subsequent to December 31, 2000, means a Plan Year during which a Participant completes at least one thousand (1,000) Hours of Service while in Covered Employment; provided that, if the Participant completes at least one thousand (1,000) Hours of Service but less than two thousand eighty (2,080) Hours of Service while in Covered Employment during a Plan Year, he shall be credited with a fractional Year of Benefit Service where such fractional year is determined by dividing the number of Hours of Service credited to the Participant while the Participant was in Covered Employment during such Plan Year (maximum 2,080) by 2,080 and rounding the result to the nearest tenth. A Participant shall not be credited with any Benefit Service for a Plan Year during which the Participant completes less than one thousand (1,000) Hours of Service while in Covered Employment.

For former Monsanto Company employees, Years of Benefit Service for the period prior to September 1, 1987, means all benefit service (including fractions) to which the Employee was entitled in accordance with the provisions of the Monsanto Salaried Plan as of August 31, 1987. For the period beginning September 1, 1987, and ending December 31, 1987, a Participant shall be credited with a partial Year of Benefit Service in accordance with the immediately preceding paragraph.

For former Amoco employees, service at an historical Silgan P.E.T. Corporation location as a regular full-time salaried employee on and after July 19, 1989, shall be treated as Covered Employment for purposes of determining Benefit Service. For former Amoco employees described in subsection 5.1(c) (“Amoco Chemical Plan” employees), Years of Benefit Service for the period prior to July 19, 1989, means all Benefit Service (including fractions) to which the Employee was entitled in accordance with the provisions of the qualified pension plan maintained by Amoco Corporation or one of its subsidiaries in which the Employee was a participant, as shown on schedules provided by Amoco Corporation to the Employer. Service prior to July 19, 1989, shall be disregarded for purposes of determining Benefit Service for former Amoco employees other than such former Amoco Chemical Plan employees.

4.4 Accreditation of Years of Benefit Service. A Participant shall be credited with all Years of Benefit Service except as follows:

(a) If a Participant does not have a nonforfeitable right to any portion of his Accrued Benefit at the time he incurs a One Year Break in Service after a Termination of Employment, his Years of Benefit Service completed before such a break shall be disregarded completely if the number of his consecutive One Year Breaks in Service equals or exceeds the greater of five (5) or the aggregate number of his Years of Benefit Service prior to such break (such aggregate number of Years of Benefit Service determined without including

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any Years of Benefit Service not required to be taken into account under this section by reason of any prior Break determined under the break in service rules in effect at the time the break occurred); and

(b) Benefit Service with respect to which a Participant received a qualified cash-out shall be disregarded as provided in Section 9.7.

4.5 Hour of Service. “Hour of Service” means:

(a) Each hour for which an Employee is paid, or entitled to payment, for the performance of duties for a member of the Controlled Group, directly or indirectly by such a member, which shall be credited to the computation period(s) in which the duties are performed;

(b) Each hour for which an Employee is paid, or entitled to payment of, compensation by a member of the Controlled Group, directly or indirectly, on account of a period of time in which no duties are performed, which is calculated on the basis of units of time (such as a week’s pay for vacation), which shall be credited to the computation period(s) during which no duties are performed occurs, beginning with the first unit of time to which the payment relates;

(c) Each hour for which an Employee is paid, or entitled to payment of, compensation by a member of the Controlled Group, directly or indirectly, on account of a period of time in which no duties are performed, which is not calculated on the basis of units of time (such as a lump-sum payment for disability through a disability insurance plan to which an Employer pays premiums), which shall be credited to the computation period(s) in which such inactive period occurs; provided that Hours of Service attributable to any one such payment shall not be allocated between more than two (2) computation periods; and

(d) Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by or member of the Controlled Group, which shall be credited to the computation period(s) to which the award or agreement for back pay pertains.

In the case of payment of compensation on account of a period of time during which no duties are performed that is not calculated on the basis of units of time (as described in subparagraph (c) above), the number of Hours of Service to be credited shall be equal to the amount of the payment divided by the Employee’s most recent hourly rate of compensation. The hourly rate of compensation for an hourly Employee shall be the Employee’s most recent hourly rate of compensation; the hourly rate of compensation for a salaried Employee shall be the Employee’s most recent rate of compensation per pay period divided by the number of hours regularly scheduled for the performance of duties during such period; and the hourly rate of compensation for an Employee compensated on some other basis (such as commissions) shall be deemed to be the minimum wage.

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Except as provided in Section 4.8 with respect to a Disabled Terminated Employee, in no event shall more than five hundred one (501) Hours of Service be credited on account of any single continuous period during which the Employee performs no duties.

4.6 Accreditation of Hours of Service. Hours of Service shall be credited as follows:

(a) A salaried Employee compensated on a daily basis shall be credited with ten (10) Hours of Service for each day for which the Employee would be entitled to be credited with at least one Hour of Service;

(b) A salaried Employee compensated on a weekly payroll basis shall be credited with forty-five (45) Hours of Service for each weekly payroll period for which the Employee would be entitled to be credited with at least one (1) Hour of Service;

(c) A salaried Employee compensated on a semi-monthly payroll basis shall be credited with ninety-five (95) Hours of Service for each semi-monthly payroll period for which the Employee would be entitled to be credited with at least one (1) Hour of Service;

(d) A salaried Employee compensated on a monthly payroll basis shall be credited with one hundred ninety (190) Hours of Service for each monthly payroll period for which the Employee would be entitled to be credited with at least one Hour of Service; and

(e) An Employee compensated on an hourly basis and an Employee working on a part-time basis shall be credited with the Hours of Service as determined from the records of hours worked and hours for which payment is deemed made or due.

4.7 One Year Break in Service. “One Year Break in Service” means any Plan Year during which the Employee has not completed more than five hundred (500) Hours of Service. A One Year Break in Service occurs at the close of such a year.

Solely to determine whether a One Year Break in Service has occurred, an Employee who is absent from work for maternity or paternity reasons shall receive credit for the Hours of Service that would otherwise have been credited to such individual but for such an absence, or in any case in which such hours cannot be determined, eight (8) Hours of Service per day of such absence. For purposes of this section, an absence from work for maternity or paternity reasons means an absence:

(a) By reason of the pregnancy of the individual;

(b) By reason of the birth of a child of the individual;

(c) By reason of the placement of a child with the individual in connection with the adoption of such child by such individual; or

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(d) For purposes of caring for such child for a period beginning immediately following such birth or placement.

The Hours of Service credited under this section shall be credited in the Plan Year in which the absence begins if the crediting is necessary to prevent a One Year Break in Service in that Plan Year, or in all other cases, in the immediately following Plan Year.

4.8 Special Rule for Disabled Terminated Employees. Notwithstanding anything in Article IV to the contrary, a Disabled Terminated Employee shall continue to accrue service for Vesting Service and for Benefit Service during any period in which he is receiving long-term disability benefits from any employee welfare benefit plan maintained by his Employer until the date he commences to receive a retirement income under this Plan.

4.9 Absence in Military Service. Effective December 12, 1994, notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to military service will be provided in accordance with Section 414(u) of the Code.

ARTICLE V – RETIREMENT BENEFITS

5.1 Normal Retirement Benefit.

(a) Normal Retirement Benefit: General Formula. Each Participant who, other than a grandfathered Participant described in subsection 5.1(b) or 5.1(c) below, who remains an Employee until his Normal Retirement Age shall be entitled to receive a monthly retirement income payable to the Participant for his lifetime (“Single Life Annuity”) the annual amount of which is equal to one and one-tenth percent (1.1%) of the Participant’s Average Total Earnings multiplied by his Years of Benefit Service.

Average Total Earnings shall be determined as provided in Section 2.5, except that:

(i) Average Total Earnings of former Amoco employees will be determined as provided in subsection 5.1(c); provided that if a former Amoco employee other than a former Amoco Chemical employee described in subsection 5.1(c) incurs a Termination of Employment before completing a thirty-six (36) month period of employment with the Employer or Silgan P.E.T. Corporation, or both, his Average Total Earnings shall be the average earnings during the final thirty-six (36) full months of employment with such corporations in which he had earnings;

(ii) compensation paid by RXI Holdings, Inc. and its subsidiaries prior to January 1, 2000, shall be deemed compensation paid by an Employer; and if a former employee of RXI Holdings, Inc. and its subsidiaries incurs a Termination of

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Employment before completing a thirty-six (36) month period of employment with the Employer or RXI Holdings, Inc. and its subsidiaries, or both, his Average Total Earnings shall be the average earnings during the final thirty-six (36) full months of employment with such corporations in which he had earnings.

(b) Normal Retirement Benefit: Former Monsanto Employees. Each Participant who was an Employee on September 1, 1987, who previously was employed as a salaried employee by a member of the Monsanto Controlled Group and who remains an Employee until his Normal Retirement Age shall be entitled to receive a monthly retirement income payable to the Participant for his lifetime (a “Single Life Annuity”) the annual amount of which is equal to the greater of:

(i) One and two-tenths percent (1.2%) of the Participant’s Average Total Earnings multiplied by his Years of Benefit Service for a Participant who was first hired by a member of the Controlled Group or by a member of the Monsanto Controlled Group after March 31, 1986; and

(ii) One and four-tenths percent (1.4%) of the Participant’s Average Total Earnings multiplied by his Years of Benefit Service for a Participant who was first hired by a member of the Controlled Group or by a member of the Monsanto Controlled Group on or before March 31, 1986.

(c) Normal Retirement Benefit: Former Amoco Employees (Chemical Plan). Each participant who was an Employee of Silgan P.E.T Corporation on July 19, 1989, who previously was employed by Amoco Corporation or one of its subsidiaries and was a participant in the Employee Retirement Plan of Amoco Corporation and Participating Companies (the “Amoco Chemical Plan”) and who remains an Employee until his Normal Retirement Age shall be entitled to receive a monthly retirement income payable to the Participant for his lifetime (a “Single Life Annuity”) the annual amount of which is equal to one and four-tenths percent (1.4%) of the Participant’s Average Total Earnings multiplied by his Years of Benefit Service.

Average Total Earnings shall be determined as provided in Section 2.5, except that: compensation paid by Silgan P.E.T. Corporation prior to July 13, 1990, shall be deemed compensation paid by an Employer; and employment by Amoco Corporation or one of its subsidiaries during the thirty-six (36) month period ending July 19, 1989, shall be deemed employment by an Employer, and compensation paid by Amoco Corporation or one of its subsidiaries during such period shall be deemed compensation paid by an Employer. For purposes of the immediately preceding sentence, the amount of compensation paid by Amoco Corporation or one of its subsidiaries that is deemed paid by an Employer shall be the amount of compensation determined by Amoco for purposes of computing the benefit accrued under the Employee Retirement Plan of Amoco Corporation as in effect at the applicable time, with the amount of compensation attributed to any particular month in a calendar year equal to such compensation for such calendar year divided by twelve (12).

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(d) Benefits for 401(a)(17) Employees.

(i) Notwithstanding any other provision in this Plan to the contrary, the accrued benefit of a Section 401(a)(17) Employee at Normal Retirement Date, payable in the form of a Single Life Annuity, shall be determined as provided in subsection (ii) below.

(ii) The accrued benefit shall be equal to the greater of:

(1) The 1993 Frozen Accrued Benefit plus the benefit determined by applying the applicable formula in Section 5.1(a), (b) or (c) to Years of Benefit Service completed after December 31, 1993; or

(2) The benefit determined by applying the applicable formula in this Section 5.1(a), (b) or (c) to all Years of Benefit Service.

(iii) For purposes of this section, the following terms shall have the following meanings.

(1) “Section 401(a)(17) Employee” means an employee with accrued benefits in plan years beginning before January 1, 1994, that were determined taking into account Annual Earnings that exceeded $150,000 for any year.

(2) “1993 Frozen Accrued Benefit” means that accrued benefit for any Section 401(a)(17) Employee as of December 31, 1993, determined as if the Employee incurred a Termination of Employment on December 31, 1993 and without regard to any amendments to the Plan adopted after that date; provided, however, that the determination of the 1993 Frozen Accrued Benefit shall have no effect on the service taken into account for purposes of determining vesting and eligibility for benefits, rights and features under the Plan, such as subsidized early retirement.

(e) Normal Retirement Benefits: Participants Covered by Supplement. Subject to the conditions and limitations of the Plan, a Participant described in an applicable Supplement who retires on his Normal Retirement Date will be entitled to a monthly retirement income payable to the Participant for his lifetime (a “Single Life Annuity”) commencing at his Normal Retirement Date in an amount as provided in the applicable Supplement.

5.2 Early Retirement Benefit. Each Participant who remains an Employee until his Early Retirement Date but incurs a Termination of Employment before his Normal Retirement Age shall be entitled to receive a monthly retirement income benefit calculated as for normal retirement, but based on his Average Total Earnings, his Benefit Service, and other relevant factors as of his Termination of Employment, in one of the following forms:

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(a) A monthly retirement income commencing at the Normal Retirement Date of the Participant; or

(b) If the Participant so elects before the Annuity Starting Date, subject to the notice and election requirements of Article IX, a monthly retirement income commencing at the Early Retirement Date of the Participant, or on the first day of any month thereafter prior to his Normal Retirement Date, equal to the monthly amount of retirement income payable at the Normal Retirement Date of the Participant reduced by one-fourth of one percent (1/4%) for each month or part of a month (three percent (3%) a year) that his Annuity Starting Date precedes his Normal Retirement Date.

Notwithstanding the foregoing, in lieu of a retirement income commencing at his Normal Retirement Date, a Participant described in an applicable Supplement may elect, subject to the notice and election requirements of Article IX, to receive his retirement income beginning on his Early Retirement Date or on the first day of any month thereafter prior to his Normal Retirement Date, the monthly amount of which shall be subject to an Early Retirement Income Reduction as provided in the applicable Supplement.

5.3 Late Retirement. Each Participant who remains an Employee after his Normal Retirement Date shall be entitled to a monthly retirement income payable to the Participant for his lifetime (a “Single Life Annuity”) commencing at his Late Retirement Date calculated as for normal retirement in accordance with Section 5.1, based on his Average Total Earnings and his Benefit Service to his Late Retirement Date. The monthly amount of the retirement income of such a Participant shall not be increased actuarially to reflect the deferred Annuity Starting Date; but shall be decreased actuarially to reflect payments made before the Late Retirement Date of a Participant on account of the minimum distribution rules (age 70 ¹/2 rule) of Section 10.4.

5.4 Hourly Paid Employees Transferred to Salaried Basis. The monthly retirement income payable to a Participant, who was an hourly-paid Employee prior to the date his participation under this Plan commenced and who is otherwise entitled to a benefit under an hourly-paid Employee’s pension plan maintained by a member of the Controlled Group (the “Hourly Plan”) and, if applicable, under a pension plan for hourly-paid employees maintained by a member of the Monsanto Controlled Group (the “Monsanto Hourly Plan”), with respect to his participation in this Plan, his participation in the Hourly Plan and his participation in the Monsanto Hourly Plan shall be the greater of:

(a) The monthly retirement income computed under this Plan as if all Benefit Service accrued under the Hourly Plan, the Monsanto Hourly Plan and this Plan had been accrued under this Plan; and

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(b) The sum of:

(i) The monthly retirement income calculated under this Plan, but based solely on his Benefit Service on and after the date his participation in this Plan commenced;

(ii) His non-contributory regular benefits under the Hourly Plan based on his benefit service accrued under the Hourly Plan prior to the date his participation in this Plan commenced and based on the provisions of the Hourly Plan in effect on the date he ceased to be an hourly Employee actively participating thereunder; and

(iii) His non-contributory regular benefits under the Monsanto Hourly Plan based on his benefit service accrued under the Monsanto Hourly Plan prior to the date his participation in this Plan commenced and based on the provisions of the Monsanto Hourly Plan in effect on the date he ceased to be an hourly employee actively participating thereunder.

5.5 Offset of Benefits. The retirement benefit to which a Participant who is a former Monsanto employee is otherwise entitled under the provisions of this Plan at his Annuity Starting Date shall be reduced by the monthly amount of any benefit to which the Participant is entitled under the Monsanto Salaried Plan or any Other Monsanto Plan computed as if the Participant had received his retirement benefit under the Monsanto Salaried Plan and the Other Monsanto Plan in the form of a Single Life Annuity commencing at his Normal Retirement Date, to the extent that benefits under such Monsanto plan(s) are based on the same benefit service taken into account to compute the benefit under Section 5.1.

The retirement benefit to which a Participant who is a former Amoco employee is otherwise entitled under the provisions of this Plan at his Annuity Starting Date shall be reduced by the monthly amount of the benefit to which the Participant is entitled under the Employee Retirement Plan of Amoco Corporation (the “Amoco Chemical Plan”) payable in the form of a Single Life Annuity commencing at his Normal Retirement Date, as shown on schedules provided by Amoco Corporation to the Employer.

In addition, the retirement benefit to which a Participant is otherwise entitled under the provisions of this Plan at his Annuity Starting Date shall be reduced by the value, expressed as an equivalent monthly amount, of any benefit to which the Participant is entitled under the Hourly Plan computed as if the Participant had received his retirement benefit under the Hourly Plan in the form of a Single Life Annuity commencing at his Normal Retirement Date, to the extent that benefits under such plan are based on the same benefit service taken into account to compute the benefit under Section 5.1.

5.6 Protected Benefits. In the event of any change in a benefit formula resulting from a plan amendment, a Participant in the Plan as of the Amendment Date of the amendment, shall be entitled to a benefit no less than the Pre-Amendment Accrued Benefit payable to the Participant under the plan formula as in effect immediately before such Amendment Date.

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“Amendment Date” means the date on which an amendment to this Plan is amended or becomes effective, whichever is later.

“Pre-Amendment Accrued Benefit” means the monthly benefit in the form of a Single Life Annuity beginning at the Normal Retirement Date of the Participant to which the Participant would have been entitled if the Participant had incurred a Termination of Employment immediately prior to the Amendment Date.

ARTICLE VI – VESTED DEFERRED BENEFITS

6.1 Benefits on Termination of Employment. A Participant who incurs a Termination of Employment for any reason after completing at least five (5) Years of Vesting Service or attaining his Normal Retirement Age (a “Vested Terminated Participant”) shall be entitled to a monthly retirement income payable to the Participant for his lifetime (a “Single Life Annuity”) commencing at his Normal Retirement Date calculated as for normal retirement in accordance with Article V, based on his Average Total Earnings, and his Benefit Service as of his Termination of Employment.

In lieu of a retirement income commencing at his Normal Retirement Date, a Vested Terminated Participant may elect, subject to the notice and election requirements of Article IX, to receive his retirement income beginning on the first day of the month next following his fifty-fifth (55^th) birthday or on the first day of any month thereafter prior to his Normal Retirement Date. The monthly amount of the retirement income of a Vested Terminated Participant who completed at least ten (10) Years of Vesting Service shall be reduced, if applicable, by one-fourth percent (1/4%) for each complete calendar month (three percent (3%) per year) by which the date his monthly retirement benefits commence precedes his Normal Retirement Date. The monthly amount of the retirement income of a Vested Terminated Participant who completed less than ten (10) Years of Vesting Service shall be reduced to the Actuarial Equivalent of a Single Life Annuity commencing at his Normal Retirement Date.

6.2 Termination Prior to Vesting. If a Participant incurs a Termination of Employment prior to his Normal Retirement Age and prior to completing five (5) Years of Vesting Service, no benefits shall be payable to him under the Plan.

ARTICLE VII – DEATH BENEFITS

7.1 Pre-Retirement Surviving Spouse’s Annuity.

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In the event a Participant dies after completing at least five (5) Years of Vesting Service and before his Annuity Starting Date, the Participant’s Surviving Spouse shall be entitled to an annuity for life (a Pre-Retirement Surviving Spouse’s Annuity). The amount of the Pre-Retirement Surviving Spouse’s Annuity shall be equal to:

(i) In the case of a Participant who dies after his Early Retirement Age, the amount, if any, to which the Surviving Spouse would have been entitled if the Participant had retired (or taken early retirement) on the day before his death and had commenced to receive his retirement benefit in the form of a Qualified 50% Joint and Survivor Annuity, as defined in Section 9.2;

(ii) In the case of a Participant who dies on or before his Early Retirement Age, the amount, if any, to which the Surviving Spouse would have been entitled if the Participant had:

(1) Separated from service on the date of his death or, if earlier, the date of his actual Termination of Employment;

(2) Survived to fifty-five (55) years of age;

(3) Began receiving retirement income benefits in the form of a Qualified 50% Joint and Survivor Annuity, as defined in Section 9.2, commencing at fifty-five (55) years of age; and

(4) Died on the day after attaining fifty-five (55) years of age.

A Pre-Retirement Surviving Spouse’s Annuity shall be payable to the Surviving Spouse on the first day of the month next following the later of the death of the Participant or the date the Participant would have first attained his Early Retirement Date.

The Plan shall fully subsidize the cost of the Pre-Retirement Surviving Spouse’s Annuity.

If the Surviving Spouse receives a benefit under this Section 7.1, all other optional forms of benefits and other Beneficiaries and/or contingent annuitants shall be revoked.

7.2 Spouse’s Retirement Income Benefit. A Spouse’s Retirement Income Benefit in an amount determined below will be payable to the Surviving Spouse of a Participant who dies:

(a) After completing at least ten (10) Years of Vesting Service and before his Retirement Date (i) while employed by an Employer and after attaining fifty (50) years of age, or (ii) while a Disabled Terminated Employee receiving long-term disability benefits from any employee welfare benefit plan maintained by his Employer after attaining fifty-five (55) years of age; or

(b) After completing at least twenty (20) Years of Vesting Service while employed by an Employer.

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The Spouse’s Retirement Income Benefit shall be a monthly amount payable for life to the Participant’s Surviving Spouse equal to the payments to which the Surviving Spouse would have been entitled if the Participant had retired on the date of his death and had commenced to receive his benefits in the form of a Qualified 50% Joint and Survivor Annuity, as defined in Section 9.2, on the first day of the month next following the Participant’s death, based upon his Benefit Service and his Average Total Earnings as of the date of his death and calculated in accordance with Article V. Such benefit shall commence on the first day of the month next following the Participant’s death.

This section shall also be applicable to any Participant who works beyond his Normal Retirement Date and who dies prior to his Late Retirement Date.

A Spouse’s Retirement Income Benefit will also be paid to a Surviving Spouse of any Participant who dies on or after his Normal Retirement Age or his Early Retirement Age and prior to commencement of receipt of benefits hereunder, if his Surviving Spouse would be otherwise deprived of a benefit hereunder of at least a monthly amount, or the equivalent thereof, equal to the Spouse’s Retirement Income Benefit.

A Surviving Spouse may elect to receive the benefit under this section in lieu of any other benefit to which the Surviving Spouse may be entitled under this Article. If the Eligible Surviving Spouse receives a benefit under this section, all other optional forms of benefits and other Beneficiaries and/or contingent annuitants shall be revoked.

7.3 Special Spouse’s Retirement Income Benefit. A Special Spouse’s Retirement Income Benefit in an amount determined below will be payable with respect to the Surviving Spouse of a Participant who dies:

(a) After completing at least ten (10) Years of Vesting Service;

(b) While in the status a Disabled Terminated Employee receiving long-term disability benefits from any employee welfare benefit plan maintained by his Employer; and

(c) Before attaining fifty-five (55) years of age.

The Special Spouse’s Retirement Income Benefit shall be a monthly amount payable for life to the Participant’s Surviving Spouse equal to the payments to which the Surviving Spouse would have been entitled if the Participant had retired on the date of his death and had been permitted by the Plan to commence to receive benefits in the form of a Qualified 50% Joint and Survivor Annuity, as defined in Section 9.2, on the first day of the month next following the Participant’s death, based upon his Benefit Service and his Average Total Earnings as of the date he is deemed to have been totally and permanently disabled and computed without any reduction for the effect of receipt of monthly retirement income prior to the Participant’s Normal Retirement Date. Such benefit shall commence on the first day of the month next following the Participant’s death.

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A Surviving Spouse may elect to receive the benefit under this section in lieu of any other benefit to which the Surviving Spouse may be entitled under this Article. If the Surviving Spouse receives a benefit under this section, all other optional forms of benefits and other Beneficiaries and/or contingent annuitants shall be revoked.

ARTICLE VIII – LIMITATION OF BENEFITS

8.1 ERISA Limitation on Benefits. In no event shall the annual benefit under this Plan and all other defined benefit plans maintained by the Company exceed the lesser of:

(a) The amount specified in Section 415(b)(1)(A) of the Code, as adjusted for any applicable increases in the cost of living in accordance with Section 415(d) of the Code, as in effect on the last day of the Plan Year; and

(b) One-hundred percent (100%) of the average compensation of such Participant for his high three (3) consecutive Plan Years as provided in Section 415 of the Code.

Notwithstanding anything to the contrary in this section, the annual benefit, when paid in the form of a joint and survivor annuity, can be as great as that of a Single Life Annuity for the Participant, not in excess of the limitations contained in the first sentence of this section, plus a survivor annuity at the same level for the Participant’s Spouse.

For purposes of this section, Section 415 of the Code, which limits the benefits and contributions under qualified plans, is hereby incorporated by reference; provided that the repeal of Section 415(e) of the Code, which is effective for limitation years beginning on or after January 1, 2000, shall apply only to a Participant whose Accrued Benefit increases on or after January 1, 2000. The modified limitation for benefits beginning before or after a Participant’s Normal Retirement Age shall be determined in accordance with applicable regulations using the actuarial assumptions prescribed in Article IX, except as otherwise required by Section 415(b)(2)(E) of the Code.

For purposes of this section, compensation shall mean wages within the meaning of Section 3401(a) of the Code (for purposes of income tax withholding at the source) but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exceptions for agricultural labor and services performed outside the United States), plus the amount of salary reduction as a result of an election pursuant to a plan or plans governed by Section 125, 132(f)(4), 401(k), 403(b), or 457(b) of the Code (inclusively); plus deemed Section 125 compensation in a cafeteria plan with automatic enrollment where the Participant is unable to certify other health coverage and the Employer does not collect information regarding the Participant’s other health coverage as part of the enrollment process.

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Effective January 1, 2008, in order to be taken into account for purposes of this Section, compensation generally must be paid or treated as paid to the Employee before the severance from employment of the Employee. However, compensation paid by the later of 2 ¹/2 months after the severance from employment of an Employee or the end of the limitation year that includes the date of severance from employment of the Employee shall be treated as compensation to the extent such amounts are compensation for services rendered that would have been paid absent a severance from employment, payments of accrued vacation or other leave the Employee would have been able to use if employment had continued, or payments of unfunded nonqualified compensation that would have been paid at the same time if the Employee had continued in employment. For purposes of this Section, severance from employment means termination of common law employment; unless, in the case of a sale of substantially all of the assets of a business, the Employee is employed by the buyer of the business immediately after the sale and the buyer adopts this Plan or a successor qualified plan that accepts the assets and liabilities of this Plan with respect to such Employee; or, in the case of cessation of affiliated company status, such former affiliated company or a member of its new controlled group adopts this Plan or a successor qualified plan that accepts the assets and liabilities of the Plan with respect to such Employee.

For purposes of this Article, “Company” means the Sponsor and any corporation or other business entity that from time to time is, along with the Sponsor, a member of a controlled group as defined in Section 414 of the Code, as modified by Section 415(h) of the Code (fifty percent (50%) control test); and effective January 1, 1998, “Compensation” means wages paid by the Company within the meaning of Section 3401(a) of the Code (for purposes of income tax withholding at the source) but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exceptions for agricultural labor and the exceptions for services performed outside the United States), plus the amount of salary reduction as a result of an election pursuant to a plan or plans governed by Section 125, Section 132(f)(4), Section 401(k) or Section 403(b) of the Code (inclusively).

8.2 Reduction of Benefits. Effective on or after January 1, 2000, reduction of benefits or contributions to all plans, where required to comply with Section 8.1, shall be accomplished by reducing the Participant’s benefit under any defined benefit plans maintained by the Company in which he participated, such reduction to be made first with respect to the plan in which he most recently accrued benefits and thereafter in such priority as shall be determined by the Plan Administrators and the administrators of such other plans.

ARTICLE IX – FORMS OF PAYMENT

9.1 Automatic Forms. Subject to the provision of Section 9.6 (payment of benefits under $1,000), a Participant shall receive his retirement income in the form of a Qualified Joint and Survivor Annuity unless such Participant

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validly elects not to receive his retirement income in such form and the Spouse, if any, of the Participant consents to such election, in accordance with the provisions of Sections 9.3 and 9.4.

The retirement benefit of a Participant who elects not to receive a Qualified Joint and Survivor Annuity shall be paid in the form of payment to which the Participant elects to receive his retirement income in accordance with this Article. Any form of benefit in which a Participant may receive his retirement income under this Plan shall have a value actuarially equivalent (calculated in accordance with Section 9.8) to the value of the Single Life Annuity with payments in an amount determined in accordance with Article V or Article VI beginning on the first day of the first period for which an amount is paid.

9.2 Qualified Joint and Survivor Annuity. A Qualified Joint and Survivor Annuity means an annuity for the life of the Participant with a survivor annuity for the life of his Spouse which is equal to fifty percent (50%) of the amount of the annuity payable to the Participant during the joint lives of the Participant and his Spouse. In the case of a Participant who does not have a Spouse, a Qualified Joint and Survivor Annuity means an annuity for the life of the Participant (a “Single Life Annuity”).

9.3 Waiver of Qualified Joint and Survivor Annuity. An election to receive an optional form of benefit in lieu of a Qualified Joint and Survivor Annuity may be made (and any prior such election may be revoked) by a Participant entitled to receive his retirement income in such form, subject to the following:

(a) The election shall be in writing to the Plan Administrator in a form acceptable to or on a form furnished by the Plan Administrator, which clearly indicates that the Participant waives his right to receive his benefits in the form of a Qualified Joint and Survivor Annuity;

(b) The election shall be made at the time and in the manner prescribed in Section 9.4;

(c) The election must be consented to in writing by the Spouse, if any, of the Participant, and the consent of the Spouse must be witnessed by a Plan representative or notary public, unless the Participant establishes to the satisfaction of the Plan Administrator that such written consent may not be obtained because there is no Spouse or the Spouse cannot be located (any such consent shall be valid only with respect to the Spouse who signs the consent, or the designated Spouse whose consent cannot be so obtained);

(d) Both the waiver of the Participant and the consent of the Spouse, if such a consent is required, must specify the nonspouse beneficiary (or class of beneficiaries) who will receive the benefit and must specify the particular optional form of benefit.

(e) Any such election may be revoked by the Participant by a subsequent election made in accordance with this subsection during the Election Period prescribed in Section 9.4. Any such election also may be changed by the Participant by a subsequent election made

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in accordance with this subsection during the Election Period prescribed in Section 9.4; however, so long as the Spouse of the Participant is alive, any such election for which spousal consent is required may be changed to specify a different nonspouse beneficiary or a different optional form of payment only if, during such Election Period and in a manner that satisfies all of the consent requirements prescribed in this subsection, either (i) the Spouse consents specifically to the change, or (ii) the Spouse consents generally to a change of that kind, including an acknowledgment that the Spouse has the right to limit consents to specific beneficiaries and forms of payment but voluntarily relinquishes such rights.

A Spouse may not revoke a consent after it is made.

9.4 Notice and Election Rules. Subject to the provisions of Section 9.6 (payment of benefits under $1,000), payment of benefits under this Plan shall not commence until after the notice and election requirements of this Article have been satisfied.

No more than ninety (90) days before the Annuity Starting Date, the Plan Administrator shall provide to a Participant a written notification that includes a general explanation of the Qualified Joint and Survivor Annuity; the circumstances in which it will be provided unless the Participant elects otherwise; the availability of such an election; a general explanation of the relative financial effect on the pension benefit of the Participant of such an election; an explanation of the relative values of the optional forms of payment; the rights of the Participant’s Spouse, if any; the right to revoke a previous election and the effect of such a revocation; and an explanation of the availability of additional specific information of the financial effect of making such an election. If the Annuity Starting Date is before the Participant’s Normal Retirement Age, such notice shall explain the right of the Participant to defer receipt of the distribution until Normal Retirement Age.

An election to begin receiving benefits, and to receive an optional form of benefits, must be made in the Election Period of the Participant and before the date the distribution commences.

Subject only to the following exceptions, the Election Period of a Participant shall not commence until at least thirty (30) days after such notice is provided; shall end on the Annuity Starting Date; and shall not extend more than ninety (90) days before the Annuity Starting Date.

The Election Period may begin less than thirty (30) days after such notice is provided (but never before such notice is provided), provided that:

(a) The notice clearly informs the Participant that the Participant has a right to a period of at least thirty (30) days after receiving the notice to consider the decision of whether or not to waive the Qualified Joint and Survivor Annuity and to consent to a form of distribution other than a Qualified Joint and Survivor Annuity, or to begin receiving benefits before Normal Retirement Age;

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(b) The Participant may revoke the distribution election until the Participant’s Annuity Starting Date or, if later, at any time before the expiration of the seven day period after the notice is provided; and

(c) Payment of benefits commences no earlier than eight (8) days after the notice is given.

The Plan Administrator may provide such notice after the Annuity Starting Date (which allows retroactive payments attributable to the period before the notice is given). In such case, the Election Period shall begin after such notice is provided and shall extend until the thirtieth (30^th) day after such notice is provided, or such later date as determined by the Plan Administrator; and the date distributions commence shall be treated as the Annuity Starting Date for purposes of the provisions of this section (notice and election procedures) and Section 2.32 (definition of Spouse).

A Participant can waive the requirement that such Election Period extend for at least thirty (30) days; provided the distribution commences more than seven (7) days after such notice is provided.

9.5 Optional Forms of Payment. Subject to Sections 9.3 and 9.4, a Participant may elect, in lieu of any benefit to which he would otherwise be entitled under this Article, to receive his benefit in one of the following forms; provided that, the benefit so elected shall have an actuarial value equivalent, as determined in accordance with Section 9.8, to the Single Life Annuity:

(a) Single Life Annuity. A life annuity with monthly amounts payable on the applicable Annuity Starting Date and continuing during the lifetime of the Participant with no payment due to any survivor after the death of the Participant.

(b) Life Annuity with Ten (10) Year Certain. A life annuity with ten (10) year certain provides monthly payments to the Participant until the death of the Participant; and if the Participant dies before receiving one-hundred-twenty (120) monthly payments, one-hundred percent (100%) of the monthly amount of such payments shall continue to his Beneficiary for the balance of such one-hundred-twenty (120) month period. In the event both the Participant and his Beneficiary should die before one-hundred-twenty (120) monthly payments have been made, the commuted value of the remaining monthly payments shall be paid in a lump sum to the estate of the last to survive of the Participant and his Beneficiary.

(c) Contingent Annuitant Option. A contingent annuitant option means an annuity for the life of the Participant with a survivor annuity for the life of his Beneficiary that is equal to one-hundred percent (100%), seventy-five percent (75%), fifty percent (50%) or twenty-five percent (25%) (as the Participant elects) of the amount of the annuity payable to the Participant during the joint lives of the Participant and his Beneficiary.

(d) Level Income Option. A Participant who becomes entitled to begin receiving a retirement income before commencement of Social Security benefits may elect to receive such

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benefit in the form of an adjusted annuity payable in a greater amount during the period before commencement of Social Security benefits, and a correspondingly reduced amount, actuarially determined, after such commencement, such that the total income, including both the adjusted annuity payable under this Plan and the Social Security benefit to which such person is expected to be entitled, shall be as nearly uniform as possible both before and after commencement of Social Security benefits, subject to the conditions, as follows:

(i) The applicant shall specify the date up to which the increased annuity shall be payable, which shall be not earlier than the earliest date for which he is eligible for Social Security retirement benefits and not later than his Social Security Retirement Age, and in no event earlier than the date at which his annuity under this Plan shall commence;

(ii) The amount of Social Security benefit to be used in the computation shall be estimated by the Plan Administrator based on Social Security benefit levels no greater than the level in effect at the Termination of Employment of the applicant;

(iii) In the case of a retiring Participant the election shall be made not less than thirty (30) days before his retirement income commences, and in the case of a contingent annuitant or surviving spouse the election shall be made within ninety (90) days following the death of the Participant; and

(iv) A Participant or beneficiary may not revoke or change his election after retirement income payments have commenced.

(e) Level Income Option - Conjunction. A Level Income Option in conjunction with one of the optional forms of payment described in subparagraphs (b) or (c) above, providing the Participant with an amount of monthly retirement income determined in accordance with subparagraph (d) above except that the monthly amount otherwise payable to the Participant during his life under subparagraph (d) will be further reduced at the time of his retirement to provide for a continuation of monthly payments, commencing with the first day of the month next following the month in which the Participant dies, in accordance with subparagraphs (b) or (c) above (as the Participant elects).

9.6 Distribution of Small Amounts. Notwithstanding anything in the Plan to the contrary, if a Participant or Surviving Spouse becomes entitled to a retirement income or death benefit under this Plan the present value of which exceeds $1,000 but does not exceed $5,000 at the time of distribution, subject to the consent of the Participant as provided below, the present value of such benefit (but not less than all of such amount) shall be distributed in one lump-sum payment as soon as administratively feasible after the termination of employment of the Participant.

Such consent to distribution must be made in accordance with such procedures as the Plan Administrator may specify after the Participant receives a notice as described below, and must be made within the one hundred eighty (180) day period ending on the date of distribution.

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The written notice must describe the Participant’s right to defer receipt of the distribution until Normal Retirement age, and a description of the consequences of failing to defer such receipt.

Such distribution may commence less than thirty (30) days after the notice required by the preceding paragraph is provided, provided that:

(a) The Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least thirty (30) days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and

(b) The Participant, after receiving the notice, affirmatively elects a distribution.

The written consent to the distribution may not be made before the Participant receives the notice and must not be made more than one hundred eighty (180) days before the date of distribution.

The consent of the spouse is not required for such a lump-sum distribution.

In the event a Participant or Surviving Spouse becomes entitled to a retirement income or death benefit under this Plan the present value of which does not exceed $1,000 at the time of distribution to the Participant, the present value of such benefit (but not less than all of such amount) shall be distributed in one lump-sum payment as soon as administratively feasible after the death or Termination of Employment of the Participant. Furthermore, if the present value of a vested terminated benefit of a Participant payable pursuant to Section 6.1 is less than $1,000 as of the last day of any Plan Year after Termination of Employment of the Participant, the present value of such benefit (but not less than all of such amount) shall be distributed in one lump-sum payment as soon as administratively feasible after the end of such year.

The present value of a lump-sum distribution shall be the Actuarial Equivalent of the benefit payable to the Participant commencing at his Normal Retirement Date, determined on the basis of the “Applicable Interest Rate” and the “Applicable Mortality Table” as defined in Section 417(e)(3) of the Code. For purposes of this paragraph, the Applicable Interest Rate for a distribution made in a Plan Year shall be the rate specified by the Commissioner of Internal Revenue for the second month preceding the first day of the Plan Year.

9.7 Benefit Upon Re-employment After Cash-out. If payment of a lump-sum distribution is made pursuant to Section 9.6 no later than the close of the second Plan Year following the Plan Year in which the recipient incurred a Termination of Employment, the Average Total Earnings and the Benefit Service with respect to which the Participant shall have received the lump-sum distribution shall be disregarded completely for purposes of determining the benefit to which the Participant shall be entitled under this Plan upon his subsequent re-employment.

In the event a Participant shall receive such a lump-sum distribution after such time, the Benefit Service on which such a lump-sum distribution was based shall count toward computing

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the benefit of the Participant on a subsequent Termination of Employment, but such a subsequent benefit shall be offset by the amount of retirement income previously paid to the Participant in the form of the lump-sum distribution.

9.8 Actuarial Equivalent. The value of any form of benefit payable under this Plan, other than a lump-sum distribution, shall be actuarially equivalent to the value of the Single Life Annuity form of the retirement income of the Participant, determined on the basis of the assumed mortality rates provided by the UP 1984 Mortality Table using a one-year age setback for the Participant and a five-year age setback for the Beneficiary or Spouse, and an assumed annual rate of investment return of seven percent (7%).

Effective on and after January 1, 1996, the present value of a lump-sum distribution shall be the actuarial equivalent of the benefit payable to the Participant commencing at his Normal Retirement Date, determined on the basis of the “Applicable Interest Rate” and the “Applicable Mortality Table” as defined in Section 417(e)(3) of the Code. For purposes of this paragraph, the Applicable Interest Rate for a lump-sum distribution made in a Plan Year shall be the rate specified by the Commissioner of Internal Revenue for the second month preceding the first day of the Plan Year that contains the Annuity Starting Date for such distribution.

9.9 Qualified Domestic Relations Orders. In the event the former spouse of a Participant is entitled to a benefit under this Plan pursuant to a Qualified Domestic Relations Order, as described in Section 414(p) of the Code, such former spouse may receive such benefit in the form of a Single Life Annuity for the lifetime of such spouse commencing on or after such Participant attains his Early Retirement Date. The monthly amount of such a Single Life Annuity shall be determined so that such benefit is the Actuarial Equivalent, determined as of the benefit commencement date in accordance with Section 9.8, of the portion of the Accrued Benefit of the Participant payable to the former spouse pursuant to the Qualified Domestic Relations Order. Notwithstanding anything to the contrary in the Plan, the Accrued Benefit of a Participant shall be reduced by an amount equal to the Actuarial Equivalent of any benefit paid to his former spouse pursuant to a Qualified Domestic Relations Order.

To the extent a former spouse is treated as the Spouse of the Participant by reason of a Qualified Domestic Relations Order, any current spouse of the Participant shall not be treated as the Spouse. Where, because of a Qualified Domestic Relations Order, more than one individual is to be treated as the Spouse of a Participant, the total amount paid in the form of a Qualified Pre-Retirement Survivor Annuity or the survivor portion of a Qualified Joint and Survivor Annuity shall not exceed the amount that would be paid if there were only one Surviving Spouse.

In the event the former spouse of a Participant becomes entitled to a benefit under this Plan pursuant to a Qualified Domestic Relations Order the present value of which does not exceed $5,000, the present value of such benefit shall be distributed to the former spouse in one lump-sum payment.

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The present lump-sum value of such a QDRO benefit of a former spouse shall be the actuarial equivalent of the benefit payable to the former spouse, determined in accordance with Section 9.8.

No benefit shall be payable to a former spouse pursuant to a Qualified Domestic Relations Order, as described in Section 414(p) of the Code, until the former spouse shall have filed a claim for benefits with the Plan Administrator or its designated representative. Such a claim must be submitted in writing on a form provided by or suitable to the Plan Administrator at least fifteen (15) days prior to the date on which payments begin. Payments to a former spouse in the form prescribed above may be made prior to the time payments are made to the Participant.

9.10 Terminated Vested Options. Notwithstanding anything to the contrary in this Article, a pension benefit payable to a Vested Terminated Participant pursuant to Section 6.1 shall be payable only in the form of a Single Life Annuity or a Qualified Joint and Survivor Annuity. The other optional forms of payment are not available to pensions paid pursuant to Section 6.1.

9.11 Protected Options. In lieu of any form of benefit specified in this Article, a Participant whose pension has not yet commenced as of an Amendment Date, shall be entitled to (a) the Pre-Amendment Accrued Benefit payable in any optional form of payment available to such Participant under the Plan as in effect immediately before such Amendment Date, computed using the actuarial factors in effect under the Plan immediately before such Amendment Date, and (b) the balance of his Accrued Benefit paid in the form of a Qualified Joint and Survivor Annuity reduced to the Actuarial Equivalent of a single life annuity commencing at his Normal Retirement Date. (The post-amendment Accrued Benefit is actuarially reduced, instead of reduced at the rate of three percent (3%) per year, or other applicable factor.)

“Amendment Date” means the date on which an amendment to this Plan is adopted or becomes effective, whichever is later.

“Pre-Amendment Accrued Benefit” means the monthly benefit in the form of a Single Life Annuity beginning at the Normal Retirement Date of the Participant to which the Participant would have been entitled if the Participant had incurred a Termination of Employment immediately preceding the Amendment Date.

9.12 Direct Rollover of Eligible Rollover Distributions. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee’s election under this section, a distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover.

Definitions.

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(a) Eligible rollover distribution: Effective January 1, 1999, an eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee’s designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; any hardship distribution described in Section 401(k)(2)(B)(I)(IV) of the Code; and the portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities).

(b) Eligible retirement plan: An eligible retirement plan is an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code, that accepts the distributee’s eligible rollover distribution. However, in the case of an eligible rollover distribution to the Surviving Spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity.

(c) Distributee: A distributee includes an Employee or former Employee. In addition, the Employee’s or former Employee’s Surviving Spouse and the Employee’s or former Employee’s Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are distributees with regard to the interest of the Spouse or former Spouse.

(d) Direct rollover: A direct rollover is a payment by the Plan to the eligible retirement plan specified by the distributee.

For purposes of the direct rollover provisions in this Section 9.12, an eligible retirement plan shall also mean an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan. The definition of eligible retirement plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relation order, as defined in Section 414(p) of the Code.

ARTICLE X – PAYMENT OF BENEFITS

10.1 Claim for Benefits. No pension or other benefit shall be payable under this Plan to any Participant or Beneficiary except as expressly provided for in this Article. The Plan Administrator shall authorize payments under this Plan.

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No pension or other benefit shall be payable until the Participant, Surviving Spouse or Beneficiary shall have filed a claim for benefits with the Plan Administrator or its designated representative. Such claim must be submitted in writing on a form provided by or suitable to the Plan Administrator at least fifteen (15) days prior to the date on which payments begin. The Plan Administrator may require any applicant to furnish it with such information as may be reasonably necessary, including a copy of the Participant’s death certificate, if applicable.

10.2 Date and Duration of Retirement Income. Except as provided in Section 9.6 with respect to certain lump-sum distributions and subject to Section 10.1, the retirement income payable under this Plan to a Participant shall commence, if he shall then be living, as of the Participant’s Normal (or Late) Retirement Date, unless the Participant incurred a Termination of Employment before attaining his Normal Retirement Date and elects an earlier commencement of benefits in accordance with Article V or Article VI, in which case the retirement income payable under this Plan to such a Participant shall commence, if he shall then be living, on the first day of the month so elected.

Such retirement income shall be payable to the retired Participant as of the first day of each month thereafter during his lifetime; provided that the income of a retired Participant who shall receive his retirement income in the form of a joint annuity shall be payable as of the first day of each month during the lifetime of the retired Participant or his contingent annuitant, whichever ends later; provided further that if a Participant elects an optional form of payment providing for a term certain, payments shall be made accordingly.

10.3 Date and Duration of a Pre-Retirement Surviving Spouse’s Annuity. The annuity payable to the Surviving Spouse of a Participant pursuant to subsection 7.1(a) or Section 7.2 or Section 7.3 shall commence as of the first day of the month next following the death of the Participant and shall cease with the payment due on the first day of the month in which the death of the Surviving Spouse occurs. The annuity payable to the Surviving Spouse of a Participant pursuant to subsection 7.1(b) shall commence, if such Spouse shall then be living, as of the first day of the first month after which the Participant would have attained fifty-five (55) years of age and shall cease with the payment due on the first day of the month in which the death of the Surviving Spouse occurs.

If the present value of such an annuity, as determined in accordance with Section 9.6, is $5,000 or less, such amount shall be paid to the Surviving Spouse in cash in lieu of the annuity as soon as administratively feasible after the death of the Participant.

10.4 Latest Time of Payment. This section does not contain the general rules of the Plan governing the time and form of distribution. In particular, this section in and of itself does not give any right to a Participant or Beneficiary to defer distributions beyond the time of distribution provided in the preceding articles. The provisions of this section shall apply only to the extent they specifically override the other provisions of this Plan governing the payment of pensions.

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(a) Unless the Participant elects otherwise in writing, the latest date on which payment of benefits must commence shall be the sixtieth (60th) day after the close of the Plan Year in which the latest of the following events occurs:

(i) The Participant attains his Normal Retirement Date;

(ii) The participant incurs a Termination of Employment; and

(iii) Ten (10) years have elapsed from the time the Participant commenced participation in the Plan.

If payment in full is not feasible within the time limits prescribed by this paragraph, the Administrator may direct interim payments. Payments shall not be required to commence under this subsection until after the Participant files a written claim for benefits with the Plan Administrator.

(b) The provisions of this section will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year. The requirements of this section will take precedence over any inconsistent provisions of the Plan.

All distributions required under this section will be determined and made in accordance with the Treasury regulations under Section 401(a)(9) of the Code.

(i) Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s required beginning date.

Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

(1) If the Participant’s surviving spouse is the Participant’s sole designated beneficiary, then distributions to the surviving spouse will begin by December 31^st of the calendar year immediately following the calendar year in which the Participant died, or by December 31^st of the calendar year in which the Participant would have attained age seventy and a half (70 ¹/2), if later.

(2) If the Participant’s surviving spouse is not the Participant’s sole designated beneficiary, then distributions to the designated beneficiary will begin by December 31^st of the calendar year immediately following the calendar year in which the Participant died.

(3) If there is no designated beneficiary as of September 30^th of the year following the year of the Participant’s death, the Participant’s entire

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interest will be distributed by December 31^st of the calendar year containing the fifth (5^th) anniversary of the Participant’s death.

(4) If the Participant’s surviving spouse is the Participant’s sole designated beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Section 10.4(b)(i), other than Section 10.4(b)(i)(1), will apply as if the surviving spouse were the Participant.

For purposes of Section 10.4(b)(i)(1) and Section 10.4(b)(iv), distributions are considered to begin on the Participant’s required beginning date (or, if Section 10.4(b)(i)(4) applies, the date distributions are required to begin to the surviving spouse under Section 10.4(b)(i)(1)). If annuity payments irrevocably commence to the Participant before the Participant’s required beginning date (or to the Participant’s surviving spouse before the date distributions are required to begin to the surviving spouse under Section 10.4(b)(i)(1)), the date distributions are considered to begin is the date distributions actually commence.

Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance with Sections 10.4(b)(ii), (iii) and (iv). If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury regulations.

(ii) Determination of Amount to be Distributed Each Year.

General Annuity Requirements. If the Participant’s interest is paid in the form of annuity distributions under the Plan, payments under the annuity will satisfy the following requirements:

(1) The annuity distributions will be paid in periodic payments made at intervals not longer than one year;

(2) The distribution period will be over a life (or lives) or over a period certain not longer than the period described in Section 10.4(b)(iii) or 10.4(b)(iv);

(3) Once payments have begun over a period certain, the period certain will not be changed even if the period certain is shorter than the maximum permitted;

(4) Payments will either be non-increasing or increase only as follows:

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(A) By an annual percentage increase that does not exceed the annual percentage increase in a cost-of-living index that is based on prices of all items and issued by the Bureau of Labor Statistics;

(B) To the extent of the reduction in the amount of the Participant’s payments to provide for a survivor benefit upon death, but only if the beneficiary whose life was being used to determine the distribution period described in Section 10.4(b)(iii) dies or is no longer the Participant’s beneficiary pursuant to a qualified domestic relations order within the meaning of Section 414(p) of the Code;

(C) To provide cash refunds of employee contributions upon the Participant’s death; or

(D) To pay increased benefits that result from a Plan amendment.

Amount Required to be Distributed by Required Beginning Date. The amount that must be distributed on or before the Participant’s required beginning date (or, if the Participant dies before distributions begin, the date distributions are required to begin under Section 10.4(b)(i)(1) or (2)) is the payment that is required for one payment interval. The second payment need not be made until the end of the next payment interval even if that payment interval ends in the next calendar year. Payment intervals are the periods for which payments are received, e.g., bi-monthly, monthly, semi-annually, or annually. All of the Participant’s benefit accruals as of the last day of the first distribution calendar year will be included in the calculation of the amount of the annuity payments for payment intervals ending on or after the Participant’s required beginning date.

Additional Accruals After First Distribution Calendar Year. Any additional benefits accruing to the Participant in a calendar year after the first distribution calendar year will be distributed beginning with the first payment interval ending in the calendar year immediately following the calendar year in which such amount accrues.

(iii) Requirements For Annuity Distributions That Commence During Participant’s Lifetime.

Joint Life Annuities Where the Beneficiary Is Not the Participant’s Spouse. If the Participant’s interest is being distributed in the form of a joint and survivor annuity for the joint lives of the Participant and a nonspouse beneficiary, annuity payments to be made on or after the Participant’s required beginning date to the designated beneficiary after the Participant’s death must not at any time exceed the applicable percentage of the annuity payment for such period that would have been payable to the Participant using the table set forth in Q&A-2 of Treas. Reg. §1.401(a)(9)-6T. If the form of distribution combines a joint and survivor annuity

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for the joint lives of the Participant and a nonspouse beneficiary and a period certain annuity, the requirement in the preceding sentence will apply to annuity payments to be made to the designated beneficiary after the expiration of the period certain.

Period Certain Annuities. Unless the Participant’s spouse is the sole designated beneficiary and the form of distribution is a period certain and no life annuity, the period certain for an annuity distribution commencing during the Participant’s lifetime may not exceed the applicable distribution period for the Participant under the Uniform Lifetime Table set forth in Treas. Reg. §1.401(a)(9)-9 for the calendar year that contains the annuity starting date. If the annuity starting date precedes the year in which the Participant reaches age seventy (70), the applicable distribution period for the Participant is the distribution period for age seventy (70) under the Uniform Lifetime Table set forth in Treas. Reg. §1.401(a)(9)-9 plus the excess of seventy (70) over the age of the Participant as of the Participant’s birthday in the year that contains the annuity starting date. If the Participant’s spouse is the Participant’s sole designated beneficiary and the form of distribution is a period certain and no life annuity, the period certain may not exceed the longer of the Participant’s applicable distribution period, as determined under this Section 10.4(b)(iii), or the joint life and last survivor expectancy of the Participant and the Participant’s spouse as determined under the Joint and Last Survivor Table set forth in Treas. Reg. §1.401(a)(9)-9, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the calendar year that contains the annuity starting date.

(iv) Requirements For Minimum Distributions Where Participant Dies Before Date Distributions Begin.

Participant Survived by Designated Beneficiary. If the Participant dies before the date distribution of his or her interest begins and there is a designated beneficiary, the Participant’s entire interest will be distributed, beginning no later than the time described in Section 10.4(b)(i)(1) or (2), over the life of the designated beneficiary or over a period certain not exceeding:

(1) Unless the annuity starting date is before the first distribution calendar year, the life expectancy of the designated beneficiary determined using the beneficiary’s age as of the beneficiary’s birthday in the calendar year immediately following the calendar year of the Participant’s death; or

(2) If the annuity starting date is before the first distribution calendar year, the life expectancy of the designated beneficiary determined using the beneficiary’s age as of the beneficiary’s birthday in the calendar year that contains the annuity starting date.

No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated beneficiary as of September 30^th of the year

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following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31^st of the calendar year containing the fifth (5^th) anniversary of the Participant’s death.

Death of Surviving Spouse Before Distributions to Surviving Spouse Begin. If the Participant dies before the date distribution of his or her interest begins, the Participant’s surviving spouse is the Participant’s sole designated beneficiary, and the surviving spouse dies before distributions to the surviving spouse begin, this Section 10.4(b)(iv) will apply as if the surviving spouse were the Participant, except that the time by which distributions must begin will be determined without regard to Section 10.4(b)(i)(1).

(v) Definitions.

Designated beneficiary. The individual who is designated as the beneficiary under the Plan and is the designated beneficiary under Section 401(a)(9) of the Code and Treas. Reg. §1.401(a)(9)-1, Q&A-4.

Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s required beginning date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin pursuant to Section 10.4(b)(i).

Life expectancy. Life expectancy as computed by use of the Single Life Table in Treas. Reg. §1.401(a)(9)-9.

Required beginning date. The required beginning date of a Participant is the April 1^st of the calendar year following the calendar year in which the Participant attains seventy and a half (70 ¹/2) years of age.

With respect to distributions under the Plan made for calendar years beginning on or after January 1, 2001, the Plan will apply the minimum distribution requirements of Section 401(a)(9) of the Internal Revenue Code in accordance with the regulations under Section 401(a)(9) that were proposed on January 17, 2001, notwithstanding any provision of the Plan to the contrary. This amendment shall continue in effect until the end of the last calendar year beginning before the effective date of final regulations under Section 401(a)(9) or such other date as may be specified in guidance published by the Internal Revenue Service.

Section 401(a)(9) of the Code is hereby incorporated by reference, and distributions under this Plan shall be made no later than the times and no less than in the amounts determined in accordance with such section and the regulations issued by the Secretary of the Treasury interpreting such section. Provisions reflecting Section 401(a)(9) of the Code shall override any other distribution options that may be inconsistent with such section and this subsection. Any

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distributions required under the incidental death benefit requirements of Section 401(a) of the Code shall be treated as distributions required under Section 401(a)(9) of the Code and this subsection.

10.5 Payments to Legal Incompetents. If the Plan Administrator shall receive satisfactory evidence that a Participant or Beneficiary entitled to receive any benefit under this Plan is, at the time when such benefit becomes payable, physically unable or mentally incompetent to receive such benefit and to give a valid release therefor and that another person or an institution is then maintaining or has custody of such Participant or Beneficiary, and that no guardian or other representative of the estate of such Participant or Beneficiary shall have been duly appointed, then the Plan Administrator may authorize payment of such benefit otherwise payable to such Participant or Beneficiary to such other person or institution, and the release of such other person or institution shall be valid and complete discharge for the payment of such benefit.

10.6 Misstatement in Application for Annuity. If any Participant or any Beneficiary in his application for an annuity or in response to a request of an Employer or of the Plan Administrator for information gives any material fact which is erroneous or omits any material fact or fails before receiving his first payment to correct any material fact that he previously incorrectly furnished to such Employer for its records, the amount of his annuity shall be adjusted on the basis of the correct information and the amount of any overpayment or underpayment theretofore made to such Participant shall be deducted from or added to his next succeeding payments as the Plan Administrator shall direct.

10.7 Suspension of Benefits for Continued Employment after Retirement Age. If a Participant continues employment after attaining Normal Retirement Age, subject to the minimum distribution rules (age 70 ¹/2 rule) of Section 10.4, payment of benefits to such Participant shall not commence until the Late Retirement Date of the Participant. Such a Participant shall continue to accrue benefits based on Years of Benefit Service, if any, credited during such period of employment; provided that such additional accruals shall be offset by the actuarial equivalent, as determined in accordance with Section 9.8, of payments, if any, made before the Late Retirement Date of the Participant on account of the minimum distribution rules (age 70 ¹/2 rule) of Section 10.4 to the extent such distributions do not exceed the amount that would have been payable to the Participant by such time if the Participant had elected to receive his or her benefit in the form of a Single Life Annuity beginning on his or her Normal Retirement Date.

The Participant shall be notified within thirty (30) days following attainment of Normal Retirement Age of such suspension of benefits.

The monthly amount of the retirement income payable upon the Late Retirement Date of such a Participant shall not be increased actuarially to reflect the amounts that would have been payable after the Normal Retirement Date of the Participant with respect to a period of time with respect to which the Participant completes at least forty (40) Actual Hours of Work per month.

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However, the monthly amount of the retirement income payable upon the Late Retirement Date of such a Participant shall be increased actuarially to reflect the amounts that would have been payable after the Normal Retirement Date of the Participant with respect to a period of time with respect to which the Participant does not complete at least forty (40) Actual Hours of Work per month.

For purposes of this section and Section 10.8, “Actual Hour of Work” means each hour for which an Employee is paid, or entitled to payment, for the performance of duties for a member of the Controlled Group, which shall be credited to the computation period in which the duties are performed; and each hour for which an Employee is paid, or entitled to payment, of compensation by a member of the Controlled Group, directly or indirectly, on account of a period of time in which no duties are performed, which shall be credited to the computation period that includes the time increment with respect to which such payment is made.

10.8 Benefits for Re-Hired Retirees. If a Participant is re-employed after his or her Annuity Starting Date, pension payments shall continue to be made in the amount and in the form determined as of such Annuity Starting Date. Such a Participant shall continue to accrue benefits based on Years of Benefit Service, if any, credited after such re-employment as of the close of each Plan Year, provided that any such additional benefit accrual through the close of a Plan Year shall be reduced (but not below zero) by the actuarial equivalent, as determined in accordance with Section 9.8, of the total benefit distributions made to the Participant by the close of such Plan Year to the extent such distributions do not exceed the amount that would have been payable to the Participant by such time if the Participant had elected to receive his or her benefit in the form of a Single Life Annuity beginning on such prior Annuity Starting Date.

Notwithstanding the above, such offset of continued accruals shall apply to a Participant who is reemployed, after attaining Normal Retirement Age only with respect to a period of time with respect to which the Participant completes at least forty (40) Actual Hours of Work per month. The Participant shall be notified within thirty (30) days following such re-employment of the offset of such accruals.

10.9 Date of QDRO Payments. No benefit shall be payable to a former spouse pursuant to a Qualified Domestic Relations Order, as described in Section 414(p) of the Code, until the former spouse shall have filed a claim for benefits with the Plan Administrator or its designated representative. Such a claim must be submitted in writing on a form provided by or suitable to the Plan Administrator at least fifteen (15) days prior to the date on which payments begin. Payments to a former spouse in the form prescribed in Section 9.8 may be made prior to the time payments are made to the Participant.

ARTICLE XI – FUNDING

11.1 Pension Fund. The Sponsor shall establish a Trust Fund into which the Employers shall make contributions at such times and in such amounts as the Sponsor (or such person or persons as the Sponsor from time to time shall

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designate) shall determine and as may be necessary to keep the pension fund actuarially sound with respect to the obligation to pay the benefits under the Plan. The assets in the Trust Fund shall be held by the Trustee for the exclusive benefit of the Participants and Beneficiaries and at no time prior to the satisfaction of all of the liabilities under the Plan to pay benefits to Participants and Beneficiaries shall any part of the Trust Fund be used for or diverted to any purpose other than for their exclusive benefit or to pay administrative expenses of the Plan, except as specifically provided in this Article.

11.2 Annual Actuarial Examination. At least once each year, the Sponsor shall cause the liabilities of the Plan with respect to retirement benefits to be evaluated by an Actuary who shall report to the Sponsor on the soundness and solvency of the Trust Fund in relation to such liabilities and on the amount of the contribution for the year which is necessary to meet the minimum funding standards of ERISA.

11.3 Allocation of Contributions Among Employers. Each Employer shall pay that portion of the annual contribution for each Plan Year that is attributable to its Employees, as determined by the Sponsor.

11.4 Rights of Participants. No person shall have any financial interest in or right to any assets in the Trust Fund, except as expressly provided for in this Plan. Each Participant shall be entitled to look only to assets in the Trust Fund for satisfaction of any benefit payable to such person under this Plan. No liability for payment of benefits under this Plan shall be imposed upon an Employer, the Board of Directors of an Employer, or the officers or stockholders of an Employer.

11.5 Return of Employer Contributions. In the event an Employer contribution is made by reason of a mistake of fact, the excess of the amount contributed over the amount that would have been contributed had there not occurred a mistake of fact (without earnings attributable to such excess, but after reduction of losses attributable thereto) may be returned to the Employer within one year of such a mistaken payment. Also, the excess of an amount contributed for a Plan Year over the amount that would have been contributed for such year had there not occurred a mistake in determining the amount deductible for such year under Section 404 of the Code (without earnings attributable to such excess, but after reduction of losses attributable thereto) may be returned to the Employer within one year after disallowance of the deduction.

11.6 Employee Contributions. No Employee contributions are required or permitted under this Plan.

ARTICLE XII – TRUST FUND INVESTMENTS

12.1 Trust Agreement. The funds accumulated under the Plan shall be held in trust for the exclusive benefit of the Participants of

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the Plan and their Beneficiaries under a Trust Agreement between the Sponsor and the Trustee or Trustees appointed by the Sponsor, which Trust Agreement forms a part of the Plan.

12.2 Investment of Trust Assets. The Trustee shall have the exclusive authority and discretion to manage and control the assets of the Plan in accordance with the Trust Agreement, except to the extent that the authority to manage, acquire or dispose of assets of the Plan is delegated to one or more investment managers. The Plan Administrator may, but shall not be required to, appoint an investment manager or managers in accordance with the Trust Agreement to manage all or any portion of the assets of the Plan. An investment manager shall have the exclusive authority and discretion to manage and control in accordance with the Trust Agreement the assets of the Plan assigned to it by the Plan Administrator. The Trustee shall not be obligated to invest or otherwise manage any assets of the Plan so assigned to an investment manager, nor shall the trustees be liable for the acts or omissions of such an investment manager.

12.3 Funding Policy. The Plan Administrator may establish a funding policy for each of the respective investment Funds. The Plan Administrator shall provide the Trustee and each investment manager, if any, with a written copy of any such policy. The Trustee and investment manager shall exercise their authority and discretion to manage assets of the Plan in accordance with such a policy, as provided in the Trust Agreement.

ARTICLE XIII – ADMINISTRATION

13.1 Appointment of Plan Administrator. The Sponsor shall appoint a Plan Administrator to serve at its pleasure. The Plan Administrator may be a corporation (including the Sponsor) or corporations, an individual, or a committee of individuals, or any combination of the above. The Sponsor may change such appointments from time to time and shall publish such changes in a manner designed to enable interested parties to ascertain the person or persons responsible for operating the Plan. In absence of such an appointment, the Sponsor shall serve as Plan Administrator provided that, if the Sponsor serves as Plan Administrator, it shall designate specified individuals or other persons to carry out specified fiduciary responsibilities under the Plan in such a manner and to such an extent that Employees and other interested parties are able to ascertain the person or persons responsible for operating the Plan, and in the absence of any such designation, the person responsible for operating the Plan on behalf of the Sponsor shall be the Vice President-Human Resources and Administration.

13.2 Allocation of Duties. The Plan Administrator shall have the duty and power to administer this Plan in all its details except the duty and power to invest and reinvest Trust assets which is assigned to the Trustee; provided that, the Plan Administrator in its discretion may appoint an investment manager and may establish a funding policy. The duties and powers of the Plan Administrator shall include, but not be limited to, the following:

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(a) To keep accurate and detailed records of the administration of the Plan, which records shall be open to inspection by the Sponsor at all reasonable times;

(b) To interpret the Plan provisions and to decide all questions concerning the Plan and the eligibility of any Employee to participate in the Plan;

(c) To authorize the payment of benefits;

(d) To establish and enforce such rules, regulations and procedures as it shall deem necessary or proper for the efficient administration of the Plan;

(e) To furnish the reports and Plan descriptions to the Secretary of Labor and to each Participant as required by Part 1 of Title I of the Employee Retirement Income Security Act of 1974; and

(f) To delegate to any agents such duties and powers, both ministerial and discretionary, as it deems appropriate, by an instrument in writing which specifies which such duties are so delegated and to whom each such duty is so delegated.

13.3 Written Instructions and Information. All claims, elections, instructions and requests by a Participant must be made in writing to the Plan Administrator. Each Participant shall furnish the Plan Administrator any requested information as needed to administer the Plan. Each Employer and the Trustee shall furnish the Plan Administrator with the information needed to administer the Plan.

13.4 Compensation of Fiduciaries. Any Trustee or Plan Administrator may receive reasonable compensation for services rendered on behalf of the Plan or Trust, provided that no person who renders services to the Plan who already receives full-time pay from an Employer shall receive compensation from the Trust Fund except for reimbursement of expenses properly and actually incurred.

13.5 Expenses of Administration. An Employer at its sole discretion may assume and pay, in addition to its contributions under this Plan, such compensation to the Trustee as may be determined, from time to time, by agreement between the Sponsor and Trustee and all other expenses of administration and taxes of this Plan, including the compensation of any employee or counsel employed by the Trustee or the Sponsor. All such compensation and expenses not voluntarily paid by the Employer shall be paid by the Trustee out of the Trust Fund. To the extent that the Plan Administrator determines in its discretion that any such taxes, compensation or other expenses paid out of the Trust Fund are properly allocable to the account or interest of a particular Participant, the Plan Administrator shall charge the same against such Participant’s account or interest, and in all other cases such taxes, compensation or other expenses shall be charged against the Trust Fund as a whole.

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13.6 Allocation and Delegation Procedures. The committee may appoint one or more of its members to carry out any particular duty or duties or to execute any and all documents on its behalf. Every decision and action of the committee shall be valid if concurred in by a majority of the members then serving which concurrence may be had without a formal meeting. Any documents so executed shall have the same effect as though executed by all the members. Such appointments shall be made by an instrument in writing that specifies what duties and powers are so allocated and to whom each such duty or power is so allocated. The committee may delegate to any agents (including the Trustee) such duties and powers, both ministerial and discretionary, as it deems appropriate, by an instrument in writing which specifies which such duties are so delegated and to whom each such duty is so delegated.

13.7 Agent for Service of Legal Process. The Plan Administrator shall appoint a person to serve as agent for service of legal process. In absence of such appointment the Sponsor shall serve as agent for legal process.

13.8 Standard of Review. The Plan Administrator shall perform its duties as the Plan Administrator in its sole discretion shall determine is appropriate in light of the reason and purpose for which the Plan is established and maintained. In particular, the interpretation of all plan provisions, and the determination of whether a Participant or Beneficiary is entitled to any benefit pursuant to the terms of the Plan, shall be exercised by the Plan Administrator in its sole discretion. Any construction of the terms of the Plan for which there is a rational basis that is adopted by the Plan Administrator shall be final and legally binding on all parties.

Any interpretation of the Plan or other action of the Plan Administrator made in good faith in its sole discretion shall be subject to review only if such an interpretation or other action is without a rational basis. Any review of a final decision or action of the Plan Administrator shall be based only on such evidence presented to or considered by the Plan Administrator at the time it made the decision that is the subject of the review. Any Employer that adopts and maintains this Plan, and any Employee who performs services for an Employer that are or may be compensated for in part by benefits payable pursuant to this Plan, hereby consents to actions or the Plan Administrator made in its sole discretion and agrees to the narrow standard of review prescribed in this section.

13.9 Indemnification of Plan Administrator. The Sponsor shall indemnify any Employee serving as Plan Administrator against all liabilities and claims (including reasonable attorneys’ fees and expenses in defending against such liabilities and claims) other than liability arising out of a breach of fiduciary responsibility caused by the action of such person,

ARTICLE XIV – CLAIMS AND REVIEW PROCEDURE

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14.1 Claims for Benefits. A Participant or Beneficiary who believes that he is being denied or will be denied benefits to which he is entitled under the Plan may file a written request for such benefits with the Plan Administrator setting forth his claim.

14.2 Written Denials of Claims. Within ninety (90) days after receipt of the request, the Plan Administrator shall provide to every claimant who is denied a claim for benefits, written notice setting forth in a manner calculated to be understood by the claimant:

(a) The specific reason or reasons for the denial;

(b) Specific reference to pertinent Plan provisions on which the denial is based;

(c) A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(d) An explanation of the claim review procedure and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

If special circumstances require an extension of time beyond the initial ninety (90) day period, prior to the end of such initial ninety (90) day period the Plan Administrator shall provide to the claimant written notice of the extension, the special circumstances requiring the extension, and the date by which the Plan Administrator expects to render the final decision. In no event shall such extension exceed a period of ninety (90) days from the end of the initial ninety (90) day period. If the Plan Administrator does not furnish a response within the initial ninety (90) day period or extended period, the claimant shall be deemed to have exhausted the claims and review procedures set forth in this Article XIV and shall be entitled to file suit in state or federal court.

14.3 Appeal of Denial. Within sixty (60) days after a claim is denied, the claimant or his duly authorized representative may appeal such denial to the Plan Administrator by filing a written notice of appeal of the claim denial with the Plan Administrator, provided that if the claimant or his duly authorized representative fails to file such appeal within sixty (60) days after the claim is denied, the claimant shall be deemed to have waived any right to appeal the denial of the claim. The notice of appeal shall reasonably apprise the Plan Administrator of the reasons and grounds for such appeal and shall specify the scope of review desired by requesting any or all of the procedures as follows:

(a) Review, upon request and free of charge, all documents, records and other information in the possession of the Plan Administrator that are relevant to the claim; and

(b) Submit written comments, documents, records and other information relating to the claim.

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If review of a decision is requested, such review shall include a review of all comments, documents, records and other information submitted by the claimant relating to the claim without regard to whether such information was submitted or considered in the initial determination. The Plan Administrator shall furnish a written decision on review not later than sixty (60) days after the notice of appeal is filed. If the decision on review is not furnished within such time, the appeal shall be deemed denied on review. However, if special circumstances require an extension of time beyond the initial sixty (60) day period, prior to the end of such initial sixty (60) day period the Plan Administrator shall provide to the claimant, written notice of the extension, the special circumstances requiring the extension, and the date by which the Plan Administrator expects to render the final decision. In no event shall such extension exceed a period of sixty (60) days from the end of the initial sixty (60) day period. Any denial shall inform the claimant of the specific reason or reasons for the denial, refer to the specific Plan provisions on which the denial is based, state that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of all documents, records and other information relevant to the claim, and state that the claimant has a right to bring a civil action under Section 502(a) of ERISA.

ARTICLE XV – AMENDMENT AND TERMINATION

15.1 Amendment. The Sponsor reserves the right at any time and from time to time to modify or amend the Plan in whole or in part by duly adopting an instrument in writing setting forth such amendments; provided that no such modification or amendment shall decrease the Accrued Benefit of any Participants accrued to the date of such an amendment, reduce an early retirement benefit or subsidy accrued to the date of such an amendment or eliminate an optional form of benefit to the extent the benefit is accrued to the date of such an amendment, except to the extent necessary to maintain the qualified status of the Plan; and provided further that the duties or liabilities of a Trustee shall not be increased without its written consent.

15.2 Termination. The Sponsor reserves the right at any time to terminate the Plan in its entirety or only with respect to a portion of the Trust Fund by duly adopting an instrument in writing.

All Accrued Benefits to the extent then funded shall vest as of the effective date of the termination of the Plan, and there shall be no forfeitures thereafter. In the event of a partial termination, all rights to benefits with respect to which the Plan terminated to the extent then funded shall be fully vested and nonforfeitable as of the date of such partial termination.

In the event of complete termination of this Plan, the Plan Administrator shall cause an actuarial valuation to be made. The funds in the Trust Fund shall be allocated on an actuarial basis to pay the benefits in the order and in the manner provided by Section 4044 of ERISA with no subclasses and categories within the classes described therein. All assets in the Trust Fund

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that are not needed to satisfy in full the accrued retirement benefit of each Participant at the time of such a termination shall revert to the Employer.

15.3 Limitations on Benefits upon Termination. Notwithstanding any provisions in this Plan to the contrary, the payment of benefits to or on behalf of a “Restricted Employee” in any year shall not exceed an amount equal to the payments that would be made to or on behalf of the Restricted Employee in that year under a Single Life Annuity that is the Actuarial Equivalent of the accrued benefit, as defined in Treas. Reg. §1.401(a)(4)-5(b), and other benefits to which the Restricted Employee is entitled under the Plan (other than a Social Security Supplement), and a Social Security Supplement, if any, that the Restricted Employee is entitled to receive.

Non-applicability in certain cases: the restrictions in the immediately preceding paragraph do not apply if any one of the following requirements is satisfied:

(a) After taking into account payment to or on behalf of the Restricted Employee of all benefits payable to or on behalf of that Restricted Employee under the Plan, the value of Plan assets is at least one hundred ten percent (110%) of the value of current liabilities, as defined in Section 412(1)(7) of the Code;

(b) The value of the benefits payable to or on behalf of the Restricted Employee are less than one percent (1%) of the value of such current liabilities before distribution; and

(c) The value of the benefits payable to or on behalf of the Restricted Employee do not exceed the amount described in Section 411(a)(11)(A) (restrictions on certain mandatory distributions).

Notwithstanding the preceding, a Restricted Employee’s otherwise restricted benefit may be distributed in full to the affected Employee if, prior to receipt of the restricted amount, the Employee enters into a written agreement with the Plan Administrator to secure repayment to the Plan of the restricted amount. The restricted amount is the excess of the amounts distributed to the Employee (accumulated with reasonable interest); over the amounts that could have been distributed to the employee under the Single Life Annuity described in Section 9.4 of the Plan (accumulated with reasonable interest). The employee may secure repayment of the restricted amount upon distribution by: (1) entering into an agreement for promptly depositing in escrow with an acceptable depository property having a fair market value equal to at least one hundred twenty-five percent (125%) of the restricted amount, (2) providing a bank letter of credit in an amount equal to at least one hundred percent (100%) of the restricted amount, or (3) posting a bond equal to at least one hundred percent (100%) of the restricted amount. If the Employee elects to post bond, the bond will be furnished by an insurance company, bonding company or other surety for federal bonds.

The escrow arrangement may provide that an employee may withdraw amounts in excess of one hundred twenty-five percent (125%) of the restricted amount. If the market value of the property in an escrow account falls below one hundred ten percent (110%) of the remaining restricted amount, the Employee must deposit additional property to bring the value of the

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property held by the depository up to one hundred twenty-five percent (125%) of the restricted amount. The escrow arrangement may provide that Employee may have the right to receive any income from the property placed in escrow, subject to the Employee’s obligation to deposit additional property, as set forth in the preceding sentence.

A surety or bank may release any liability on a bond or letter of credit in excess of one hundred percent (100%) of the restricted amount.

If the Plan Administrator certifies to the depository, surety or bank that the Employee (or the Employee’s estate) is no longer obligated to repay any restricted amount, a depository may redeliver to the Employee any property held under an escrow agreement, and a surety or bank may release any liability on an Employee’s bond or letter of credit.

Restricted Employee, for purposes of this Section, means any HCE who is one of the twenty-five nonexcludable (for purposes of Sections 410(b) and 401(a)(4) of the Code) Employees or former Employees of the Controlled Group with the largest amount of compensation in the current or any prior year.

HCE means Highly Compensated active Employees and Highly Compensated former Employees.

A Highly Compensated active Employee includes any Employee who performs services for the Controlled Group during the determination year and who, during the look-back year, received compensation from the Controlled Group in excess of $80,000, as adjusted by the Secretary for increases in the cost of living in accordance with Section 414(q)(1) of the Code, and any Employee who is a five percent (5%) owner (as defined in Section 416(i) of the Code) at any time during the look-back year or determination year. For this purpose the determination year shall be the Plan Year and the look-back year shall be the immediately preceding year.

A Highly Compensated former Employee includes any Employee who separated from service (or was deemed to have separated) prior to the determination year, performs no service for the Controlled Group during the determination year, and was a Highly Compensated active Employee for either the separation year or any determination year ending on or after the Employee’s fifty-fifth (55^th) birthday.

The determination of who is a Highly Compensated Employee will be made in accordance with Section 414(q) of the Code and the regulations thereunder.

ARTICLE XVI – MISCELLANEOUS

16.1 Anti-Assignation. None of the payments, benefits, rights or interest provided for under this Plan shall be subject to any claim of any creditor of any Participant in law or in equity and shall not be subject to attachment, garnishment, execution or other legal process by any such creditor; nor shall the Participant have

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any right to assign, transfer, encumber, anticipate or otherwise dispose of any such payments, benefits, rights or interest or their proceeds or avails.

Notwithstanding anything in this section to the contrary, the Plan Administrator may:

(a) Comply with a “qualified domestic relations order” as defined in Section 414(p) of the Code, to the extent that it does not alter the amount or form of benefit specified under the Plan, except as required by law; and

(b) Surrender to the government of the United States of America any portion of a Participant’s Accrued Benefit which is subject to a federal tax levy made pursuant to Section 6331 of the Code.

If any portion of the Trust Fund which is attributable to benefits, rights or interests of any Participant is transferred to any other entity pursuant to subsection (a) or (b) to satisfy a debt or other obligation of such Participant, the Participant’s Accrued Benefit shall be reduced by an equivalent amount.

16.2 Rights of Employee. Neither the action of the Sponsor in establishing this Plan, nor any action taken by an Employer or the Trustee, nor any provision of the Plan shall be construed as giving to any Employee the right to be retained in the employ of an Employer or the right to any payments other than those expressly in the Plan to be paid from the Trust Fund. Each Employer expressly reserves the right at any time to dismiss any Employee without any liability for any claim against such Employer or against the Trust Fund other than with respect to the benefits provided for by the Plan.

16.3 Source of Benefits. All benefits to be paid to a Participant or his Beneficiary under this Plan shall be paid solely out of the Trust Fund, and an Employer assumes no liability or responsibility therefor.

16.4 Notice of Address. Each person entitled to benefits under this Plan must file with the Plan Administrator, in writing, his Social Security number, his post office address and each change of post office address. Any communication, statement, or notice addressed to such person at his latest post office address as filed with the Plan Administrator will be binding upon such person for all purposes of the Plan, and neither the Trustee nor the Plan Administrator shall be obliged to search for or to ascertain the whereabouts of any such person. If the Plan Administrator notifies any such person that he is entitled to benefits under the Plan and also notifies him of the provisions of this section, and if such person fails to collect his benefits or make his whereabouts known to the Plan Administrator within two (2) years after any benefits hereunder shall become payable, the Plan Administrator will notify the Social Security Administration of such circumstances, and the Plan Administrator shall be justified in postponing any further action in such case pending directions from the Social Security Administration.

16.5 Actions by a Corporation. Whenever under the terms of this Plan a corporation is permitted or required to take some action,

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such action may be taken by the Vice-President of Finance of the Sponsor, or by any other officer of the corporation who has been duly authorized by the Board of Directors of such corporation.

16.6 Rules of Construction. The terms and provisions of this Plan shall be construed according to the principles and in the priority as follows: first, in accordance with the meaning under, and which will bring the Plan into conformity with the Code and with ERISA; and, secondly, in accordance with the laws of the State of Missouri. The Plan shall be deemed to contain the provisions necessary to comply with such laws. If any provision of this Plan shall be held illegal or invalid, the remaining provisions of this Plan shall be construed as if such provision had never been included. Wherever applicable, the masculine pronoun as used herein shall include the feminine, and the singular shall be the plural.

16.7 Plan Mergers. In the event of any merger or consolidation with, or transfer of assets or liabilities to any other plan, each Participant in the Plan shall be entitled to a benefit immediately after the merger, consolidation or transfer if the other plan then terminated which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer if this Plan had then been terminated.

16.8 Forfeitures. No forfeitures under the Plan shall be applied to increase the benefits of any person under the Plan prior to the termination of the Plan or permanent discontinuance of Employer contributions to the Plan, and all forfeitures shall be used to reduce the Employer’s contributions.

16.9 Acceptance of Transfers from Other Qualified Plans. The Plan Administrator may direct the Trustee to accept a transfer of assets and liabilities on behalf of a Participant from the trustee of the Silgan Plastics Pension Plan for Hourly-Paid Employees (the “Hourly Plan”) on behalf of a Participant who transferred from employment covered by the Hourly Plan to Covered Employment under this Plan. Such a transfer shall be considered a plan amendment with the accrued benefit of such Participant under the Hourly Plan, determined at the time of such transfer, protected by Section 5.6; as well as a merger subject to Section 16.7. The Plan Administrator may establish such procedures as it deems appropriate to determine that the acceptance of such transfer will not adversely affect the qualified status of the Plan. For purposes of this section a rollover contribution is not considered a transfer.

ARTICLE XVII – TOP-HEAVY

17.1 Top-Heavy Determination. For purposes of this Article, the Plan will be determined to be Top-Heavy for a Plan Year if, as of the Determination Date for that Plan Year, the present value of the cumulative Accrued Benefits of Key Employees under this Plan exceeds sixty percent (60%) of the present value of

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the cumulative Accrued Benefits of all Participants under the Plan, as determined pursuant to Section 416(g) of the Code.

All Plans qualified under Section 401(a) of the Code and adopted by a member of the Controlled Group shall be aggregated and treated as one plan (the “Plan”) for purposes of this Article; except that any plan not required to be in an aggregation group under Section 416(g)(1)(A)(i) of the Code may be aggregated and treated as part of the Plan only if such aggregation group would continue to meet the requirements of Section 401(a)(4) and Section 410 of the Code with such plan being taken into account. The present value of the cumulative Accrued Benefit of a Participant in a defined contribution plan shall be the balance credited to the account of the Participant.

The Determination Date, with respect to any Plan Year, shall be the last day of the immediately preceding Plan Year.

17.2 Valuation as of Determination Date. The present value of the Accrued Benefit of the respective Participants as of a Determination Date shall be determined as if the Participant terminated employment on the Valuation Date used for computing plan costs for minimum funding purposes for the Plan Year ending on such Determination Date, using the actuarial assumptions set forth in Section 9.8. If the Controlled Group maintains more than one defined benefit plan and there is no single accrual rate used by all of such plans, the present value of the Accrued Benefit of each Participant shall be determined by treating the benefits of the non-Key Employees as accruing no more rapidly than the slowest rate permitted by Section 411(b)-(1)(C) of the Code (the fractional rule). Distributions made within the Plan Year that include such Determination Date and within the four (4) Plan Years immediately preceding such Plan Year shall be added to the present value of Accrued Benefits. The Accrued Benefit of a Participant who is not a Key Employee but who was a Key Employee in a prior year shall be disregarded. The Accrued Benefit of a Participant who has not performed services for a member of the Controlled Group during the five (5) Plan Years immediately preceding such Plan Year shall be disregarded. The Accrued Benefit derived from an unrelated rollover received by the Plan shall also be disregarded.

17.3 Key Employee. “Key Employee” means an Employee, former Employee or Employee’s Beneficiary who at any time during the Plan Year or any of the four (4) preceding Plan Years is:

(a) An officer of an Employer having an annual compensation greater than fifty percent (50%) of the amount in effect under Section 415(b)(l)(A) of the Code for any such Plan Year;

(b) One of the ten (10) Employees having annual compensation from an Employer of more than the limitation in effect under Section 415(c)(l)(A) of the Code and owning (or considered as owning within the meaning of Section 318 of the Code) the largest interests in an Employer;

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(c) A five percent (5%) owner of an Employer; or

(d) A one percent (l%) owner of an Employer having an annual compensation from the Employer of more than $150,000,

as defined in accordance with Section 416(i)(l) of the Code.

17.4 Vesting Requirements. If the Plan is determined to be Top-Heavy for a Plan Year, the vested percentage of the Accrued Benefit of a Participant as of such Plan Year shall be redetermined in accordance with the following schedule:

After Two Years of Service	20	%
After Three Years of Service	40	%
After Four Years of Service	60	%
After Five Years of Service	100	%

If the Plan is determined to be Top-Heavy for a Plan Year and subsequently ceases to be Top-Heavy, the vesting provision in Article VI shall be applicable in such subsequent year; provided that any portion of the Accrued Benefit that was nonforfeitable before the Plan ceased to be Top-Heavy must remain so vested, and that any Participant with three (3) or more Years of Service may elect, with a reasonable time after receipt of notice by the Plan Administrator that the Plan is no longer Top-Heavy, to have his nonforfeitable percentage computed under the Plan as though the Plan continued to be Top-Heavy.

17.5 Minimum Benefits. If the Plan is determined to be Top-Heavy for a Plan Year, the Accrued Benefit derived from Employer contributions of each Participant, calculated as of any date from time to time, shall never be less than a monthly retirement income in the form of a Single Life Annuity, or a benefit in another form as permitted in Article IX that has an Actuarial Equivalent value to a Single Life Annuity, commencing at the Normal Retirement Age of the Participant, the monthly amount of which is equal to the Five-Year Average Compensation of the Participant multiplied by the lesser of:

(a) Twenty percent (20%); and

(b) Two percent (2%) for each Includable Year of Participation, where:

(i) Five-Year Average Compensation means the Participant’s average monthly compensation for the five (5) consecutive Plan Years when the Participant had the highest aggregate compensation (as defined in Section 8.1) from an Employer; and

(ii) Includable Year of Participation means each year of Benefit Service, excluding years of Benefit Service completed in a Plan Year beginning before January l, l984, and excluding Years of Benefit Service completed during a Plan Year when the Plan was not Top-Heavy.

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17.6 Adjustment to Combination Defined Benefit Plan and Defined Contribution Plan Limitations. If the Plan is determined to be Top-Heavy for a Plan Year ending on or before January 1, 2000 in accordance with Section 17.1, paragraphs 2(B) and 3(B) of Section 415(e) of the Code shall be applied by substituting “1.0” for “1.25” unless:

(a) Section 17.5 shall be applied by substituting “thirty percent (30%)” for “twenty percent (20%)” and by substituting “three percent (3%)” for “two percent (2%)”; and

(b) The present value of the Accrued Benefits of Key Employees does not exceed ninety percent (90%) of the aggregate present value of the Accrued Benefits of all Participants under the Plan.

17.7 Subsequent Amendment of Provisions. In the event that it should be determined by statute or ruling by the Internal Revenue Service that the provisions of this Article are no longer necessary to qualify the Plan under the Internal Revenue Code, this Article shall be ineffective without amendment to the Plan.

17.8 EGTRRA Addendum.

(a) Effective date. This section shall apply for purposes of determining whether the Plan is a top-heavy plan under Section 416(g) of the Code for Plan Years beginning after December 31, 2001, and whether the Plan satisfies the minimum benefits requirements of Section 416(c) of the Code for such years. This section amends Article XVII of the Plan.

(b) Determination of top-heavy status.

(i) Key Employee. Key Employee means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the determination date was an officer of the Employer having annual compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002), a five percent (5%) owner of the Employer, or a one percent (1%) owner of the Employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a Key Employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

(ii) Determination of present values and amounts. This Section 17.8(b)(ii) shall apply for purposes of determining the present values of accrued benefits and the amounts of account balances of Employees as of the determination date.

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(1) Distributions during year ending on the determination date. The present values of accrued benefits and the amounts of account balances of an Employee as of the determination date shall be increased by the distributions made with respect to the Employee under the Plan and any plan aggregated with the Plan under Section 416(g)(2) of the Code during the 1-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting “5-year period” for “1-year period.”

(2) Employees not performing services during year ending on the determination date. The accrued benefits and accounts of any individual who has not performed services for the Employer during the 1-year period ending on the determination date shall not be taken into account.

(c) Minimum benefits. For purposes of satisfying the minimum benefit requirements of Section 416(c)(1) of the Code and the Plan, in determining years of service with the Employer, any service with the Employer shall be disregarded to the extent that such service occurs during a Plan Year when the Plan benefits (within the meaning of Section 410(b) of the Code) no Key Employees or former Key Employees.

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Silgan Plastics Corporation hereby adopts this 2009 Restatement this 31st day of December, 2008.

SILGAN PLASTICS CORPORATION
By:	/s/ Sherri L. Fransen
Title:	VP Finance

ATTEST:

/s/ Susan L. Sturm

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EX-10.13

Exhibit 10.13

FIRST AMENDMENT TO THE

SILGAN PLASTICS

PENSION PLAN FOR SALARIED EMPLOYEES

(2009 Restatement)

Silgan Plastics, LLC (“Sponsor”) adopted the Silgan Plastics Pension Plan for Salaried Employees (formerly named the “InnoPak Plastics Corporation Pension Plan for Salaried Employees” and the “Silgan Plastics Corporation Pension Plan for Salaried Employees”) (the “Plan”) initially effective as of January 1, 1988.

The Plan was amended from time to time, most recently in the form of a complete amendment and restatement, generally effective January 1, 2009 (the “2009 Restatement”).

The Sponsor now desires to amend the Plan further to comply with the Pension Protection Act of 2006, the Worker, Retiree and Employer Recovery Act of 2008 and the Heroes Earnings Assistance and Relief Tax Act of 2008 and to make such other changes as the Sponsor deems necessary or desirable.

NOW, THEREFORE, the Plan is hereby amended in the following respects, generally effective January 1, 2009, unless otherwise noted herein:

1. Section 2.10 of the Plan is hereby amended to read in its entirety as follows:

2.10 Covered Employment. All service performed for an Employer for which an Employee is compensated through the Sponsor’s payroll on a salaried basis (or on an hourly basis for production Employees at the Woodstock foods facility) while classified by the Employer as an employee (without regard to any retroactive reclassification) assigned to any of the following locations or job categories:

(a) Any historical Monsanto Company location effective on and after September 1, 1987;

(b) Service with Fortune Plastics, Inc. in the job categories of Vice President and General Manager and Vice President of Sales and Marketing, and service with Express Plastic Containers, Ltd. in the job category of Vice President and General Manager on and after April 1, 1989;

(c) Any historical Fortune Plastics, Inc. location effective on and after January 1, 1990;

(d) Any historical Silgan P.E.T. Corporation location effective on and after July 24, 1989;

(e) Service at the Flora, Illinois location on and after April 1, 1997;

(f) Service at the Fairfield, Ohio location on and after January 1, 1999;

(g) Any historical Clearplass Containers, Inc. location effective on and after January 1, 2000;

(h) Any historical RXI Holdings, Inc. (including its subsidiaries) location on and after January 1, 2001;

(i) The Port Clinton, Ohio location on and after January 1, 2001;

(j) The Woodstock, Illinois location on and after July 1, 2004;

(k) The Allentown, Pennsylvania location on and after October 1, 2004; and

(l) Any other category of service for which an Employee is compensated on a salaried basis that is designated by the Sponsor in writing as Covered Employment on and after the date specified in such written designation.

Except as otherwise provided in an applicable Supplement, service as an hourly-paid Employee, service while the Employee is a member of a collective bargaining agreement with respect to which retirement benefits were the subject of good faith bargaining and service as a Leased Employee is not Covered Employment.

2. Section 3.3 of the Plan is hereby amended to read in its entirety as follows:

3.3 Participant Freeze. Except as otherwise provided in this Section 3.3 or an applicable schedule, notwithstanding anything to the contrary, an Employee who enters Covered Employment after 2006 shall not be eligible to participate in the Plan. In addition, a former Participant shall not be eligible to participate on and after re-employment in Covered Employment after 2006.

The preceding paragraph shall not apply to a Transferred Grandfathered Employee. For these purposes, a “Transferred Grandfathered Employee” means an Employee who was actively participating and accruing benefits in the Silgan White Cap Americas LLC Salaried Pension Plan or the Silgan Containers Corporation Salaried Pension Plan on the date immediately preceding the date he entered Covered Employment. An Employee shall cease to be a Transferred Grandfathered Employee upon his Termination of Employment.

3. Section 4.9 of the Plan is hereby amended to read in its entirety as follows:

4.9 Military Leave Benefits. Notwithstanding any provision of the Plan to the contrary, contributions, benefits and service credit with respect to

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qualified military service will be provided in accordance with Section 414(u) of the Code. Effective for years beginning after December 31, 2008, the Plan shall not be treated as failing to meet the requirements of any provision described in Section 414(u)(1)(C) of the Code by reason of any contribution or benefit which is based on a differential wage payment (as described in Section 3401(h)(2) of the Code). The preceding sentence shall apply only if all Employees who are performing service in the uniformed services (as described in Section 3401(h)(2)(A) of the Code) are entitled to receive differential wage payments on reasonably equivalent terms and, if eligible to participate in a retirement plan maintained by the Sponsor or an Affiliate, to make contributions based on the payments on reasonably equivalent terms (taking into account Sections 410(b)(3), (4), and (5) of the Code).

If a Participant dies while performing qualified military service on or after January 1, 2007, the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan as if the Participant had resumed employment and then experienced a Termination of Employment on account of death.

For years beginning after December 31, 2008: (a) an individual performing service in the uniformed services (as described in Section 3401(h)(2)(A) of the Code) for a period of more than 30 days receiving a differential wage payment from an Employer shall be treated as an Employee of such Employer; and (b) the differential wage payment (as described in Section 3401(h)(2) of the Code) shall be treated as earnings.

4. The third paragraph of Section 8.1 of the Plan is hereby amended by adding the following to the end of such paragraph:

With respect to distributions made during the Plan Year beginning in 2004 or the Plan Year beginning in 2005, the applicable interest rate shall be 5.5%. With respect to distributions made for Plan Years beginning after December 31, 2005, the applicable interest shall be the greater of (i) 5.5%; (ii) the rate that provides for a benefit of not more than 105% of the benefit that would be provided if the applicable rate (as defined in Code Section 417(e)(3)) were the interest rate assumption, or (iii) the rate specified in the Plan. With respect to Plan Years beginning on or after January 1, 2008, the mortality table used shall be the applicable mortality table (within the meaning of Code Section 417(e)(3)(B)).

5. The second paragraph of Section 9.4 of the Plan is hereby amended to read in its entirety as follows:

No more than ninety (90) days before the Annuity Starting Date, the Plan Administrator shall provide to a Participant a written notification that includes a general explanation of the Qualified Joint and Survivor Annuity and, effective for Plan Years beginning after December 31, 2007, the qualified optional survivor annuity; the circumstances in which the Qualified Joint and Survivor Annuity will

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be provided unless the Participant elects otherwise; the availability of such an election; a general explanation of the relative financial effect on the pension benefit of the Participant of such an election; an explanation of the relative values of the optional forms of payment; a general explanation of the terms and conditions of the optional forms of payment, the rights of the Participant’s Spouse, if any; the right to revoke a previous election and the effect of such a revocation; and an explanation of the availability of additional specific information of the financial effect of making such an election. If the Annuity Starting Date is before the Participant’s Normal Retirement Age, such notice shall explain the right of the Participant to defer receipt of the distribution until Normal Retirement Age, and, effective for Plan Years beginning after December 31, 2006, the consequences of the failure to defer receipt of the distribution until Normal Retirement Age. For these purposes, a “qualified optional survivor annuity” means an annuity for the life of the Participant with a survivor annuity for the life of his Spouse which is equal to 75% of the amount of the annuity which is payable to the Participant during the joint lives of the Participant and his Spouse.

6. Section 9.12 of the Plan is amended to read in its entirety as follows:

9.12 Direct Rollover of Eligible Rollover Distributions. A distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee (a “direct rollover”). A distributee includes an Employee or former Employee. In addition, the Employee’s or former Employee’s Surviving Spouse and the Employee’s or former Employee’s Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are distributees with regard to the interest of the Spouse or former Spouse.

An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee’s designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; and any hardship distribution. A portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code, or effective January 1, 2007, such amount may be transferred in a direct trustee-to-trustee transfer to a qualified trust described in Section 401(a) of the Code or an annuity contract described in Section 403(b) of the Code that agrees to separately account for amounts so

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transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.

An eligible retirement plan is an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, a Roth IRA described in Section 408A(b) of the Code (effective for distributions after December 31, 2007), an annuity plan described in Section 403(a) of the Code, or a qualified plan described in Section 401(a) of the Code, that accepts the distributee’s eligible rollover distribution. An eligible retirement plan shall also mean an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan.

In addition, effective for distributions after December 31, 2009, a non-spouse Beneficiary may elect to receive his or her distribution from the Plan in the form of a direct trustee-to-trustee transfer to an eligible retirement plan in accordance with Section 402(c)(11) of the Code.

7. A new Article XVIII is hereby added to the Plan, which reads in its entirety as follows:

ARTICLE XVIII – RESTRICTIONS ON BENEFITS

18.1 General. This Article prescribes limitations on unpredictable contingent event benefits, Plan amendments that increase liabilities, accelerated benefit payments, and benefit accruals when the Plan funding status falls below certain levels. Such sections contain the terms and conditions pertaining to such limitations that are required to be set forth in the Plan document. Section 436 of the Code and the regulations thereunder contain other rules relating to the operation and implementation of such terms and conditions.

Treas. Reg. §1.436-1 is hereby incorporated by reference to the extent not explicitly provided in this Article. The rules of Section 436 of the Code that are explicitly provided in this Article shall be construed in a manner that complies with such regulations. The meaning and use of terms in such regulation, including “Funding Target,” “Funding Target Attainment Percentage,” “Adjusted Funding Target Attainment Percentage” (“AFTAP”), and the “Section 436 measurement date,” are hereby incorporated by reference. Citations to regulations refer to the final regulations promulgated by the Internal Revenue Service under Section 436 of the Code on October 15, 2009.

This Article shall apply to Plan Years beginning on and after January 1, 2008.

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18.2 Shutdown and Unpredictable Contingent Event Benefits. An unpredictable contingent event benefit shall not be paid to a Participant during a Plan Year if the AFTAP for such Plan Year is less than 60%, or is 60% or more but would be less than 60% if the AFTAP were redetermined applying an actuarial assumption that the likelihood of occurrence of the unpredictable contingent event during the Plan Year is 100%; provided the unpredictable contingent event occurs within such Plan Year. Benefits attributable to an unpredictable contingent event that occurs during a period during which such restriction does not apply shall not be subject to such limitation.

The prohibition on paying an unpredictable contingent event benefit shall cease to apply to benefits attributable to an unpredictable contingent event occurring during the Plan Year upon payment by the Employer of the contribution described in Treas. Reg. §1.436-1(f)(2)(iii) with respect to that event.

For purposes of this section, an unpredictable contingent event benefit means any benefit or increase in benefits to the extent the benefit or increase would not be payable but for the occurrence of an unpredictable contingent event. An unpredictable contingent event means a plant shutdown or similar event, or an event (including the absence of an event) other than the attainment of any age, performance of any service, receipt or derivation of any compensation, or the occurrence of death or disability.

18.3 Plan Amendments Increasing Benefits. No amendment to the Plan that has the effect of increasing liabilities of the Plan by reason of increases in benefits, establishment of new benefits, changing the rate of benefit accrual, or changing the rate at which benefits become non-forfeitable shall take effect in a Plan Year if the AFTAP for the Plan Year is less than 80%, or is 80% or more but would be less than 80% if the benefits attributable to the Plan amendment were taken into account in determining the AFTAP.

Such limitation on Plan amendments shall cease to apply with respect to an amendment, effective on the later of the first day of the Plan Year or the effective date of the amendment, upon payment by the Employer of the contribution described in Treas. Reg. §1.436-1(f)(2)(iv).

The limitation on Plan amendments under this section shall not apply to any amendment that provides for an increase in benefits under a formula that is not based on a Participant’s compensation, but only if the rate of increase in benefits does not exceed the contemporaneous rate of increase in average wages of Participants covered by the amendment. The determination of the rate of increase in average wages is made by taking into consideration the net increase in average wages from the period of time beginning with the effective date of the most recent benefit increase applicable to all of those Participants who are covered by the current amendment and ending on the effective date of the current amendment. To the extent an amendment provides for (or any pre-existing plan

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provision results in) a mandatory increase in vesting under the Code or ERISA, or increases vesting required by the top heavy rules, such amendment (or pre-existing plan provision) shall not be treated as changing the rate at which benefits become non-forfeitable under this section to the extent the increase in vesting is necessary to enable the Plan to continue to satisfy the requirements for qualified plans.

18.4 Accelerated Payments – Lump Sum Distributions.

(a) Less Than 60%

If the AFTAP for the Plan Year is less than 60%, the Plan shall not pay any Prohibited Payment, and no Participant or Beneficiary shall be permitted to elect an optional form of benefit that includes a Prohibited Payment, with an Annuity Commencement Date on or after the applicable Section 436 measurement date.

If a Participant or Beneficiary requests a distribution in a form of benefit that is prohibited under the immediately preceding paragraph, the Participant or Beneficiary may elect another form of benefit available under the Plan or may defer payment to a later date otherwise permitted by the Plan.

(b) Between 60% and 80%

If the AFTAP for a Plan Year is 60% or more but is less than 80%, a Participant or Beneficiary is not permitted to elect the payment of an optional form of benefit that includes a Prohibited Payment, and the Plan shall not pay any Prohibited Payment, with an Annuity Commencement Date on or after the applicable Section 436 measurement date, and before a subsequent Section 436 measurement date as of which the AFTAP is at least 80%, unless the present value, determined in accordance with Section 417(e)(3) of the Code, of the portion of the benefit that is being paid in a Prohibited Payment (which portion is determined under Treas. Reg. §1.436-1(d)(3)(iii)(B)) does not exceed the lesser of:

(i) 50% of the present value (determined in accordance with Section 417(e)(3) of the Code) of the benefit payable in the optional form of benefit that includes the Prohibited Payment; or

(ii) 100% of the PBGC Maximum Benefit Guarantee Amount.

If an optional form of benefit that is otherwise available under the terms of the Plan is not available as of the Annuity Commencement Date because of the application of the immediately preceding paragraph, a Participant or Beneficiary

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who elects such an optional form may elect to commence benefits with respect to the Participant’s or Beneficiary’s entire benefit under the Plan in any other optional form of benefit available under the Plan at the same Annuity Commencement Date that complies with the immediately preceding paragraph, to defer payment to a later date otherwise permitted by the Plan, or to bifurcate the benefit into the Unrestricted and Restricted portions, as follows:

(a) The Unrestricted portion may be paid at that Annuity Commencement Date in the form of any optional form of benefit otherwise available under the Plan (whether or not the optional form of benefit with respect to the Unrestricted portion is a Prohibited Payment), determined by treating the Unrestricted portion as if it were the Participant’s entire benefit under the Plan;

(b) If the Participant or Beneficiary elects payment of the Unrestricted portion of the benefit described in this paragraph in the form of a Prohibited Payment, the Participant or Beneficiary may elect payment of the Restricted portion of the benefit described in this paragraph in any optional form of benefit under the Plan that would not have included a Prohibited Payment if that optional form applied to the Participant’s or Beneficiary’s entire benefit;

(c) If the Participant or Beneficiary elects payment of the Unrestricted portion of the benefit described in this paragraph in the form of a Prohibited Payment, the Participant or Beneficiary may elect to defer payment of the Restricted portion of the benefit described in this paragraph to a later date otherwise permitted by the Plan; and

(d) If the Participant or Beneficiary elects payment of the Unrestricted portion of the benefit described in this paragraph in the form of a Prohibited Payment, the Participant or Beneficiary may elect payment of the Restricted portion of the benefit described in this paragraph in the form of the Special Bifurcated Option described below.

In the case of a bifurcated benefit option, the rules of Treas. Reg. §1.417(e)-1 are applied separately to the separate optional forms for the Restricted portion and the Unrestricted portion.

In the case of a Participant with respect to whom a Prohibited Payment (or series of Prohibited Payments under a single optional form of benefit) is made pursuant to the immediately preceding two paragraphs, no additional Prohibited Payment may be made with respect to that Participant during any period of consecutive Plan Years for which Prohibited Payments are limited under this Section.

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Special Bifurcated Option. If the Participant or Beneficiary elects payment of the Unrestricted portion of the benefit described in this paragraph in the form of a Prohibited Payment, the Participant or Beneficiary may, subject to the notice and spousal consent provisions governing the election of a form of benefit other than a qualified joint and survivor annuity, elect to receive payment of the Restricted portion of the benefit described in this paragraph in the form of a single life annuity. After a subsequent Section 436 measurement date as of which the AFTAP is at least 80%, a Participant who previously elected such a single life annuity payment option may elect, subject to the notice and spousal consent provisions governing the election of a form of benefit other than a qualified joint and survivor annuity, to receive the remaining value of the Restricted portion of the benefit in the form of any payment option then available under the Plan. For purposes of the notice and spousal consent provisions governing such election, and the actuarial assumptions applicable to computing the amount of such lump sum, the Annuity Starting Date for the qualified joint and survivor annuity that is payable under the Plan at the same time as such lump sum shall be treated as a new Annuity Starting Date.

The Plan shall not make any Prohibited Payment, and no Participant or Beneficiary shall be permitted to elect an optional form of benefit that includes a Prohibited Payment, with an Annuity Commencement Date that occurs during any period in which the Sponsor is a debtor in a case under title 11, United States Code, or similar federal or state law, except for payments within a Plan Year with an Annuity Commencement Date that occurs on or after the date on which the enrolled actuary of the Plan certifies that the AFTAP for that Plan Year is not less than 100%. If a Participant or Beneficiary requests a distribution in a form of benefit that is prohibited under the immediately preceding sentence, the Participant or Beneficiary may elect another form of benefit available under the Plan or may defer payment to a later date otherwise permitted by the Plan.

If the enrolled actuary issues a certification of the AFTAP before the first day of the tenth month a Plan Year for which a presumed AFTAP applies pursuant to the rules of Treas. Reg. §§1.436-1(g)(2) or (g)(3), the limitations on Prohibited Payments apply for distributions with Annuity Commencement Dates on and after the issuance of such a certification using the certified AFTAP for the Plan Year.

The Unrestricted portion of the benefit with respect to any optional form of benefit is generally 50% of the amount payable under the optional form of benefit; provided that with respect to an optional form of benefit that is a Prohibited Payment on account of a social security leveling feature (as defined in Treas. Reg. §1.411(d)-3(g)(16)) or a refund of employee contributions feature (as defined in Treas. Reg. §1.411(d)-3(g)(11)) the Unrestricted portion of the benefit is the optional form of benefit that would apply if the Participant’s or Beneficiary’s accrued benefit were 50% smaller. Notwithstanding the foregoing, the Unrestricted portion of the benefit with respect to the optional form of benefit

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shall be reduced, to the extent necessary, so that the present value (determined in accordance with Section 417(e) of the Code) of the Unrestricted portion of that optional form of benefit does not exceed the PBGC Maximum Benefit Guarantee Amount.

The Restricted portion of the benefit means the portion of the benefit that is not described in the immediately preceding paragraph.

The PBGC Maximum Benefit Guarantee Amount described in this Section is the present value (determined under guidance prescribed by the PBGC, using the interest and mortality assumptions under Section 417(e) of the Code) of the maximum benefit guarantee with respect to a Participant (based on the Participant’s age or the Beneficiary’s age at the Annuity Commencement Date) under section 4022 of ERISA for the year in which the Annuity Commencement Date occurs.

Prohibited Payment means any payment for a month that is in excess of the monthly amount paid under a Single Life Annuity (plus any social security supplements described in the last sentence of Section 411(a)(9) of the Code) to a Participant or Beneficiary whose Annuity Commencement Date occurs during any period that a limitation under this Section is in effect (or, in the case of a Beneficiary that is not an individual, any payment for a month that is in excess of the monthly amount payable in installments over 240 months that is actuarially equivalent to the benefit payable to the Beneficiary); any payment for the purchase of an irrevocable commitment from an insurer to pay benefits; any transfer of assets and liabilities to another plan maintained by the Sponsor or an Affiliate that is made in order to avoid or terminate the application of the limits of Section 436 of the Code; and any other payment that is identified as a Prohibited Payment by the IRS.

Solely for purposes of applying the limitations on accelerated benefit payments under this section, the term Annuity Commencement Date means, as applicable:

(a) The first day of the first period for which an amount is payable as an annuity as described in Section 417(f)(2)(A)(i) of the Code;

(b) In the case of a benefit not payable in the form of an annuity, the Annuity Starting Date for the Qualified Joint and Survivor Annuity that is payable under the Plan at the same time as the benefit that is not payable as an annuity;

(c) In the case of an amount payable under a retroactive Annuity Starting Date, the benefit commencement date;

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(d) The date of any payment for the purchase of an irrevocable commitment from an insurer to pay benefits under the Plan; and

(e) The date of any transfer of assets and liabilities from the Plan to another plan maintained by the Sponsor or an Affiliate.

If a Participant commences benefits at an Annuity Commencement Date (as defined above) and, after the death of the Participant, payments continue to a Beneficiary, the Annuity Commencement Date for the payments to the Participant constitutes the Annuity Commencement Date for payments to the Beneficiary, except that a new Annuity Commencement Date occurs (determined by applying (a), (b) and (c) above to the payments to the Beneficiary) if the amounts payable to all Beneficiaries of the Participant in the aggregate at any future date can exceed the monthly amount that would have been paid to the Participant had he not died.

The limitations of this section shall not apply to benefits that may be distributed immediately without the consent of the Participant under Section 411(a)(11) of the Code (benefits less than or equal to $5,000); and shall not apply to a Plan for a Plan Year if the terms of the Plan, as in effect for the period beginning on September 1, 2005, provided for no benefit accruals with respect to any Participant.

18.5 Benefit Accruals While Plan is Severely Underfunded. If the AFTAP for the Plan Year is less than 60%, benefit accruals under the Plan shall cease as of the applicable Section 436 measurement date, and the Plan may not be amended in a manner that would increase the liabilities of the Plan by reason of an increase in benefits or establishment of new benefits.

Such prohibition on accruals shall cease to be effective on the date the enrolled actuary issues a certification that the AFTAP for the Plan Year is at least 60%. Such prohibition on additional benefit accruals also shall cease to apply with respect to any Plan Year, effective the first day of the Plan Year, upon payment by the Employer of the contribution described in Treas. Reg. §1.436-1(f)(2)(v).

18.6 Effect of Presumed AFTAP. For any period during which a presumed AFTAP applies pursuant to Section 436(h) of the Code and Treas. Reg. §1.436-1(h), the limitations of Sections 18.2 through 18.5 shall apply as if the AFTAP were the presumed AFTAP determined under Section 436(h) of the Code and Treas. Reg. §1.436-1(h), updated to take into account certain unpredictable contingent event benefits and plan amendments in accordance with Section 436 of the Code and Treas. Reg. §1.436-1(g).

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IN WITNESS WHEREOF, Silgan Plastics, LLC has adopted the foregoing instrument this 16th day of December, 2009.

SILGAN PLASTICS, LLC
By:	/s/ Sherri L. Fransen
Name:	Sherri L. Fransen
Title:	V.P Finance

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EX-10.14

Exhibit 10.14

SILGAN CONTAINERS

PENSION PLAN FOR SALARIED EMPLOYEES

THIS INDENTURE is made as of the 31^st day of December, 2009 by Silgan Containers Manufacturing Corporation, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Primary Sponsor”).

INTRODUCTION

Effective September 1, 1987, Silgan Containers Corporation established the Silgan Containers Corporation Pension Plan for Salaried Employees (the “Plan”), and effective January 1, 2003, transferred sponsorship of the Plan to the Primary Sponsor.

The Plan was last amended and restated effective July 1, 2008, and further amended on February 13, 2009, to change the name of the Plan to “Silgan Containers Pension Plan for Salaried Employees” and to make other changes to the Plan.

The Primary Sponsor now wishes to amend and restate the Plan to reflect amendments made to the Plan since its last restatement and comply with recent changes in the law.

The Plan is intended to be a pension plan within the meaning of Treasury Regulations Section 1.401-1(b)(1)(i).

The provisions of the Plan, as amended and restated herein, shall apply beginning on and after January 1, 2009, and only to Participants who have performed an Hour of Service on and after such date, except to the extent otherwise provided herein or as may otherwise be required pursuant to applicable law.

NOW, THEREFORE, the Primary Sponsor does hereby amend and restate the Plan in its entirety, generally effective as of January 1, 2009, except as otherwise provided herein, to read as follows:

SILGAN CONTAINERS

PENSION PLAN FOR SALARIED EMPLOYEES

TABLE OF CONTENTS

	Page
ARTICLE 1 DEFINITIONS		3
ARTICLE 2 ELIGIBILITY AND PARTICIPATION		20
ARTICLE 3 FUNDING OF BENEFITS		21
ARTICLE 4 BENEFITS		23
ARTICLE 5 VESTING		29
ARTICLE 6 DEATH BENEFITS		29
ARTICLE 7 GENERAL RULES ON DISTRIBUTIONS		32
ARTICLE 8 ADMINISTRATION OF THE PLAN		42
ARTICLE 9 CLAIMS REVIEW PROCEDURE		44
ARTICLE 10 MISCELLANEOUS		47
ARTICLE 11 PROHIBITION AGAINST DIVERSION		49
ARTICLE 12 LIMITATION OF RIGHTS		49
ARTICLE 13 AMENDMENT TO OR TERMINATION OF THE PLAN AND THE TRUST		49
ARTICLE 14 ADOPTION OF PLAN BY AFFILIATES		51
ARTICLE 15 QUALIFICATION AND RETURN OF CONTRIBUTIONS		52
ARTICLE 16 INCORPORATION OF SPECIAL LIMITATIONS		52
APPENDIX A LIMITATION ON BENEFITS		A-1
APPENDIX B TOP-HEAVY PROVISIONS		B-1
APPENDIX C MINIMUM DISTRIBUTION REQUIREMENTS		C-1
APPENDIX D MORTALITY TABLE EFFECTIVE JANUARY 1, 2010		D-1
APPENDIX E SCHEDULE OF BENEFITS TRANSFERRED FROM THE DEL MONTE CORPORATION RETIREMENT PLAN FOR SALARIED EMPLOYEES		E-1
APPENDIX F SPECIAL SERVICE CREDITING RULES		F-1

(i)

SILGAN CONTAINERS

PENSION PLAN FOR SALARIED EMPLOYEES

ARTICLE 1

DEFINITIONS

Wherever used herein, the masculine pronoun shall be deemed to include the feminine, and the singular to include the plural, unless the context clearly indicates otherwise and the following words and phrases shall, when used herein, have the meanings set forth below.

1.1 “Accrued Benefit” means, as of any particular date, a Participant’s annual benefit, determined pursuant to Section 4.1, commencing on the Participant’s Normal Retirement Date in the form of an annuity, payable monthly, for the life of the Participant; provided, however, that for a Participant who continues in employment with the Plan Sponsor beyond his Normal Retirement Date, such Participant’s Accrued Benefit is the annual benefit determined pursuant to Section 4.3 when expressed in the form of an immediate annuity, payable monthly, for the life of the Participant.

1.2 “Actuarial Equivalent” means, with respect to a benefit, any benefit provided under the terms of the Plan which has the same value as the Participant’s Accrued Benefit on the date the benefit payment commences based on the following assumptions:

(a) except as provided in Subsection (b),

(i) effective until January 1, 2010, the present value of optional forms of benefit shall be determined on the basis of the 1983 Individual Mortality Table “a” assuming all Participants to be male and all spouses to be female (the “Plan Mortality Table”), and using an interest rate used by the Pension Benefit Guaranty Corporation determined as of January 1 of the calendar year during which the commencement date of distribution occurs, for purposes of an immediate annuity (the “Plan Interest Rate”) (the Plan Mortality Table and the Plan Interest Rate are collectively referred to herein as the “Plan Assumptions”); and

(ii) effective on or after January 1, 2010, the present value of optional forms of benefit shall be determined on the basis of the mortality table set forth in Appendix D, which represents a fixed blend of fifty percent (50%) of the static male combined mortality rates and fifty percent (50%) of the static female combined mortality rates promulgated under Treasury Regulations Section 1.430(h)(3)-1(c) with projected mortality improvement for valuation dates in 2017, and an interest rate of five and one-half percent (5.5%) per annum compounded annually. Notwithstanding the foregoing, in no event will a Participant receive a smaller monthly payment under an optional form of benefit than the payment calculated using the mortality table and interest assumptions specified in the Plan on December 31, 2009, applied to the Participant’s Accrued Benefit as of that date.

(b) for the purpose of determining the present value of lump sum payments under the Plan,

(i) effective until January 1, 2010, the Actuarial Equivalent shall be determined by using (A) or (B) below, whichever produces the greater equivalent benefit:

(A) the applicable interest rate under Code Section 417(e)(3) for the last full month immediately preceding the first day of the Plan Year in which the date of distribution is to occur and the applicable mortality table under Code Section 417(e)(3); or

(B) the Plan Assumptions; and

(ii) effective on or after January 1, 2010, the Actuarial Equivalent shall be determined using the applicable mortality table under Code Section 417(e)(3) and the applicable interest rate under Code Section 417(e)(3) for the last full month immediately preceding the first day of the Plan Year which contains the Annuity Starting Date for the distribution.

1.3 “Actuary” means an actuary, enrolled by the Joint Board for the Enrollment of Actuaries, selected by the Primary Sponsor to provide actuarial services for the Plan.

1.4 “Affiliate” means:

(a) any corporation which is a member of the same controlled group of corporations (within the meaning of Code Section 414(b)) as is a Plan Sponsor;

(b) any other trade or business (whether or not incorporated) under common control (within the meaning of Code Section 414(c)) with a Plan Sponsor;

(c) any other corporation, partnership or other organization which is a member of an affiliated service group (within the meaning of Code Section 414(m)) with a Plan Sponsor; and

(d) any other entity required to be aggregated with a Plan Sponsor pursuant to regulations under Code Section 414(o).

Notwithstanding the foregoing, for purposes of applying the limitations set forth in Appendix A and for purposes of determining Compensation under Appendix A, the references to Code Sections 414(b) and (c) above shall be as modified by Code Section 415(h).

1.5 “Annual Compensation Limit” means (a) for any Plan Year beginning after December 31, 1988 and before January 1, 1994, $200,000, or such greater amount as reflected under Code Section 401(a)(17) for such Plan Year; (b) for any Plan Year beginning after December 31, 1993 and before January 1, 2002, $150,000, or such greater amount as reflected under Code Section 401(a)(17) for such Plan Year; and (c) for any Plan Year beginning after December 31, 2001, $200,000, or such greater amount as reflected under Code Section

4

401(a)(17) for such Plan Year; provided, however, that if Compensation before January 1, 1994 is used in determining benefit accruals in a Plan Year beginning on or after January 1, 1994, then the Annual Compensation Limit for a year prior to January 1, 1994 shall be deemed to be $150,000 for purposes of determining such benefit accruals.

1.6 “Annual Rate of Compensation” means, as of any date, the annualized rate of an Employee’s Compensation determined with regard to whether such Employee is employed on a full-time or part-time basis as set forth in the payroll records of a Plan Sponsor.

1.7 “Annuity Starting Date” means either the first day of the first period for which the Participant is paid a life annuity, or in the case of a benefit not payable in the form of a life annuity, the first day on which all events have occurred which entitle the Participant to such benefit.

1.8 “Appeals Fiduciary” means the individual(s) appointed by the Primary Sponsor to review claims for benefits payable due to a Participant’s Disability that are initially denied by the Plan Administrator and for which the claimant requests a full and fair review pursuant to Plan Sections 9.3 and 9.4. The Appeals Fiduciary may not be the individual who made the initial adverse determination with respect to any claim he reviews and may not be a subordinate of any individual who made the initial adverse determination. The Appeals Fiduciary may be removed in the same manner in which appointed or may resign at any time by written notice of resignation to the Primary Sponsor. Upon such removal or resignation, the Primary Sponsor shall appoint a successor.

1.9 “Applicable Election Period” means:

(a) with respect to the Normal Form of Payment, the 180-day period ending on a Participant’s Annuity Starting Date during which a Participant may elect not to receive payment of his Accrued Benefit in the Normal Form of Payment; and

(b) with respect to a Qualified Preretirement Survivor Annuity, the period which begins on the first day of the Plan Year in which the Participant attains age 35 and ends on the date of the Participant’s death.

1.10 “Beneficiary” means the person or trust that a Participant or Spouse, as applicable, designated most recently in writing to the Plan Administrator.

(a) If, as of the date of the Participant’s death, the Participant has failed to make a designation, no person designated is alive, no trust has been established, or no successor Beneficiary has been designated who is alive, the term “Beneficiary” means:

(i) The Participant’s Spouse, or the trustees of a revocable or living trust established by the Participant (and the Spouse, if applicable) during the Participant’s lifetime, if the Spouse is the primary beneficiary of, and possesses a power of revocation over, the portion of the trust to which such benefits are to be added;

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(ii) If no Spouse is alive at the date of the Participant’s death, the trustees of the revocable living trust established by the Participant during the Participant’s lifetime, if any; or

(iii) If no such trust has been established, the Participant’s estate.

Notwithstanding the preceding sentence, the Spouse of a married Participant shall be his Beneficiary unless that Spouse has consented in writing to the designation by the Participant of some other person or trust and the Spouse’s consent acknowledges the effect of the designation and is witnessed by a notary public or a Plan representative. A Participant may change his designation at any time. However, a Participant may not change his designation without further consent of his Spouse under the terms of the preceding sentence unless the Spouse’s consent permits designation of another person or trust without further spousal consent and acknowledges that the Spouse has the right to limit consent to a specific beneficiary and that the Spouse voluntarily relinquishes this right. Notwithstanding the above, the Spouse’s consent shall not be required if the Participant establishes to the satisfaction of the Plan Administrator that the Spouse cannot be located, if the Participant has a court order indicating that he is legally separated or has been abandoned (within the meaning of local law) unless a “qualified domestic relations order” (as defined in Code Section 414(p)) provides otherwise, or if there are other circumstances as the Secretary of the Treasury prescribes. If the Spouse is legally incompetent to give consent, consent by the Spouse’s legal guardian shall be deemed to be consent by the Spouse.

(b) If the Spouse survives the Participant and, as of the date of the Spouse’s death, the Spouse has failed to make a designation, no person designated is alive, or no trust has been established, the term “Beneficiary” means either (i) the successor Beneficiary designated by the Participant or, (ii) in the absence of such a designation, the Spouse’s estate.

(c) If, subsequent to the death of a Participant, (i) the Participant’s Beneficiary dies while entitled to receive benefits under the Plan, and (ii) the Participant’s Beneficiary is not the Participant’s Spouse, then the successor Beneficiary, if any, or the Beneficiary listed under Paragraph (i), (ii), or (iii) of Subsection (a), as applicable, shall be the Beneficiary.

1.11 “Benefit Service” means the Employee’s Vesting Service, including service prior to September 1, 1987, equal to service, if any, credited under the terms of the Prior Plan for purposes of benefit accrual, but excluding:

(a) Vesting Service while an Employee is not an Eligible Employee;

(b) Vesting Service during a leave of absence;

(c) Vesting Service required to be taken into account for purposes of vesting pursuant to Subsections (c)(ii) and (c)(iii) of Section 1.75;

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(d) Vesting Service of Former Del Monte Employees which occurred on or before December 21, 1993;

(e) Vesting Service of Former ANCC Employees which occurred prior to August 1, 1995;

(f) Vesting Service of Former Finger Lakes Employees which occurred prior to October 9, 1996.

(g) Vesting Service of Former Alcoa Employees which occurred prior to April 1, 1997;

(h) Vesting Service of Former Kraft Employees which occurred prior to October 1, 1997;

(i) Vesting Service of Former Campbell Employees which occurred prior to June 1, 1998;

(j) Vesting Service of Former PCP Employees which occurred prior to July 1, 2003; and

(k) Vesting Service earned for any period on or after February 1, 2008 for:

(i) any Employee who either was an Employee not compensated on a salaried basis prior to January 1, 2007 or was an Employee of a Plan Sponsor prior to January 1, 2007 who experienced a Termination of Employment with a Plan Sponsor and who, in either case, became an Eligible Employee on or after January 1, 2007 and before February 1, 2008.

(ii) any person who was not an Employee on December 14, 2007 and is rehired by the Plan Sponsor or an Affiliate after January 31, 2008;

(l) Vesting Service earned after June 30, 2008 by an Eligible Employee who ceased or ceases to be an Eligible Employee and, after June 30, 2008, again becomes an Eligible Employee; provided, however, that this Subsection shall not apply to any person who again becomes an Eligible Employee as a result of a transfer of employment described in Section 1.24(g).

1.12 “Board of Directors” means the board of directors of the Primary Sponsor.

1.13 “Break in Service” means a Service Computation Period during which the Employee has not completed more than 500 Hours of Service.

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

1.15 “Compensation” means:

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(a) for purposes of determining a Participant’s Accrued Benefit, all compensation paid or payable in cash by a Plan Sponsor to an Employee during a Plan Year for personal services, plus any amount which is contributed or deferred by a Plan Sponsor at the election of the Participant and which is not includible in the gross income of the Participant by reason of Code Section 125, 402(g)(3), 457, or 132(f)(4), to the extent not in excess of the Annual Compensation Limit; and

(b) does not include:

(i) any amounts paid or payable by reason of services performed after the date an Employee ceases to be an Eligible Employee;

(ii) all Employee expense reimbursements and other fringe benefit allowances paid or accrued during the Plan Year which are subject to withholding of income tax under Code Section 3401;

(iii) bonuses, overtime or commissions; and

(iv) amounts in excess of the Annual Compensation Limit.

(c) Effective January 1, 2009, in accordance with Code Section 414(u)(12), Compensation shall include any differential wage payment (within the meaning of Code Section 3401(h)(2)) made by a Plan Sponsor to an individual who does not currently perform services for the Plan Sponsor by reason of qualified military service (within the meaning of Code Section 414(u)(5)) to the extent those payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Plan Sponsor.

1.16 “Covered Compensation” means the average of the Social Security Taxable Wage Bases over the 35-year period ending with the calendar year in which the Participant attains his Social Security Retirement Age; provided, however, that for purposes of determining the Covered Compensation of a Participant who ceases to be an Eligible Employee before attaining his Social Security Retirement Age, the Social Security Taxable Wage Base in effect on the date he ceased to be an Eligible Employee shall be deemed to remain constant to the date he attains his Social Security Retirement Age.

1.17 “Deferred Retirement Date” means, for a Participant who experiences a Termination of Employment after the date which would have been the Participant’s Normal Retirement Date, the first day of the month following the date of the Participant’s Termination of Employment.

1.18 “Direct Rollover” means a payment by the Plan to an Eligible Retirement Plan specified by the Distributee.

1.19 “Disability” means a physical or mental condition which, in the judgment of the Plan Administrator based on medical evidence satisfactory to the Plan Administrator, results in the permanent inability of a Participant to satisfactorily perform the Participant’s usual duties for the Plan Sponsor, or the duties of such other position or job which the Plan Sponsor makes

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available to the Participant and for which the Participant is qualified by reason of the Participant’s training, education or experience. Evidence of such a disability may include the Participant’s entitlement to disability benefits under the Social Security Act, or under the long-term disability plan maintained by the Plan Sponsor. Notwithstanding the foregoing, if such a condition results from: (a) the Participant’s service with the Armed Forces of the United States for which the Participant receives a veteran’s disability pension; or (b) a Participant’s felonious or criminal act or enterprise, then such condition shall not be considered a Disability under this Plan.

1.20 “Disability Retirement Date” means the first day of the month immediately following the date of a Participant’s Termination of Employment after becoming subject to a Disability.

1.21 “Distributee” means an Employee or a former Employee. In addition, the Employee’s or former Employee’s surviving Spouse and the Employee’s or former Employee’s Spouse or former Spouse who is the alternate payee under a qualified domestic relations order (as defined in Code Section 414(p)), are Distributees with regard to the interest of the Spouse or former Spouse. The term “Distributee” shall include a non-spouse Beneficiary of a deceased Participant who is either an individual or an irrevocable trust where the beneficiaries of such trust are identifiable and the trustee provides the Plan Administrator with a final list of trust beneficiaries or a copy of the trust document by October 31 of the year following the Participant’s death, but only if the Eligible Rollover Distribution is transferred in a direct trustee-to-trustee transfer to an Eligible Retirement Plan which is an individual retirement account described in Code Section 408(a) or an individual retirement annuity described in Code Section 408(b) (other than an endowment contract).

1.22 “Early Retirement Age” means the date that a Participant attains age 55.

1.23 “Eligibility Service” means a twelve-consecutive-month period beginning on the date an Employee first performs an Hour of Service for a Plan Sponsor or an Affiliate (the “Employment Commencement Date”) during which an Eligible Employee completes 1,000 or more Hours of Service with a Plan Sponsor or an Affiliate, or in the event an Employee fails to complete 1,000 Hours of Service in that twelve-consecutive-month period, any twelve-consecutive-month period thereafter beginning on an anniversary of the Employee’s Employment Commencement Date in which the Employee completes no less than 1,000 Hours of Service.

1.24 “Eligible Employee” means each Employee of a Plan Sponsor who is compensated on a salaried basis, other than an Employee who:

(a) is an Employee covered by a collective bargaining agreement where retirement benefits are bargained for in good faith between the Plan Sponsor and such Employee’s lawful representative or bargaining agent, provided, that retirement benefits were the subject of good faith bargaining (unless the collective bargaining agreement provides that the Employee shall be eligible to participate in the Plan);

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(b) is an Employee covered and accruing benefits under another defined benefit pension plan maintained by a Plan Sponsor;

(c) holds a position with Silgan Holdings Inc. of Chairman of the Board, Co-Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, or Executive Vice-President of Operations (regardless of whether such employee holds other positions with Silgan Holdings Inc. or with any of its subsidiary or affiliated companies);

(d) is a Leased Employee with respect to a Plan Sponsor;

(e) is deemed to be an Employee of a Plan Sponsor pursuant to regulations under Code Section 414(o);

(f) is an individual classified by a Plan Sponsor as an independent contractor, but reclassified as an employee of a Plan Sponsor pursuant to a final determination by the Internal Revenue Service, another governmental entity with authority to make such a reclassification or a court of competent jurisdiction. However, such an individual who, but for the preceding sentence, would not be an Eligible Employee shall be an Eligible Employee only for Plan Years following the Plan Year in which such reclassification occurs;

(g) is not a Participant on June 30, 2008, unless such person:

(i) first became an Employee before January 1, 2007;

(ii) was compensated on a salaried basis by a Plan Sponsor or an Affiliate on February 1, 2008; and

(iii) becomes an Employee of a Plan Sponsor compensated on a salaried basis on or after February 1, 2008 as a result of a transfer from an Affiliate who is not a Plan Sponsor (a “Non-Sponsor Affiliate”); provided that such person was actively participating in, and accruing benefits under, a defined benefit pension plan of such Non-Sponsor Affiliate as a salaried employee immediately prior to such transfer; or

(h) effective July 1, 2008, transferred to a Plan Sponsor from Silgan White Cap Corporation on or after July 1, 2005 and has continued to accrue benefits under the Silgan White Cap Salaried Pension Plan since such transfer, but only for so long as such Employee continues to accrue benefits under such plan.

1.25 “Eligible Retirement Plan” means any of the following that will accept a Distributee’s Eligible Rollover Distribution:

(a) an individual retirement account described in Code Section 408(a);

(b) an individual retirement annuity described in Code Section 408(b) (other than an endowment contract);

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(c) an annuity plan described in Code Section 403(a) or an annuity contract described in Code Section 403(b), unless the Distributee is a non-spouse Beneficiary of a deceased Participant;

(d) a qualified trust described in Code Section 401(a), unless the Distributee is a non-spouse Beneficiary of a deceased Participant;

(e) an eligible deferred compensation plan under Code Section 457(b) which is maintained by a state or political subdivision of a state, or any agency or instrumentality of a state or political subdivision and which agrees to separately account for amounts transferred into such plan from this Plan), unless the Distributee is a non-spouse Beneficiary of a deceased Participant; or

(f) effective for distributions on or after January 1, 2008, a Roth IRA (as described in Code Section 408A), unless the Distributee is a non-spouse Beneficiary of a deceased Participant.

Effective for distributions after December 31, 2005, if any portion of an Eligible Rollover Distribution is attributable to payments or distributions from a designated Roth account (as defined in Code Section 402A), an Eligible Retirement Plan with respect to such portion shall include only another designated Roth account and a Roth IRA.

1.26 “Eligible Rollover Distribution” means any distribution of all or any portion of the Distributee’s Accrued Benefit,

(a) including any portion of the distribution that is not includable in gross income provided such amount is distributed directly to one of the following:

(i) an individual retirement account described in Code Section 408(a) or an individual retirement annuity described in Code Section 408(b) (other than an endowment contract); or

(ii) a qualified trust as described in Code Section 401(a) but only to the extent that:

(A) the distribution is made in a direct trustee-to-trustee transfer; and

(B) the transferee plan agrees to separately account for amounts transferred (including a separate accounting for the portion of the distribution which is includable in income and the portion which is not includable in income); and

(b) excluding:

(i) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the

11

Distributee and the Distributee’s designated Beneficiary, or for a specified period of ten (10) years of more;

(ii) any distribution to the extent such distribution is required under Code Section 401(a)(9);

(iii) except as otherwise provided in this Section, the portion of any distribution that is not includable in gross income (determined without regard to the exclusions for net unrealized appreciation with respect to employer securities); or

(iv) if the Distributee is a non-spouse Beneficiary of a deceased Participant, any distribution other than a direct trustee-to-trustee transfer to an individual retirement account described in Code Section 408(a) or an individual retirement annuity described in Code Section 408(b) (other than an endowment contract).

1.27 “Employee” means any person who is:

(a) a common law employee of a Plan Sponsor or an Affiliate;

(b) a Leased Employee with respect to a Plan Sponsor or an Affiliate; or

(c) deemed to be an employee of a Plan Sponsor or an Affiliate pursuant to regulations under Code Section 414(o).

1.28 “Employee Contribution Account” means the account maintained to record the Participant’s mandatory Employee Contributions as required under the Plan prior to July 1, 1994, and earnings thereon at an annual rate of (a) five percent (5%) for Plan Years commencing prior to December 31, 1987 and (b) one hundred and twenty percent (120%) of the “federal mid-term rate” in effect under Code Section 1274 for the first month of the Plan Year for Plan Years commencing on or after January 1, 1988, through the date of determination.

1.29 “Employee Contributions” means contributions from Participants’ salary reductions required to be made to the Plan prior to July 1, 1994.

1.30 “Entry Date” means the first day of the calendar month.

1.31 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.32 “Fiduciary” means each Named Fiduciary and any other person who exercises or has any discretionary authority or control regarding management or administration of the Plan, any other person who renders investment advice for a fee or has any authority or responsibility to do so with respect to any assets of the Plan, or any other person who exercises or has any authority or control respecting management or disposition of assets of the Plan.

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1.33 “Final Average Rate of Compensation” means, as of any date on which such amount is determined, one-twelfth (1/12) of a Participant’s average Annual Rate of Compensation (as of the first working day of any calendar month) during a period of thirty-six (36) calendar months in which the Participant was credited with Benefit Service immediately preceding and including the calendar month during which such determination is made. If a Participant has less than thirty-six (36) calendar months of Benefit Service as of the date of determination, the Final Average Rate of Compensation shall be determined based on the Participant’s actual number of months of Benefit Service. Notwithstanding the foregoing, “Final Average Rate of Compensation” shall not include the Annual Rate of Compensation for such individual during any period when such individual is not earning Benefit Service.

1.34 “Former Alcoa Employee” means an individual who was employed by Aluminum Company of America (“Alcoa”) immediately prior to the acquisition by the Primary Sponsor of certain Alcoa facilities on or about April 1, 1997, and who became an employee of the Primary Sponsor or an Affiliate immediately following such acquisition.

1.35 “Former ANCC Employee” means an individual who was employed by American National Can Company immediately prior to the acquisition by the Primary Sponsor of certain American National Can Company facilities on or about August 1, 1995, and who became an employee of the Primary Sponsor or an Affiliate immediately following such acquisition.

1.36 “Former Campbell Employee” means an individual who was employed by Campbell Soup Company (“Campbell”) immediately prior to the acquisition by Silgan Can Company of certain Campbell facilities on or about June 1, 1998, and who became an employee of Silgan Can Company immediately following such acquisition.

1.37 “Former Del Monte Employee” means an individual who was employed by Del Monte Corporation immediately prior to the acquisition by the Primary Sponsor of certain Del Monte Corporation facilities on or about December 21, 1993, and who became an employee of the Primary Sponsor or an Affiliate immediately following such acquisition.

1.38 “Former Finger Lakes Employee” means an individual who was employed by Finger Lakes Packaging Company, Inc. immediately prior to the acquisition by the Primary Sponsor of certain Finger Lakes Packaging Company, Inc. facilities on or about October 9, 1996, and who became an employee of the Primary Sponsor or an Affiliate immediately following such acquisition.

1.39 “Former Kraft Employee” means an individual who was employed by Kraft Foods, Inc. (“Kraft”) immediately prior to the sublease by Silgan Containers Corporation of certain Kraft facilities on or about October l, 1997, and who became an employee of the Primary Sponsor or an Affiliate immediately following such sublease.

1.40 “Former PCP Employee” means an individual who was employed by Pacific Coast Producers and affiliates immediately prior to the acquisition of PCP Can Manufacturing, Inc. (“PCP”) by Silgan Containers Manufacturing Corporation on or about July 1, 2003, and who was employed by PCP immediately after such acquisition. PCP was subsequently renamed Silgan Containers Lodi Manufacturing Corporation.

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1.41 “Fund” means the amount at any given time of the cash and other property held by the Trustee pursuant to the Plan.

1.42 “Hour of Service” means:

(a) each hour for which an Employee is paid, or entitled to payment, for the performance of duties for the Plan Sponsor or any Affiliate during the applicable computation period, and such hours shall be credited to the computation period in which the duties are performed;

(b) each hour for which an Employee is paid, or entitled to payment, by the Plan Sponsor or any Affiliate on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence; provided, however, that an hour for which an Employee is directly or indirectly paid for a period during which no services are performed shall not constitute an Hour of Service, if such payment is paid or due under a plan maintained solely for the purpose of complying with applicable worker’s compensation, unemployment compensation, or disability insurance laws and Hours of Service shall not be credited for payments which solely reimburse an Employee for medical or medically related expenses;

(c) each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Plan Sponsor or any Affiliate, and such hours shall be credited to the computation period or periods to which the award or agreement for back pay pertains rather than to the computation period in which the award, agreement or payment is made; provided, that the crediting of Hours of Service for back pay awarded or agreed to with respect to periods described in Subsection (b) shall be subject to the limitations set forth in Subsection (f).

(d) solely for purposes of determining whether a Break in Service has occurred, each hour during any period that the Employee is absent from work due to a Maternity or Paternity Absence. The hours described in this Subsection (d) shall be credited (A) only in the computation period in which the absence from work begins, if the Employee would be prevented from incurring a Break in Service in a year solely because of the credit, or (B), in any other case, in the next following computation period. For purposes of this Subsection (d), an Employee will be deemed to have completed (X) the number of hours that normally would have been credited to the Employee but for the Employee’s absence; or (Y) if the Employee’s normal work hours cannot be determined, eight (8) Hours of Service for each normal workday during such Employee’s leave; and

(e) without duplication of the Hours of Service counted pursuant to Subsection (d) hereof and solely for such purposes as required pursuant to the Family and Medical Leave Act of 1993 and the regulations thereunder (the “FMLA”), each hour (as determined pursuant to the FMLA) for which an Employee is granted leave under the FMLA (1) for the birth of a child, (2) for placement with the Employee of a child for adoption or foster care, (3) to care for the Employee’s Spouse, child or parent with a

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serious health condition, or (4) for a serious health condition that makes the Employee unable to perform the functions of the Employee’s job.

(f) The Plan Administrator shall determine Hours of Service from the employment records of the Plan Sponsor or an Affiliate, or in any other manner consistent with regulations promulgated by the Secretary of Labor (including without limitation an equivalencies method based on periods of employment), and shall construe any ambiguities in favor of crediting Employees with Hours of Service. In no event shall an Employee be credited with more than 501 Hours of Service during any single continuous period during which he performs no duties for the Plan Sponsor or an Affiliate.

(g) In the event that the Plan Sponsor or an Affiliate acquires substantially all of the assets of another corporation or entity or a controlling interest of the stock of another corporation or merges with another corporation or entity and is the surviving entity, then service of an Employee who was employed by the prior corporation or entity and who is employed by the Plan Sponsor or an Affiliate or whose employment is transferred to the Plan Sponsor shall be counted in the manner provided, with the consent of the Primary Sponsor, in resolutions adopted by the Plan Sponsor authorizing the counting of such service or in resolutions of the Primary Sponsor.

1.43 “Investment Manager” means a Fiduciary (other than the Trustee or the Plan Administrator) designated by the Primary Sponsor to whom has been delegated the responsibility and authority to manage, acquire or dispose of the Trust assets, and:

(a) who:

(i) is registered as an investment adviser under the Investment Advisors Act of 1940;

(ii) is not registered as an investment adviser under such Act by reason of paragraph (1) of Section 203A(a) of such Act, is registered as an investment adviser under the laws of the State (referred to in paragraph (1) of Section 203A(a) of such Act) in which it maintains its principal office and place of business, and, at the time the Fiduciary last filed the registration form most recently filed by the Fiduciary with such State in order to maintain the Fiduciary’s registration under the laws of such State, also filed a copy of such form with the Secretary of Labor;

(iii) is a bank, as defined in such Act; or

(iv) is an insurance company qualified to perform investment advisory services under the laws of more than one State; and

(b) who has acknowledged in writing that he is a Fiduciary with respect to the management, acquisition and control of the Trust assets.

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1.44 “Leased Employee” means any person (other than a common law employee of a Plan Sponsor or an Affiliate) who, pursuant to an agreement between the Plan Sponsor or an Affiliate and any other person, has performed services for the Plan Sponsor or an Affiliate (or for the Plan Sponsor and related persons determined in accordance with Code Section 414(n)(6), on a substantially full-time basis for a period of at least one year, and such services are performed under the primary direction or control of the Plan Sponsor or an Affiliate.

1.45 “Maternity or Paternity Absence” means a paid or unpaid absence from employment (including an unapproved leave of absence) with a Plan Sponsor or an Affiliate (a) by reason of the pregnancy of the Employee, (b) by reason of the birth of a child of the Employee, (c) by reason of the placement of a child with the Employee in connection with the adoption of the child by the Employee, or (d) for purposes of caring for a child for a period immediately following the birth or adoption of such child by such Employee. The Employee must prove to the satisfaction of the Plan Administrator or its agent that the absence meets the above requirements and must supply information concerning the length of the absence unless the Plan Administrator has access to relevant information without the Employee submitting it.

1.46 “Named Fiduciary” means only the following:

(a) the Plan Administrator;

(b) the Trustee;

(c) the Investment Committee (as designated pursuant to Plan Section 8.6);

(d) the Investment Manager; and

(e) the Appeals Fiduciary.

1.47 “Normal Form of Payment” means:

(a) for an unmarried Participant, a single life annuity for the life of the Participant; and

(b) for a married Participant, a Qualified Joint and Survivor Annuity.

1.48 “Normal Retirement Age” means age 65.

1.49 “Normal Retirement Benefit” means the benefit described in Plan Section 4.1.

1.50 “Normal Retirement Date” means the first day of the month coinciding with or immediately following the date on which a Participant attains Normal Retirement Age.

1.51 “Participant” means any Eligible Employee who enters the Plan as provided in Article 2 and who has not received full payment of his vested Accrued Benefit.

1.52 “Period of Severance” means a twelve-consecutive-month period beginning on the Severance from Service Date and ending on the first anniversary of the Severance from

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Service Date, provided that during such twelve-consecutive-month period, the Employee fails to complete an Hour of Service.

1.53 “Plan” means the Silgan Containers Pension Plan for Salaried Employees, and all amendments thereto.

1.54 “Plan Administrator” means the organization or person designated to administer the Plan by the Primary Sponsor and, in lieu of any such designation, means the Primary Sponsor.

1.55 “Plan Sponsor” means the Primary Sponsor and any Affiliate or other entity which has adopted the Plan.

1.56 “Plan Year” means the calendar year.

1.57 “Primary Social Security Benefit” means, for purposes of determining a Participant’s Accrued Benefit, the primary insurance amount payable under Section 215 of the Social Security Act, in effect at the date as of which the Participant’s Accrued Benefit is calculated, determined as follows:

(a) A Participant’s “projected primary insurance amount” as of a Plan Year is the primary insurance amount, determined as of the end of the Plan Year, payable to the Participant upon attainment of Social Security Retirement Age, assuming that the Participant earns no additional Compensation after the Participant’s Termination of Employment.

(b) With respect to service by the Participant for the Plan Sponsor prior to the date of determination, the actual Compensation paid to the Participant by the Plan Sponsor during all periods of service by the Participant for the Plan Sponsor covered by the Social Security Act shall be used in determining a Participant’s “projected primary insurance amount”. The Plan Sponsor may not take into account any compensation from any other employer during such period of service by the Participant.

(c) With respect to years before the Participant first performed an Hour of Service for a Plan Sponsor or an Affiliate, in determining a Participant’s “projected primary insurance amount” it may be assumed that the Participant received compensation for such years in an amount computed by applying an eight percent (8%) salary scale projected backwards from the date of determination until the Participant’s twenty-first (21st) birthday. If the Participant, however, furnishes evidence satisfactory to the Plan Administrator of actual past compensation for such years treated as wages under the Social Security Act at the time the compensation was earned, the Plan shall use such actual past compensation. The Plan shall provide notice to Participants of their right to provide such evidence, and of the consequences of failing to provide such evidence.

1.58 “Prior Employer” means Carnation Company and any entity acquired by Carnation Company or its affiliates prior to September 1, 1987.

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1.59 “Prior Plan” means the Carnation Employees Retirement Plan Number One or the Carnation Employees Retirement Plan Number Two, as applicable, as in effect on August 31, 1987.

1.60 “Prior Plan Benefit” means the monthly benefit earned by a Participant under the Prior Plan, if any, through August 31, 1987.

1.61 “Qualified Joint and Survivor Annuity” means an immediate annuity for the life of a married Participant, followed by a survivor annuity for the life of the Participant’s Spouse which is fifty percent (50%) of the amount of the annuity paid for the joint lives of the Participant and his Spouse and which is the Actuarial Equivalent of the Participant’s Accrued Benefit. The Qualified Joint and Survivor Annuity shall be at least as valuable as any other optional form of benefit provided under the Plan.

1.62 “Qualified Optional Survivor Annuity” has the meaning ascribed to it in Plan Section 7.5(b).

1.63 “Qualified Preretirement Survivor Annuity” means an annuity for the life of the Participant’s surviving Spouse which is described in Plan Section 6.3.

1.64 “Required Beginning Date” has the meaning ascribed to it in Appendix C.

1.65 “Service Computation Period” means the consecutive 12-month period beginning on the date on which the Employee’s employment commenced and each anniversary thereof; provided, however, that for any Employee who has incurred a Break in Service and whose years of Vesting Service before said Break in Service are not taken into account hereunder, the Service Computation Period shall be the consecutive 12-month period commencing on the first date on which such Employee completes an Hour of Service following the last computation period in which a Break in Service has occurred and each anniversary thereof.

1.66 “Severance from Service Date” means the earlier of:

(a) the date on which an Employee quits, retires, is discharged or dies;

(b) the first anniversary of the first date of a period during which an Employee remains absent from service (with or without pay) with a Plan Sponsor for any reason other than a quit, retirement, discharge or death, such as vacation, holiday, sickness, disability, leave of absence or layoff, or due to a Maternity or Paternity Absence; or

(c) the second anniversary of the first date of a period during which an Employee remains absent from service (with or without pay) with a Plan Sponsor due to a Maternity or Paternity Absence.

1.67 “Social Security Retirement Age” means age sixty-five for individuals born on or before January 1, 1938 and means the age at which unreduced old-age insurance benefits commence under the Social Security Act for persons born after that date.

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1.68 “Social Security Taxable Wage Base” means the amount of wages from which Social Security taxes are required to be withheld in accordance with the Federal Insurance Contributions Act, or any successor act, regulation, or ruling pertaining thereto, which is in effect at the beginning of the Plan Year.

1.69 “Spouse” means a person who is legally married to the Participant on the earlier of the date of the Participant’s death or such Participant’s Annuity Starting Date.

1.70 “Target Funding Percentage” means, for a Plan Year, the ratio (expressed as a percentage) which:

(a) the value of Plan assets for the Plan Year, reduced by any prefunding balance (as defined in Code Section 430(f)(6)) and any funding standard carryover balance (as defined in Code Section 430(f)(7)), bears to

(b) the present value of all benefits accrued or earned under the Plan as of the beginning of the Plan Year.

Notwithstanding the foregoing, (1) the amounts in Subsections (a) and (b) of this Section shall be increased by the aggregate amount of purchases of annuities for Employees other than highly compensated employees (within the meaning of Code Section 414(q)) which were made by the Plan during the two Plan Years preceding the year for which the Target Funding Percentage is being determined, and (2) the amount in Subsection (a) shall be increased by any security provided by a Plan Sponsor consisting of (A) a bond issued by a corporate surety company that is an acceptable surety for purposes of Section 412 of ERISA, (B) cash, or United States obligations which mature in 3 years or less, held in escrow by a bank or similar financial institution, or (C) such other form of security as is satisfactory to the United States Secretary of the Treasury and the parties involved.

1.71 “Termination of Employment” means a severance from employment (within the meaning of Code Section 401(k)(2)(B)(i)(I) without regard to Code Section 414(u)) of an Employee from all Plan Sponsors and Affiliates for any reason other than death. Any absence from active employment of the Plan Sponsor and Affiliates by reason of an approved leave of absence shall not be deemed for any purpose under the Plan to be a Termination of Employment. Transfer of an Employee from one Plan Sponsor to another Plan Sponsor or to an Affiliate shall not be deemed for any purpose under the Plan to be a Termination of Employment. In addition, transfer of an Employee to another employer (other than a Plan Sponsor or an Affiliate) in connection with a corporate transaction involving a sale of assets, merger, or sale of stock, shall not be deemed to be a Termination of Employment, for purposes of the timing of distributions under Article 7, if the employer to which such Employee is transferred agrees with the Plan Sponsor to accept a transfer of assets from the Plan to its tax-qualified plan in a trust-to-trust transfer meeting the requirements of Code Section 414(l).

1.72 “Trust” means the trust established under an agreement between the Primary Sponsor and the Trustee to hold the assets of the Plan or any successor agreement.

1.73 “Trustee” means the trustee under the Trust.

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1.74 “Valuation Date” means the first day of each Plan Year or such other date as the Plan Administrator shall determine.

1.75 “Vesting Service” shall mean the period commencing on the date the Employee first performs an Hour of Service for a Plan Sponsor or an Affiliate upon his employment or reemployment following a Break in Service, whichever is applicable, and ending on the Severance from Service Date. The following rules shall be applied in calculating a Participant’s Vesting Service:

(a) In order to determine the number of whole years of a Participant’s Vesting Service, non-successive years must be aggregated, and less than whole years (whether or not consecutive) must be aggregated on the basis of twelve (12) months of service, where thirty (30) days are deemed to be a month in the case of aggregation of fractional months, or three-hundred sixty five (365) days of service equals a year.

(b) In the event an Employee is absent from work due to a Maternity or Paternity Absence, the period between the first and second anniversaries of the first date of absence from work is neither a period of Vesting Service nor a Period of Severance.

(c) In determining a Participant’s Vesting Service, the following periods of employment or Periods of Severance shall be taken into account:

(i) a Period of Severance during the first twelve (12) months of an approved leave of absence;

(ii) a Period of Severance by reason of a quit, discharge or retirement, if the Employee performs an Hour of Service within twelve (12) months from the Severance from Service Date;

(iii) a Period of Severance by reason of a quit, discharge or retirement during the first twelve (12) months of an approved leave of absence, if the Employee performs an Hour of Service within twelve (12) months from the date the Employee was first absent from service; and

(iv) periods of employment with a corporation, trade, or business predecessor to the Plan Sponsor.

ARTICLE 2

ELIGIBILITY AND PARTICIPATION

2.1 General Rule. Each Employee shall become a Participant as of the date coinciding with or following the latest of the date on which the Employee completes his Eligibility Service, becomes an Eligible Employee or reaches age 21; provided, however, that effective July 1, 2008, there are no new Participants in the Plan, except for any person who becomes an Eligible Employee as a result of a transfer of employment described in Section 1.24(g).

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2.2 Old Plan Participants. Each Eligible Employee who was a Participant in the Plan as of December 31, 2008 shall continue to be a Participant in the Plan as of January 1, 2009.

2.3 Rehired Participants. Each Participant who participated under the Plan, experienced a Termination of Employment, and who is reemployed by a Plan Sponsor shall become a Participant as of the date of his reemployment as an Eligible Employee.

2.4 Rehired Employees Who Were Not Participants. Each Employee who experiences a Termination of Employment before becoming a Participant shall become a Participant as of the date specified in Section 2.1.

2.5 Treatment of Leave of Absence for Eligibility Purposes. Notwithstanding any provision of the Plan to the contrary, for purposes of determining an Employee’s Eligibility Service, an Employee shall not be deemed to have suffered a Break in Service if his employment is interrupted because such Employee has been on an approved leave of absence; provided that:

(a) he returns to the employ of the Plan Sponsor or an Affiliate within the time period set forth below following the expiration of such leave; or

(b) he fails to return from such leave as a result of death, Disability or retirement on or after Normal Retirement Age.

Employees who do not return to the employ of a Plan Sponsor or an Affiliate within thirty (30) days following the end of an approved leave of absence (or within the time required by law in the case of service with the armed forces) shall be deemed to have suffered a Break in Service in the earliest Plan Year during all or any part of which the Employee was on such leave of absence or military duty and during which such Employee completed less than 501 Hours of Service, computed without regard to any Hours of Service deemed credited under Plan Section 1.42(b) (unless such failure to return was the result of death, Disability or retirement on or after Normal Retirement Age).

ARTICLE 3

FUNDING OF BENEFITS

3.1 Plan Sponsor Contributions.

(a) For each Plan Year, the Plan Sponsor shall make contributions to the Trust, in one or more installments, in the amounts necessary to maintain the Plan on a sound actuarial basis in order to provide the benefits payable under the Plan. All contributions made with respect to a fiscal year of the Plan Sponsor shall be made within the time allowed by the Code to permit an income tax deduction by the Plan Sponsor for such fiscal year.

(b) All contributions to the Plan shall be paid to the Trustee for investment and reinvestment pursuant to the terms of the Trust agreement. All benefits payable under the Plan shall be paid out of the Trust by the Trustee pursuant to the directions of the Plan Administrator. If any portion of a Participant’s Accrued Benefit is forfeited during a Plan

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Year, Plan Sponsor contributions shall, for such Plan Year or subsequent Plan Years, be reduced in a manner consistent with Code Section 412 and Code Section 430.

(c) For purposes of determining the income tax deduction allowable under Code Section 404(a)(1), cost of living adjustments allowed or allowable under Code Section 415(d) for any Plan Year before the year in which such adjustment first takes effect shall not be taken into account.

3.2 Funding Policy. The Plan Administrator shall, from time to time, establish a funding policy and method for the Plan which is consistent with the objectives of the Plan and the requirements of ERISA. The funding policy and method, as established and amended from time to time, shall be delivered in writing to the Fiduciary responsible for managing the investment of the Trust assets in order that it may coordinate the investment policies of the Trust with such funding policy and method. In making its determination of the amount of the contributions to be made to the Plan, the Plan Sponsor shall give due consideration to the Plan’s funding policy and method and to all statements, reports and recommendations of the Actuary. In no event, however, shall the contributions of the Plan Sponsor to the Plan for any Plan Year be less than the minimum amount required to meet the funding standards of ERISA.

3.3 No Participant Contributions. On and after July 1, 1994, no contributions by Participants shall be required or permitted under the Plan.

3.4 Valuation of Trust.

(a) Date for Valuation. Within ninety (90) days after any Valuation Date, the Trustee shall value the Trust on the basis of fair market values as of such Valuation Date.

(b) Instructions Regarding Valuation. If the Trustee, in making such valuations, shall determine that the Trust consists, in whole or in part, of property not traded freely on a recognized market, or that information necessary to ascertain the fair market value of any Trust assets or liabilities is not readily available to the Trustee, the Trustee may request the Plan Administrator to instruct the Trustee as to such fair market value for all purposes under the Plan; and in such event the fair market value determined by the Plan Administrator shall be binding and conclusive. If the Plan Administrator fails or refuses to instruct the Trustee as to such fair market value within a reasonable time after receipt of the Trustee’s request, the Trustee shall take such action as it deems necessary or advisable to ascertain such fair market value, including the retention of such counsel and independent appraisers as it considers necessary; and in such event the fair market value determined by the Trustee shall be binding and conclusive.

3.5 Limitation on Deductibility of Contributions. In computing the amount of the Plan Sponsor’s deduction for contributions to this Plan for any fiscal year of the Plan Sponsor, no deduction shall be permitted for any benefits in excess of any limitation under Code Section 415 applicable to such benefits for such fiscal year.

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ARTICLE 4

BENEFITS

4.1 Normal Retirement Benefit. The annual amount of the benefit payable to a Participant commencing on his Normal Retirement Date, when expressed in the form of an annuity for the life of the Participant, payable monthly, shall be calculated as follows:

(a) Effective on and after July 1, 1994 and except as provided in Subsections (b) or (c) hereof, the Normal Retirement Benefit shall be equal to the sum of Paragraphs (i), (ii) and (iii) hereof, less Paragraph (iv) hereof:

(i) For service prior to July 1, 1994,

(1) 1.30% of the Participant’s Final Average Rate of Compensation, up to one-twelfth (1/12) of the Participant’s Covered Compensation, multiplied by the Participant’s Benefit Service through June 30, 1994, up to a maximum of thirty-five (35) years, plus

(2) 1.75% of the Participant’s Final Average Rate of Compensation in excess of one-twelfth (1/12) of the Participant’s Covered Compensation multiplied by the Participant’s Benefit Service through June 30, 1994, up to a maximum of thirty-five (35) years.

(ii) For service after June 30, 1994,

(1) .75% of the Participant’s Final Average Rate of Compensation, up to one-twelfth (1/12) of the Participant’s Covered Compensation, multiplied by the difference between the Participant’s Benefit Service, up to a maximum of thirty-five (35) years, less the Benefit Service considered in Subsection (a)(i)(1), plus

(2) 1.20% of the Participant’s Final Average Rate of Compensation in excess of one-twelfth (1/12) of the Participant’s Covered Compensation, multiplied by the difference between the Participant’s Benefit Service up to a maximum of thirty-five (35) years, less the Benefit Service considered in Subsection (a)(i)(1).

(iii) The monthly amount of the larger of a Participant’s “preserved benefit” or “PRA benefit” (the benefit derived from his frozen “credit balance” shown in Appendix A) transferred to this Plan from the Del Monte Corporation Retirement Plan for Salaried Employees effective as of January 1, 1994, if any.

(iv) The monthly amount of the Participant’s Prior Plan Benefit, if any.

In no event will a Participant’s Accrued Benefit after June 30, 1994 be less than the Participant’s benefit accrued as of June 30, 1994 determined under the benefit formula in effect prior to July 1, 1994.

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(b) For Participants who first participated in the Plan after March 31, 1991 and before July 1, 1994, the Normal Retirement Benefit shall be equal to the greatest of the amounts determined in Paragraphs (i), (ii) or (iii) hereof:

(i) Final Average Benefit Formula. A Participant’s Normal Retirement Benefit shall be equal to the amount determined in Subparagraph (1) hereof, less the sum of the amounts determined in Subparagraph (2), (3), and (4) hereof, plus the amount determined in Subparagraph (5) hereof, as follows:

(1) 1.75% of the Participant’s Final Average Rate of Compensation as of June 30, 1994 multiplied by the Participant’s Benefit Service as of June 30, 1994 up to a maximum of thirty-five (35) years;

(2) 1.42% of the Participant’s monthly Primary Social Security Benefit determined as of June 30, 1994 multiplied by the Participant’s Benefit Service as of June 30, 1994 up to a maximum of thirty-five (35) years;

(3) The amount of the Participant’s monthly benefit, if any, as earned under a qualified retirement plan (or plans) maintained by a past employer (or employers) acquired by the Prior Employer, to the extent such benefit is used to offset the Participant’s Prior Plan Benefit under Sections 3.1(C)(3) and 3.1(C)(4) of the Prior Plan;

(4) The monthly amount of the Participant’s Prior Plan Benefit, if any; plus

(5) The monthly amount of the larger of a Participant’s “preserved benefit” or “PRA benefit” (the benefit derived from his frozen “credit balance” shown in Appendix E) transferred to the Plan from the Del Monte Corporation Retirement Plan for Salaried Employees effective as of January 1, 1994, if any.

(ii) Post June 30, 1994 Formula. The amount determined under the formula described in Plan Section 4.1(a).

(iii) Accrued Benefit (Employee Portion). That portion of the Participant’s Accrued Benefit attributable to Employee Contributions, if any, which shall be equal to the Participant’s Employee Contribution Account as of the date of determination projected to Normal Retirement Age at an interest rate equal to the applicable interest rate under Code Section 417(e)(3), converted to a single life annuity commencing at the Participant’s Normal Retirement Age which is the Actuarial Equivalent (determined using the applicable factors in Section 1.2(a)) of the portion of the Participant’s Employee Contribution Account. For purposes of this paragraph (iii), the date of determination of a Participant who has experienced a Termination of Employment will be the date of the Participant’s Termination of Employment.

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(c) For Participants who first participated in the Plan on or before March 31, 1991, the Normal Retirement Benefit shall be the greatest of the amounts determined in Paragraphs (i), (ii), (iii) or (iv) hereof:

(i) Career Average Formula. A monthly benefit equal to the sum of the amounts determined in Subparagraphs (1) and (2) hereof, less the amount determined in Subparagraph (3) hereof:

(1) An amount equal to 5 5/9% of the Participant’s Employee Contributions made to the Plan through March 31, 1991;

(2) An amount equal to one-twelfth (1/12) of the amount determined under Sections 3.1(A) and 3.1(B) of the Prior Plan as of August 31, 1987;

(3) The monthly amount of the Participant’s Prior Plan Benefit, if any.

(ii) Post June 30, 1994 Formula. The amount determined under the formula described in Plan Section 4.1(a) hereof.

(iii) Final Average Benefit Formula. The amount determined under the final average benefit formula described in Plan Section 4.1(b)(i).

(iv) Accrued Benefit (Employee Portion). That portion of the Participant’s Accrued Benefit attributable to Employee Contributions, if any, as determined under Plan Section 4.1(b)(iii).

(d) Notwithstanding anything in this Plan Section 4.1 to the contrary, a Participant’s Normal Retirement Benefit determined pursuant to this Plan Section shall not exceed an amount determined under the formula contained in this Plan Section, but in lieu of the Participant’s Final Average Rate of Compensation, the Participant’s Final Average Cap shall be substituted. For purposes of this paragraph, the “Final Average Cap” is, as of any date, one-twelfth of a Participant’s average Annualized Limit during a period of thirty-six (36) calendar months (or, if a Participant has less than thirty-six (36) calendar months of Benefit Service, such lesser Benefit Service) which immediately precedes and includes the calendar month during which such determination is made. For purposes of this paragraph, the “Annualized Limit” means:

(i) as of any date within a calendar year prior to January 1, 2007, the Participant’s Annual Rate of Compensation; and

(ii) as of any date within a calendar year after December 31, 2006, the annualized rate of an Employee’s Compensation on January 1, 2007, or, if later, the first January 1 the Employee earned Compensation, increased for subsequent calendar years by three percent (3%), compounded annually, through the January 1 of the calendar year containing the date for which the Annualized Limit is being determined.

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(e) Notwithstanding anything in this Plan Section 4.1 to the contrary, the Accrued Benefit of the following Participants shall not increase over their Accrued Benefit determined as of January 31, 2008 based on the Final Average Rate of Compensation, Final Average Cap and Benefit Service as of January 31, 2008:

(i) any individual who became a Participant after December 31, 2006 because of

(1) a promotion to a position in which such individual is compensated by a Plan Sponsor on a salaried basis; or

(2) a transfer from an Affiliate which is not a Plan Sponsor to a salaried position with a Plan Sponsor, unless such Participant was actively participating in, and accruing benefits under, a defined benefit pension plan of such Affiliate as a salaried employee immediately prior to such transfer, and

(ii) any Participant who was an Employee prior to January 1, 2007, experienced a Termination of Employment with a Plan Sponsor and was rehired by a Plan Sponsor on or after January 1, 2007 and before February 1, 2008.

(f) Effective January 1, 2008, notwithstanding anything in this Plan Section 4.1 to the contrary, if the Plan’s Target Funding Percentage is less than sixty percent (60%) for any Plan Year, no benefits will accrue under the Plan as of the valuation date for such Plan Year, unless during such Plan Year, the Plan Sponsor makes a contribution to the Trust (in addition to any minimum required contribution under Code Section 430) equal to the amount sufficient to result in a Target Funding Percentage of sixty percent (60%) or greater. For purposes of this Subsection (f), no prefunding balance (as defined in Code Section 430(f)(6)) or funding standard carryover balance (as defined in Code Section 430(f)(7)) may be used to satisfy the contribution to the Trust described in the preceding sentence.

4.2 Early Retirement Benefit. A Participant who has attained his Early Retirement Age but has not attained Normal Retirement Age, may elect to retire on the first day of any month on or after the Participant’s attainment of Early Retirement Age, but prior to reaching a Normal Retirement Date, and receive an early retirement benefit, which shall be equal to the Participant’s Normal Retirement Benefit determined under Plan Section 4.1, reduced by 1/600th for each of the first sixty (60) months and 1/300th for each of the next sixty (60) months by which the Participant’s Annuity Starting Date precedes the Participant’s Normal Retirement Date.

4.3 Deferred Retirement Benefit.

(a) The retirement benefit of a Participant who experiences a Termination of Employment (or whose benefits commence pursuant to Section 7.11, if applicable) after his Normal Retirement Date shall be the greater of:

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(i) his Normal Retirement Benefit but determined as of the Participant’s Termination of Employment (or such earlier date on which benefits commence under Section 7.11, if applicable); or

(ii) the Actuarial Equivalent of his Normal Retirement Benefit determined as of his Normal Retirement Date;

provided, however, that the Participant must begin to receive distribution of his Accrued Benefit no later than the Participant’s Required Beginning Date (or such earlier date on which benefits commence under Section 7.11, if applicable).

(b) Notwithstanding the foregoing, the Accrued benefit of a Participant (other than a Participant described in Section 1(b)(2) of Appendix B) who retires in a calendar year following the calendar year in which the Participant attains age 70 ¹/2 shall be increased until the Participant’s Required Beginning Date (or such earlier date on which benefits commence under Section 7.11, if applicable) to a benefit equal to (i) the Actuarial Equivalent of the Participant’s Accrued Benefit that would have been payable as of April 1 following the calendar year in which the Participant attained age 70 ¹/2 if benefits had commenced on that date; plus (ii) the Actuarial Equivalent of any additional Accrued Benefit earned after that date; less (iii) the Actuarial Equivalent of any distributions made with respect to the Participant’s Accrued Benefit after that date. To the extent permitted under Code Section 411(b)(1)(H), the related Treasury Regulations, and IRS Notice 97-75, such actuarial increase shall reduce the benefit accrual otherwise required under Code Section 411(b)(1)(H)(i).

4.4 Disability (Continuance of Participation). If a Participant experiences a Termination of Employment with a Plan Sponsor due to a Disability after completion of ten (10) or more years of Benefit Service, the Participant may continue to participate in this Plan as described herein.

(a) In lieu of entitlement to a vested deferred benefit pursuant to Plan Section 4.5 herein, the Participant may file a request with the Plan Administrator to be treated as if the Participant had not experienced a Termination of Employment with the Plan Sponsor. If the Plan Administrator determines that the Participant is subject to a Disability, the Participant shall continue to accrue Benefit Service.

(b) In the event of the occurrence of any of the events described in this Subsection (b), a Participant shall no longer be considered to be subject to a Disability and a Termination of Employment shall be deemed to occur (unless the Participant returns to active employment with a Plan Sponsor within fifteen (15) days of the occurrence of the event):

(i) the Participant engages in any substantial gainful activity, except for such activity as the Plan Administrator finds to be for the primary purpose of rehabilitation, or which is not incompatible with the condition causing such Disability;

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(ii) in the opinion of the Plan Administrator based on the findings of a medical examination by a physician appointed by the Plan Administrator, the Participant has sufficiently recovered from such Disability to be able to return to employment with the Plan Sponsor;

(iii) the Participant refuses to undergo medical examination requested by the Plan Sponsor to verify the Participant’s Disability; provided, however, that a medical examination may not be required more than two times in any Plan Year;

(iv) the Participant makes an irrevocable election to be treated as having incurred a Termination of Employment with the Plan Sponsor as of a specified date; or

(v) the Participant attains Normal Retirement Age.

(c) If a Participant is deemed to have experienced a Termination of Employment with the Plan Sponsor as described in Subsection (b), the Participant shall be entitled to a benefit under Plan Section 4 for which Participant is otherwise then eligible. In determining such benefit, the Participant’s Final Average Rate of Compensation, Final Average Cap, and the Participant’s Primary Social Security Benefit shall be determined as of the date the Participant is determined to be subject to a Disability.

4.5 Vested Deferred Benefit.

(a) A Participant who is fully vested in his Accrued Benefit pursuant to Plan Section 5.1 upon Termination of Employment shall be eligible to receive a vested deferred benefit in an amount equal to the benefit determined under Plan Section 4.1 as of the Participant’s date of Termination of Employment which shall be payable upon the Participant’s attainment of Normal Retirement Age.

(b) If a Participant who experiences a Termination of Employment and was fully vested in his Accrued Benefit upon Termination of Employment attains Early Retirement Age, but has not attained Normal Retirement Age, the Participant may elect to commence receipt of his vested Accrued Benefit as of the first day of any month after attaining Early Retirement Age but prior to the Participant’s Normal Retirement Age, and receive a monthly benefit as determined in Subsection (a) hereof, reduced by 1/600^th for each of the first sixty (60) months and 1/300th for each of the next sixty (60) months by which the Participant’s Annuity Starting Date precedes the Participant’s Normal Retirement Date.

4.6 USERRA. Notwithstanding any provision of the Plan to the contrary, benefits and service credit with respect to qualified military service will be provided, and a Participant’s Compensation will be determined, in accordance with, and as required by, Section 414(u) of the Code.

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ARTICLE 5

VESTING

5.1 Vesting. Subject to the limitations contained in this Article 5, a Participant’s Accrued Benefit shall vest according to the following schedule:

Years of Vesting Service	Vested Percentage
Less than 5		0	%
5 or more		100	%

Notwithstanding the foregoing, a Participant shall always be 100% vested in the portion of his Accrued Benefit attributable to his Employee Contributions. Notwithstanding any of the foregoing to the contrary, a Participant’s Accrued Benefit shall be fully vested if he is employed with a Plan Sponsor or an Affiliate upon his attainment of Early Retirement Age or Normal Retirement Age.

5.2 Changes to Vesting Schedule. If a Plan amendment directly or indirectly changes the vesting schedule, the vesting percentage for each Participant in his Accrued Benefit accumulated to the date when the amendment is adopted shall not be reduced as a result of the amendment. In addition, any Participant with at least three (3) years of Vesting Service may irrevocably elect to remain under the pre-amendment vesting schedule with respect to all of his benefits accrued both before and after the amendment, unless after the amendment, any such Participant’s nonforfeitable percentage at any time cannot be less than the Participant’s nonforfeitable percentage determined without regard to such amendment.

ARTICLE 6

DEATH BENEFITS

6.1 Death After Commencement of Benefits. Subject to the provisions of Plan Section 6.5, in the case of a Participant who was receiving payment of his Accrued Benefit, the amount to be paid to the Spouse or other Beneficiary upon the Participant’s death will be determined under the form of distribution previously elected by the Participant. Notwithstanding the foregoing:

(a) if a Participant is unmarried on the date of his death, payment of his Accrued Benefit has commenced in the form of a single life annuity, and upon his death, the total amount of payments made is less than the value of the Participant’s Employee Contribution Account determined as of the date payment of the Participant’s Accrued Benefit commenced, then a single sum payment equal to the difference shall be paid to the Participant’s Beneficiary.

(b) if payment of a Participant’s Accrued Benefit has commenced in the form of a Qualified Joint and Survivor Annuity, and upon the death of the Participant and his Spouse, the total amount of payments to both individuals made is less than the value of the Participant’s Employee Contribution Account determined as of the date payment of

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his Accrued Benefit commenced, then a single sum payment equal to the difference shall be paid to the Beneficiary of the last to die of either the Participant or the Spouse.

(c) if payment of the Participant’s Accrued Benefit has commenced to the Participant’s Spouse in the form of a Qualified Preretirement Survivor Annuity, and upon the death of the Spouse, the total amount of payments made is less than the value of the deceased Participant’s Employee Contribution Account determined as of the date payment of the Qualified Preretirement Survivor Annuity commenced, then a single sum payment equal to the difference shall be paid to the Spouse’s Beneficiary.

6.2 Death Before Commencement of Benefits.

(a) If a married Participant dies after having attained Normal Retirement Age but before commencement of payment of benefits, the amount to be paid to the Participant’s Spouse shall be the survivor portion of the Participant’s vested Accrued Benefit, in the form elected by such Participant before the Participant’s Termination of Employment. In the event such a Participant did not elect a form of payment before Termination of Employment, the amount to be paid to the Participant’s Spouse shall be the survivor portion of the Participant’s vested Accrued Benefit as if the benefit were payable in the form of a Qualified Joint and Survivor Annuity.

(b) If a married Participant dies prior to attaining Normal Retirement Age and is entitled to a vested interest in his Accrued Benefit (whether attributable to Plan Sponsor contributions, Employee Contributions, or both), then the Participant’s Spouse shall receive the Qualified Preretirement Survivor Annuity.

(c) If a Participant is unmarried at the time of his death, the Participant’s Beneficiary shall be entitled to receive the value of the Participant’s Employee Contribution Account, if any, determined as of the date of the Participant’s death in a single sum payment as soon as practicable following the Participant’s death.

(d) If a Participant is married at the time of his death, but both the Participant and his Spouse die before the portion of the Participant’s Accrued Benefit attributable to his Employee Contributions has been entirely distributed, then the Participant’s Beneficiary shall be entitled to receive the value of the Participant’s Employee Contribution Account, if any, determined as of the date of the Spouse’s death in a single sum payment as soon as practicable following the Spouse’s death.

6.3 Qualified Preretirement Survivor Annuity. Upon the death of a Participant who is vested in any portion of his Accrued Benefit, and who has a Spouse, the death benefits to such Spouse will be paid as follows:

(a) Death After Earliest Retirement Age. If the Participant dies after reaching his Earliest Retirement Age, the Participant’s Spouse shall receive the greater of:

(i) forty-five percent (45%) of the Participant’s Accrued Benefit determined as of the date of death, reduced by one-tenth of one percent (.10%) for

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each month that the Spouse’s age is more than sixty (60) months less than the age of the Participant as of the Participant’s date of death; or

(ii) a Qualified Preretirement Survivor Annuity equal to the same benefit that would have been payable to the Spouse if the Participant had retired on the day before his death (or his actual date of Termination of Employment, if earlier) and elected to receive his Accrued Benefit in the form of a Qualified Joint and Survivor Annuity on the day before the Participant’s death, including any reduction for early commencement as provided in Plan Section 4.2.

Payments to the Spouse shall commence on the date that would have been the Participant’s Normal Retirement Date unless the Spouse elects, in the time and manner designated by the Plan Administrator, to commence payment as of the first day of the month coinciding with or next following the date of the Participant’s death or any month thereafter, subject to Appendix C.

(b) Death Before Earliest Retirement Age. If the Participant dies on or before reaching his Earliest Retirement Age, the Participant’s Spouse shall receive a Qualified Preretirement Survivor Annuity equal to the same benefit that would have been payable to the Spouse (including the reduction for early commencement pursuant to Plan Section 4.2) if the Participant had:

(i) experienced a Termination of Employment on the date of his death (or on his actual date of Termination of Employment, if earlier);

(ii) survived to his Earliest Retirement Age;

(iii) elected to commence receipt of his Accrued Benefit in the form of a Qualified Joint and Survivor Annuity at his Earliest Retirement Age; and

(iv) died on the day after his Earliest Retirement Age.

Payments to the Spouse shall commence on the date that would have been the Participant’s Normal Retirement Date unless the Spouse elects, in the time and manner designated by the Plan Administrator, to commence payment as of the first day of the month coinciding with or next following the date the Participant would have attained his Earliest Retirement Age or any month thereafter, subject to Appendix C.

(c) Notwithstanding the foregoing, a Spouse who is entitled to payment of a Qualified Preretirement Survivor Annuity may elect to receive a single sum payment equal to the value of the Participant’s Employee Contribution Account determined as of the date of the Participant’s death. If such a payment is elected, the amount of the Qualified Preretirement Survivor Annuity payable to the Spouse shall be adjusted to reflect such payment.

For purposes of this Section 6.3, “Earliest Retirement Age” means the earliest date under the Plan on which the Participant may begin to receive distribution of his vested Accrued Benefit.

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6.4 Proof of Death: Tax Returns. Upon the death of a Participant, the Plan Administrator may require the personal representative of the Participant’s estate or the Beneficiary to furnish proof of death and such tax release forms as are deemed appropriate by the Plan Administrator prior to making any payment of death benefits.

6.5 Proof of Surviving Spouse or Beneficiary. The Plan Administrator shall withhold and shall not authorize the distribution of death benefits until such time as the Plan Administrator can determine the existence or identity of a Spouse or any other non-spouse Beneficiary. If the Plan Administrator cannot determine to its reasonable satisfaction the identity of the person or persons to whom such death benefits should be distributed within a reasonable time after the date of death of the Participant, then the Plan Administrator shall not authorize the distribution of such death benefits but shall hold such death benefits in trust until the identity of the Spouse or other Beneficiary is finally determined. If necessary, the Plan Administrator shall file a complaint for interpleader and declaratory relief requesting that the court determine the identity of any persons who are entitled to payment of such benefits.

6.6 Payment of Death Benefits Subject to Rules of Article 7. Payments under this Article 6 are subject to the applicable rules of Article 7 of the Plan.

6.7 Death Benefits under USERRA. Effective January 1, 2007, in the case of a Participant who dies while performing “qualified military service” (as defined in Code Section 414(u)(5)), the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan, if any, had the Participant resumed and then terminated employment on account of death.

ARTICLE 7

GENERAL RULES ON DISTRIBUTIONS

7.1 Normal Form of Retirement Benefit. A Participant who retires under the Plan or commences payment pursuant to Section 4.3 or 7.11, if applicable, shall receive his vested Accrued Benefit in the Normal Form of Benefit, unless he has filed a written election, on forms provided by the Plan Administrator, during the Applicable Election Period to receive an optional form of payment pursuant to Plan Section 7.5.

7.2 Notice of Requirements. The Plan Administrator shall furnish to the Participant a written explanation of:

(a) the terms and conditions of the Normal Form of Payment and the Qualified Optional Survivor Annuity;

(b) the Participant’s right to make, and the effect of, an election not to receive the Normal Form of Payment;

(c) the rights of the Participant’s Spouse as described below; and

(d) the right to make and the effect of an election pursuant to this paragraph.

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The written explanation shall be provided to the Participant during the Applicable Election Period. A Participant may elect to waive the requirement that the written explanation be provided at least thirty (30) days prior to commencement of payments, provided that the first payment from the Fund occurs more than seven (7) days from the date the explanation is received by the Participant.

7.3 Waiver Election. The Participant may elect during the Applicable Election Period not to receive the Normal Form of Payment or Qualified Preretirement Survivor Annuity by execution and delivery to the Plan Administrator of a form provided for that purpose by the Plan Administrator. In the event the Participant waives the minimum 30-day requirement for the written explanation, the Applicable Election Period shall not end before the period ending thirty (30) days after the Participant receives the written explanation. Notwithstanding the foregoing, if the Participant receives the written explanation of the Normal Form of Payment and affirmatively elects a form of distribution, the payments from the Fund may commence less than thirty (30) days after the Participant receives the written explanation provided that the Participant may revoke the affirmative distribution election until the later of the time payments from the Fund are to begin or the expiration of the 7-day period which begins on the day after the Participant receives the written explanation.

7.4 Spousal Consent. In the case of a married Participant, no election (other than an election to receive a Qualified Optional Survivor Annuity or a 100% joint and survivor annuity under Section 7.5(c)) shall be effective unless:

(a) the Spouse of the Participant consents in writing to the election and the consent acknowledges the effect of the election (including, if applicable, the identity of any Beneficiary or other designated joint annuitant other than the Participant’s Spouse and the alternate form of payment) and is witnessed by a notary public, or

(b) it is established to the satisfaction of the Plan Administrator that the consent required pursuant to Plan Section 7.4(a) may not be obtained because there is no Spouse, the Spouse cannot be located, the Participant has a court order indicating that he is legally separated or has been abandoned (within the meaning of local law) unless a “qualified domestic relations order” (as defined in Code Section 414(p)) provides otherwise, or of any other circumstances as permitted by regulations promulgated by the Department of the Treasury. If the Spouse is legally incompetent to give consent, consent by the Spouse’s legal guardian shall be deemed to be consent by the Spouse.

Any consent by a Spouse (or establishment that the consent of a Spouse may not be obtained) shall be effective only with respect to that Spouse. If an election is made, the Participant’s vested Accrued Benefit shall be paid in the alternate form of payment chosen by the Participant by written instrument delivered to the Plan Administrator. Any waiver of a Qualified Preretirement Survivor Annuity made prior to the first day of the Plan Year in which the Participant attains age 35 shall become invalid as of the first day of the Plan Year in which the Participant attains age 35 and a Qualified Preretirement Annuity shall be provided, unless a new waiver is obtained. The Participant may revoke any election not to receive payment in the Normal Form of Payment at any time prior to commencement of payments from the Fund, and may make a new election at any time prior to the commencement of payments from the Fund.

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7.5 Alternate Forms of Benefit Payments. Subject to the requirements of Plan Sections 7.3 and 7.4, a Participant may elect to have his vested Accrued Benefit distributed in one of the following ways, each of which shall be the Actuarial Equivalent of the Participant’s vested Accrued Benefit.

(a) Single Life Annuity. An annuity providing for the payment to a Participant of an annuity for the Participant’s lifetime only.

(b) 75% Joint and Survivor Annuity (a.k.a. Qualified Optional Survivor Annuity). An immediate annuity for the life of the Participant, with a survivor annuity for the life of the Participant’s Spouse with payments equal to seventy-five percent (75%) of the amount of the payments made during the Participant’s lifetime.

(c) 100% Joint and Survivor Annuity. An immediate annuity for the life of the Participant, with a survivor annuity for the life of the Participant’s Spouse with payments equal to one hundred percent (100%) of the payments made during the Participant’s lifetime.

(d) 10-Year Certain and Life Annuity. An immediate annuity for the life of the Participant, whereby if the Participant dies before receiving one hundred and twenty (120) monthly payments, such payments shall continue in equal amount to the Participant’s Beneficiary until a total of one hundred twenty (120) payments have been made to the Participant and the Beneficiary.

(e) Lump Sum Payment for Former Del Monte Employees. In the case of a Former Del Monte Employee, the portion of his Accrued Benefit transferred from the Del Monte Corporation Retirement Plan for Salaried Employees (the “Del Monte Plan”) to this Plan as of December 22, 1993 may be paid to the Participant in a single lump sum payment as soon as administratively feasible following the Former Del Monte Participant’s Termination of Employment in an amount equal to the greatest of the following:

(i) The Participant’s “credit balance” under the Del Monte Plan, frozen as of December 31, 1993, increased with interest as if credited monthly, in accordance with Section 4.04(e)(v) of the Ninth Amendment of the Del Monte Plan.

(ii) The present value of the Participant’s “PRA benefit” (the benefit derived from his frozen “credit balance”) shown in Appendix E. The present value under this Paragraph (ii) shall be determined based upon the applicable interest rate in Section 1.2(a) and on the UP-1984 Mortality Table for post-retirement mortality. No mortality shall be assumed for preretirement.

(iii) The present value of the “preserved benefit” as described in Article VIII of the Del Monte Plan. For purposes of determining the present value of a lump sum distribution under this Section, the following conditions shall apply:

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(1) The present value of a Participant’s “preserved benefit” shall be determined based upon the UP-1984 Mortality Table and the applicable interest rate in Section 1.2(a).

(2) If the present value of the “preserved benefit” determined in (1) exceeds $25,000, the present value of the “preserved benefit” shall be based upon the UP-1984 Mortality Table and one hundred twenty percent (120%) of the applicable interest rate in Section 1.2(a), but in no event shall the present value of such “preserved benefit” be less than $25,000.

(3) The value of any early retirement subsidy under a Participant’s “preserved benefit” shall not be included.

(4) This Paragraph (iii) does not apply to a Former Del Monte Participant who experiences a Termination of Employment prior to attaining age 50 and completing five (5) years of Vesting Service.

Notwithstanding the foregoing, no lump sum benefit shall be payable under this Subsection if a Former Del Monte Participant defers receipt of his retirement benefit under the Plan.

(f) Lump Sum Option for Small Payments. With respect to a Participant whose distributable Accrued Benefit in any of the annuity forms of distribution available under this Plan is not more than fifty dollars ($50) per month, a single lump sum distribution which is the Actuarial Equivalent of the Participant’s Accrued Benefit determined in accordance with the following provisions:

(i) For a Participant entitled to a benefit under Plan Section 4.1, 4.2 or 4.3, the lump sum distribution shall be based on the present value of the Participant’s Accrued Benefit payable immediately; and

(ii) For a Participant who experiences a Termination of Employment with a vested deferred benefit under Section 4.5, the lump sum distribution shall be based on the present value of the Participant’s Accrued Benefit as if such benefit is payable when the Participant attains age 65.

7.6 Cancellation of Elections.

(a) An election by the Participant to receive the Qualified Optional Survivor Annuity or one hundred percent (100%) joint and survivor annuity described in Section 7.5(c), as applicable, shall automatically be cancelled if:

(i) the Participant dies prior to the Annuity Starting Date;

(ii) the Participant’s Spouse dies prior to the Annuity Starting Date; or

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(iii) the Participant revokes his election of such form of payment at least sixty (60) days prior to the Annuity Starting Date.

(b) An election by the Participant to receive the ten year certain and life annuity described in Section 7.5(d) shall automatically be cancelled if:

(i) the Participant dies prior to the Annuity Starting Date;

(ii) the Participant revokes his election of such form of payment at least sixty (60) days prior to the Annuity Starting Date;

(iii) the Participant is unmarried at the time of his previous election and marries prior to the Annuity Starting Date; or

(iv) the Participant, prior to the Annuity Starting Date, marries a spouse who is not the Spouse who provided spousal consent pursuant to Plan Section 7.4 with respect to the Participant’s previous election of the ten year certain and life annuity.

7.7 Distributions Where Consent of Participant (and Spouse) Are Required. If the Actuarial Equivalent present value of the Participant’s vested Accrued Benefit is greater than $1,000, no distribution of the Participant’s Accrued Benefit shall be made prior to the Participant’s Normal Retirement Age without the consent of the Participant, and if applicable, his Spouse.

7.8 Cash-Out Provisions. Notwithstanding anything in this Article 7 to the contrary, if the Actuarial Equivalent present value of a Participant’s vested Accrued Benefit is equal to or less than $1,000, or of a death benefit payable to a Beneficiary is equal to or less than $5,000, such benefit shall be immediately distributed in a single lump sum payment as soon as administratively practicable after the Participant or Beneficiary is eligible for a distribution. For purposes of this Section, if the Actuarial Equivalent present value of a Participant’s vested Accrued Benefit is zero, such Participant shall be deemed to have received a distribution of such vested Accrued Benefit. Notwithstanding any provision to the contrary, no cash-out of a Participant’s vested Accrued Benefit will occur after the Annuity Starting Date without the written consent of both the Participant and the Participant’s Spouse.

7.9 Commencement of Benefits. Except as provided in Plan Section 6.5, distribution of the Participant’s vested Accrued Benefit to the Participant shall be made pursuant to this Article; provided, however, that unless the Participant (and, if applicable, his Spouse) elects to the contrary, such distribution must be made or commence no later than sixty (60) days following the close of the Plan Year in which the Participant attains Normal Retirement Age or experiences a Termination of Employment, whichever is later. Notwithstanding anything to the contrary contained herein, distribution to any Participant of his Accrued Benefit shall commence not later than the Required Beginning Date.

7.10 Reemployment and Suspension of Benefits. Subject to Section 7.11:

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(a) If a Participant with a vested Accrued Benefit has a Termination from Employment, elects to receive payment of such benefit prior to attaining Normal Retirement Age, and is subsequently reemployed by a Plan Sponsor or an Affiliate prior to attaining Normal Retirement Age, benefits in pay status to such Participant shall cease during the period of reemployment. Upon the Participant’s subsequent Termination of Employment, the Accrued Benefit of such a Participant shall be determined based on all of the Participant’s years of Benefit Service and shall be reduced by the Actuarial Equivalent (determined using the mortality table and interest rate set forth in Section 1(b)(1)(A) of Appendix A) of benefit payments received by the Participant prior to reemployment.

(b) If a Participant who has commenced to receive payment of his Accrued Benefit is reemployed in ERISA 203(a)(3)(B) service by a Plan Sponsor or an Affiliate on or after Normal Retirement Age, or if a Participant continues in employment with a Plan Sponsor or an Affiliate in ERISA 203(a)(3)(B) service after Normal Retirement Age, payment of the Participant’s Accrued Benefit shall be suspended during the period of reemployment or continued employment, as applicable. Thereafter, the amount of the Accrued Benefit shall be determined and paid under the applicable Section hereof as if the Participant were then first to incur a Termination of Employment, reduced by the Actuarial Equivalent (determined using the mortality table and interest rate set forth in Section 1(b)(1)(A) of Appendix A) value of the portion, if any, of his Accrued Benefit distributed previously, provided that, in the case of a reemployed Participant, the amount of any such redetermined payment (other than a lump sum) shall not be less than the amount of the payment at the time of reemployment expressed in the same form of payment and with respect to the same Spouse or other designated joint annuitant, if relevant, in determining the amount of payment. For this purpose, “ERISA 203(a)(3)(B) service” means each calendar month during which the Participant completes at least 40 Hours of Service with the Plan Sponsor or an Affiliate.

(c) A Participant who has a Termination of Employment before attaining Normal Retirement Age and whose payment of benefits is suspended pursuant to this Section shall, upon his subsequent Termination of Employment, be given a new opportunity to elect a form of payment under this Article 7. A Participant who has a Termination of Employment after attaining Normal Retirement Age and whose payment of benefits is suspended pursuant to this Section shall, upon his subsequent Termination of Employment, receive his benefits in the form elected upon his prior Termination of Employment.

(d) Notwithstanding anything to the contrary contained in this Section, any ancillary benefits (including, without limitation, any social security supplements) that are suspended by operation of this Section shall not be subject to adjustment or increase as provided in this Section, but shall be paid upon the Participant’s Termination of Employment following rehire, if at all, in accordance with the applicable provisions of the Plan in effect on such Termination of Employment.

7.11 In-Service Distributions after Normal Retirement Age. Notwithstanding anything in this Article 7 to the contrary, if an actuarial increase to the Participant’s Accrued Benefit,

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attributable to the Participant’s continuation of employment beyond Normal Retirement Age, is reasonably anticipated by the Plan Administrator to exceed the limitation on benefits in Section 1(a)(2) of Appendix A, then, commencing as of the first day of the calendar month immediately preceding the date such limitation is anticipated to be exceeded, the Plan Administrator shall commence benefit payments to the Participant in any form selected pursuant to Section 7.5; provided, however, if determination that the limitation on benefits in Section 1(a)(2) of Appendix A would be exceeded is not made sufficiently in advance of the Annuity Starting Date, payment to the Participant shall be in the form of a Normal Form of Payment. In that event, at any time after such payments have commenced and prior to his Termination of Employment, the Participant may make a one-time election for any optional form of payment permitted under Section 7.5, with the consent of the Participant’s Spouse, if applicable, determined as of the Annuity Starting Date. The amount of the benefit payments shall be adjusted annually thereafter to reflect any increase in the Participant’s Accrued Benefit resulting from the continuation of the Participant’s employment with the Plan Sponsor.

7.12 Reemployment Without Benefit Commencement. Participants who are reemployed by a Plan Sponsor, who previously experienced a Termination of Employment with vested Accrued Benefits and who have not received any benefits under this Plan shall be entitled to receive the greater of the following:

(a) The sum of:

(i) The benefits from the previous employment period calculated using the benefit formula and years of Benefit Service for the applicable previous employment period; plus

(ii) The benefits from the latest employment period calculated using only years of Benefit Service for the latest employment period; or

(b) An amount based on the provisions of Article 4 for the total years of Benefit Service during all employment periods.

7.13 Limitation on Benefits. No benefits are payable under the Plan on behalf of a Participant who does not have a vested interest in his Accrued Benefit. Furthermore, except as provided in Article 6 of the Plan, no benefits shall be payable under this Plan in the event of the death of a Participant.

7.14 Limitation on Benefit Accrual Upon Reemployment. If a terminated Participant is re-employed by a Plan Sponsor, then, all of the Participant’s Benefit Service before his reemployment shall be considered as Benefit Service after his reemployment for the purpose of determining the Participant’s Accrued Benefit under the Plan derived from Plan Sponsor contributions subsequent to the date he first performs an Hour of Service following his reemployment. If the Participant had received a distribution of all or a portion of his then Accrued Benefit, the Participant’s Normal Retirement Benefit shall be reduced by the Actuarial Equivalent of the amount of the distribution he received.

7.15 Non-Liability. Any payment to a person, or to the legal representative of a person in accordance with the provisions of this Plan, shall to the extent thereof be in full satisfaction of

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all claims under this Plan against the Trustee, the Plan Administrator and the Plan Sponsor, any of whom may require such person, as a condition precedent to such payment, to execute a receipt and release therefor in such form as shall be determined by the Trustee, the Plan Administrator, or the Plan Sponsor, as the case may be. The Plan Sponsor does not guarantee the Trust or any person entitled to a benefit under the Plan against loss of or depreciation in value of any right or benefit that any of them may acquire under the terms of this Plan. All of the benefits payable under this Plan shall be paid or provided solely from the Trust, and the Plan Sponsor does not assume any liability or responsibility for payment of such benefits.

7.16 Restrictions on Top Twenty-Five. Notwithstanding anything to the contrary contained in this Article 7, the annual payments to a Participant who is among the twenty-five (25) active highly compensated employees or former “highly compensated employees” (within the meaning of Code Section 414(q)) who receive during the most recent Plan Year or any prior Plan Year the greatest Compensation (determined without regard to the Annual Compensation Limit) shall not exceed an amount equal to the payments that would be made on behalf of the Participant under a single life annuity that is the Actuarial Equivalent of the sum of the Participant’s Accrued Benefit and “other benefits.” For purposes of this Section, “other benefits” includes loans in excess of the amounts set forth in Code Section 72(p)(2)(A), any periodic income, any withdrawal values payable to a living Participant, and any death benefit which is payable from the Plan not provided for by insurance on the Participant’s life. The restrictions of this Section will not apply, however, if:

(a) after payment to a Participant described in this Section of all “other benefits” described above, the value of the Fund equals or exceeds 110% of the value of the Plan’s current liabilities, as defined in Code Section 412(l)(7) or any successor provision pursuant to Treasury Regulations under Code Section 401(a)(4);

(b) the value of the “other benefits” described above for a Participant described in this Section is less than one percent (1%) of the value of the Plan’s current liabilities, as defined in Code Section 412(l)(7) or any successor provision pursuant to Treasury Regulations under Code Section 401(a)(4);

(c) the value of the benefits payable to or on behalf of a Participant described above does not exceed the amount described in Code Section 411(a)(ii)(A); or

(d) the Participant provides the Plan with adequate security or a bond to guarantee repayment of any amounts necessary for the distribution of assets on Plan termination to satisfy Code Section 401(a)(4) and Treasury Regulation Section 1.401(a)(4)-5(b) in such form and in such manner as required in rulings of the Secretary of the Treasury.

7.17 Direct Rollovers. Notwithstanding any provisions of the Plan to the contrary that would otherwise limit a Distributee’s election under this Article 7, a Distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of a distribution pursuant to this Section which is an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover so long as all Eligible Rollover Distributions to a Distributee for a calendar year total or are expected to total at least

39

$200 and, in the case of a Distributee who elects to directly receive a portion of an Eligible Rollover Distribution and directly roll the balance over to an Eligible Retirement Plan, the Actuarial Equivalent present value of the portion that is to be directly rolled over totals at least $500. If the Eligible Rollover Distribution is one to which Code Sections 401(a)(11) and 417 do not apply, such Eligible Rollover Distribution may commence less than thirty (30) days after the notice required under Treasury Regulations Section 1.411(a)-11(c) is given, provided that:

(a) the Plan Administrator clearly informs the Distributee that the Distributee has a right to a period of at least thirty (30) days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and

(b) the Distributee, after receiving the notice, affirmatively elects a distribution.

7.18 Limitations on Accelerated Benefit Distributions. Notwithstanding any provision of the Plan to the contrary:

(a) If the Plan’s Target Funding Percentage for any Plan Year is less than sixty percent (60%), the Plan shall not make any Prohibited Payment after the valuation date for such Plan Year.

(b) If the Plan’s Target Funding Percentage is at least sixty percent (60%), but less than eighty percent (80%), the Plan may not make any Prohibited Payment after the valuation date for such Plan Year to the extent the amount of such Prohibited Payment exceeds the lesser of:

(i) fifty percent (50%) of the amount of the payment which could be made without regard to this Subsection (b); or

(ii) the present value (determined under guidance prescribed by the Pension Benefit Guaranty Corporation, using the interest and mortality assumptions under Code Section 417(e)) of the maximum guarantee with respect to the participant under ERISA Section 4022;

provided, however, that only one payment under this Subsection (b) may be made to a Participant and his Beneficiary and his “alternate payee” (as defined in Code Section 414(p)) under a “qualified domestic relations order” (as defined in Code Section 414(p)) with respect to such Participant’s Accrued Benefit for any period of consecutive Plan Years to which the limitation of this Subsection (b) applies. The allocation of the payment among the Participant, his Beneficiary, and his alternate payee shall be in the same manner as the allocation of the Accrued Benefit unless the qualified domestic relations order provides otherwise.

(c) If the Plan Sponsor is a debtor in a case under Title 11 of the United States Code or similar Federal or state law, the Plan may not pay any Prohibited Payment until either (i) the Plan Sponsor ceases to be a debtor in any such case or (ii) the Actuary

40

certifies that the Target Funding Percentage of the Plan is not less than one hundred percent (100%).

(d) For purposes of this Section, a “Prohibited Payment” means:

(i) Any payment in excess of the monthly amount paid under a single life annuity (plus any social security supplements described in the last sentence of Code Section 411(a)(9)), to any Participant or Beneficiary whose Annuity Starting Date occurs during any period that a limitation under this Section is in effect;

(ii) Any payment for the purchase of an irrevocable commitment from an insurer to pay benefits; or

(iii) Any other payment specified in regulations issued by the Secretary of the Treasury under Code Section 436(d)(5)(C).

7.19 Limitation on Unpredictable Contingent Event Benefits. Notwithstanding anything in the Plan to the contrary:

(a) If a Participant is entitled to an Unpredictable Contingent Event Benefit that is payable in a Plan Year, such benefit will not be provided to the Participant if the Target Funding Percentage for such Plan Year either

(i) is less than sixty percent (60%); or

(ii) would be less than sixty percent (60%) taking into account the payment of such benefit.

(b) Notwithstanding the foregoing, Subsection (a) of this Section will not apply for any Plan Year (effective as of the first day of such Plan Year), upon payment by a Plan Sponsor of a contribution (in addition to any minimum required contribution for the Plan Year) equal to:

(i) In the case of Paragraph (a)(i) of this Section, the amount of the increase in the funding target of the Plan (pursuant to Code Section 430) for the Plan Year attributable to the Unpredictable Contingent Event Benefit; or

(ii) In the case of Paragraph (a)(ii) of this Section, the amount sufficient to result in a funding target attainment percentage (as defined in Code Section 430(d)(2)) of at least sixty percent (60%).

(c) For purposes of this Section, “Unpredictable Contingent Event Benefit” is any benefit payable solely by reason of:

(i) a plant shutdown or similar event, as determined by the Secretary of the Treasury; or

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(ii) any event other than the attainment of any age, performance of any service, receipt or derivation of any compensation, or occurrence of death or disability.

ARTICLE 8

ADMINISTRATION OF THE PLAN

8.1 Trust Agreement. The Primary Sponsor shall enter into a Trust agreement to establish a Trust with the Trustee designated by the Board of Directors for the management of the Fund, which Trust agreement shall form a part of the Plan and is incorporated herein by reference.

8.2 Operation of the Plan Administrator. The Primary Sponsor shall appoint a Plan Administrator. If an organization is appointed to serve as the Plan Administrator, then the Plan Administrator may designate in writing one or more persons who may act on behalf of the Plan Administrator. If more than one person is so designated with respect to the same administrative function, a majority of such persons shall constitute a quorum for the transaction of business and shall have the full power to act on behalf of the Plan Administrator. The Primary Sponsor shall have the right to remove the Plan Administrator at any time by notice in writing. The Plan Administrator may resign at any time by written notice of resignation to the Trustee and the Primary Sponsor. Upon removal or resignation of the Plan Administrator, or in the event of the dissolution of the Plan Administrator, the Primary Sponsor shall appoint a successor.

8.3 Fiduciary Responsibility.

(a) The Plan Administrator, as a Named Fiduciary, may allocate its fiduciary responsibilities among Fiduciaries other than the Trustee, designated in writing by the Plan Administrator and may designate in writing persons other than the Trustee to carry out its fiduciary responsibilities under the Plan. The Plan Administrator may remove any person designated to carry out its fiduciary responsibilities under the Plan by notice in writing to such person.

(b) The Plan Administrator and each other Fiduciary may employ persons to perform services and to render advice with regard to any of the Fiduciary’s responsibilities under the Plan. Charges for all such services performed and advice rendered may be paid from the Fund to the extent permitted by ERISA.

(c) Each Plan Sponsor shall indemnify and hold harmless each person constituting the Plan Administrator or the Investment Committee, except those individuals who are not a Plan Sponsor or an employee of a Plan Sponsor, if any, from and against any and all claims, losses, costs, expenses (including, without limitation, attorney’s fees and court costs), damages, actions or causes of action arising from, on account of or in connection with the performance by such person of his duties in such capacity, other than such of the foregoing arising from, on account of or in connection with the willful neglect or willful misconduct of such person.

8.4 Duties of the Plan Administrator.

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(a) The Plan Administrator shall advise the Trustee with respect to all payments under the terms of the Plan and shall direct the Trustee in writing to make such payments from the Fund; provided, however, in no event shall the Trustee make such payments if the Trustee has actual knowledge that such payments are contrary to the terms of the Plan and the Trust.

(b) The Plan Administrator shall from time to time establish rules, not contrary to the provisions of the Plan and the Trust, for the administration of the Plan and the transaction of its business. All elections and designations under the Plan by a Participant or Beneficiary shall be made on forms prescribed by the Plan Administrator. The Plan Administrator shall have discretionary authority to construe the terms of the Plan and shall determine all questions arising in the administration, interpretation and application of the Plan, including, but not limited to, those concerning eligibility for benefits and it shall not act so as to discriminate in favor of any person. All determinations of the Plan Administrator shall be conclusive and binding on all parties, including, without limitation, Employees, Eligible Employees, Participants, Beneficiaries and Fiduciaries, subject to the provisions of the Plan and the Trust and subject to applicable law.

(c) The Plan Administrator shall furnish Participants and Beneficiaries with all disclosures now or hereafter required by ERISA or the Code. The Plan Administrator shall file, as required, the various reports and disclosures concerning the Plan and its operations as required by ERISA and by the Code, and shall be solely responsible for establishing and maintaining all records of the Plan and the Trust.

(d) The statement of specific duties for a Plan Administrator in this Section is not in derogation of any other duties which a Plan Administrator has under the provisions of the Plan or the Trust or under applicable law.

8.5 Investment Manager. The Primary Sponsor may, by action in writing provided to the Trustee, appoint an Investment Manager. Any Investment Manager may be removed in the same manner in which appointed, and in the event of any removal, the Investment Manager shall, as soon as possible, but in no event more than thirty (30) days after notice of removal, turn over all assets managed by it to the Trustee or to any successor Investment Manager appointed, and shall make a full accounting to the Primary Sponsor with respect to all assets managed by it since its appointment as an Investment Manager.

8.6 Investment Committee. The Primary Sponsor may, by action in writing certified by notice to the Trustee, appoint an Investment Committee. The Primary Sponsor shall have the right to remove any person on the Investment Committee at any time by notice in writing to such person. A person on the Investment Committee may resign at any time by written notice of resignation to the Primary Sponsor. Upon such removal or resignation, or in the event of the death of a person on the Investment Committee, the Primary Sponsor may appoint a successor. Until a successor has been appointed, the remaining persons on the Investment Committee may continue to act as the Investment Committee.

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8.7 Action by a Plan Sponsor. Any action to be taken by a Plan Sponsor shall be taken by persons duly authorized by the Plan Sponsor, except, subject to Plan Sections 13.1 and 13.2, amendments to, termination of, or termination of a Plan Sponsor participation in, the Plan or the Trust, or the determination of the basis of any Plan Sponsor contributions, may be made only to the extent authorized by written resolution or written direction of the board of directors or appropriate governing body. Nothing herein shall be construed to prohibit the board of directors or appropriate governing body from delegating to any officer or other appropriate person of a Plan Sponsor the authority to take any such actions as may be specified in such resolution or written direction.

8.8 Corrective Action. Notwithstanding any provision of the Plan to the contrary, the Plan Sponsor may make corrective contributions, allocations, or distributions or take any other corrective action required to comply with, or otherwise permitted by, any program provided pursuant to applicable law, including without limitation the Employee Plans Compliance Resolution System or any successor guidance.

ARTICLE 9

CLAIMS REVIEW PROCEDURE

9.1 Notice of Denial. If a Participant (or other person entitled to file a claim for benefits under ERISA) (a “claimant”) is denied a claim for benefits under the Plan, the Plan Administrator shall provide to the claimant written notice of the denial within ninety (90) days (forty-five (45) days with respect to a denial of any claim for benefits due to the Participant’s Disability) after the Plan Administrator receives the claim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day or 45-day period, as applicable. In no event shall the extension exceed a period of ninety (90) days (thirty (30) days with respect to a claim for benefits due to the Participant’s Disability) from the end of such initial period. With respect to a claim for benefits due to the Participant’s Disability, an additional extension of up to thirty (30) days beyond the initial 30-day extension period may be required for processing the claim. In such event, written notice of the extension shall be furnished to the claimant within the initial 30-day extension period. Any extension notice shall indicate the special circumstances requiring the extension of time, the date by which the Plan Administrator expects to render the final decision, the standards on which entitlement to benefits are based, the unresolved issues that prevent a decision on the claim and the additional information needed to resolve those issues.

9.2 Contents of Notice of Denial. If a claimant is denied a claim for benefits under the Plan, the Plan Administrator shall provide to such claimant written notice of the denial which shall set forth:

(a) the specific reasons for the denial;

(b) specific references to the pertinent provisions of the Plan on which the denial is based;

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(c) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary;

(d) an explanation of the Plan’s claim review procedures, and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review;

(e) in the case of a claim for benefits due to a Participant’s Disability, if an internal rule, guideline, protocol or other similar criterion is relied upon in making the adverse determination, either the specific rule, guideline, protocol or other similar criterion; or a statement that such rule, guideline, protocol or other similar criterion was relied upon in making the decision and that a copy of such rule, guideline, protocol or other similar criterion will be provided free of charge upon request; and

(f) in the case of a claim for benefits due to a Participant’s Disability, if a denial of the claim is based on a medical necessity or experimental treatment or similar exclusion or limit, an explanation of the scientific or clinical judgment for the denial, an explanation applying the terms of the Plan to the claimant’s medical circumstances or a statement that such explanation will be provided free of charge upon request.

9.3 Right to Review. After receiving written notice of the denial of a claim or that a domestic relations order is a qualified domestic relations order, a claimant or his representative shall be entitled to:

(a) request a full and fair review of the denial of the claim or determination that a domestic relations order is a qualified domestic relations order by written application to the Plan Administrator (or Appeals Fiduciary in the case of a claim for benefits payable due to a Participant’s Disability);

(b) request, free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim;

(c) submit written comments, documents, records, and other information relating to the denied claim to the Plan Administrator or Appeals Fiduciary, as applicable; and

(d) a review that takes into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

9.4 Application for Review.

(a) If a claimant wishes a review of the decision denying his claim to benefits under the Plan, other than a claim described in Subsection (b) of this Section, or if a claimant wishes to appeal a decision that a domestic relations order is a qualified domestic relations order, he must submit the written application to the Plan Administrator

45

within sixty (60) days after receiving written notice of the denial or notice that the domestic relations order is a qualified domestic relations order.

(b) If the claimant wishes a review of the decision denying his claim to benefits under the Plan due to a Participant’s Disability, he must submit the written application to the Appeals Fiduciary within one hundred eighty (180) days after receiving written notice of the denial. With respect to any such claim, in deciding an appeal of any denial based in whole or in part on a medical judgment (including determinations with regard to whether a particular treatment, drug, or other item is experimental, investigational, or not medically necessary or appropriate), the Appeals Fiduciary shall

(i) consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment; and

(ii) identify the medical and vocational experts whose advice was obtained on behalf of the Plan in connection with the denial without regard to whether the advice was relied upon in making the determination to deny the claim.

Notwithstanding the foregoing, the health care professional consulted pursuant to this Subsection (b) shall be an individual who was not consulted with respect to the initial denial of the claim that is the subject of the appeal or a subordinate of such individual.

9.5 Hearing. Upon receiving a written application for review, the Plan Administrator or Appeals Fiduciary, as applicable, may schedule a hearing for purposes of reviewing the claimant’s claim, which hearing shall take place not more than thirty (30) days from the date on which the Plan Administrator or Appeals Fiduciary received such written application for review.

9.6 Notice of Hearing. At least ten (10) days prior to the scheduled hearing, the claimant and his representative designated in writing by him, if any, shall receive written notice of the date, time, and place of such scheduled hearing. The claimant or his representative, if any, may request that the hearing be rescheduled, for his convenience, on another reasonable date or at another reasonable time or place.

9.7 Counsel. All claimants requesting a review of the decision denying their claim for benefits may employ counsel for purposes of the hearing.

9.8 Decision on Review. No later than sixty (60) days (forty-five (45) days with respect to a claim for benefits due to the Participant’s Disability) following the receipt of the written application for review, the Plan Administrator or the Appeals Fiduciary, as applicable, shall submit its decision on the review in writing to the claimant involved and to his representative, if any, unless the Plan Administrator or Appeals Fiduciary determines that special circumstances (such as the need to hold a hearing) require an extension of time, to a day no later than one hundred twenty (120) days (ninety (90) days with respect to a claim for benefits due to the Participant’s Disability) after the date of receipt of the written application for review. If the Plan Administrator or Appeals Fiduciary determines that the extension of time is required, the Plan Administrator or Appeals Fiduciary shall furnish to the claimant written notice of the

46

extension before the expiration of the initial sixty (60) day (forty-five (45) days with respect to a claim for benefits due to the Participant’s Disability) period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator or Appeals Fiduciary expects to render its decision on review. In the case of a decision adverse to the claimant, the Plan Administrator or Appeals Fiduciary shall provide to the claimant written notice of the denial which shall include:

(a) the specific reasons for the decision;

(b) specific references to the pertinent provisions of the Plan on which the decision is based;

(c) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits;

(d) a statement describing any available voluntary appeal procedures (if any) and of the claimant’s right to obtain information about such procedures as required by ERISA and a statement of the claimant’s right to bring an action under Section 502(a) of ERISA following the denial of the claim upon review;

(e) in the case of a claim for benefits due to the Participant’s Disability, if an internal rule, guideline, protocol or other similar criterion is relied upon in making the adverse determination, either the specific rule, guideline, protocol or other similar criterion; or a statement that such rule, guideline, protocol or other similar criterion was relied upon in making the decision and that a copy of such rule, guideline, protocol or other similar criterion will be provided free of charge upon request;

(f) in the case of a claim for benefits due to a Participant’s Disability, if a denial of the claim is based on a medical necessity or experimental treatment or similar exclusion or limit, an explanation of the scientific or clinical judgment for the denial, an explanation applying the terms of the Plan to the claimant’s medical circumstances or a statement that such explanation will be provided free of charge upon request; and

(g) in the case of a claim for benefits due to a Participant’s Disability, a statement regarding the availability of other voluntary alternative dispute resolution options.

ARTICLE 10

MISCELLANEOUS

10.1 Anti-Alienation. No benefit which shall be payable under the Plan to any person shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void; and no such benefit shall in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any person, nor shall it be subject to attachment or legal process for, or against, such person, and the same shall not be recognized under the Plan, except to such extent as may be required by law. Notwithstanding the

47

above, this Section shall not apply to a distribution made pursuant to a “qualified domestic relations order” (as defined in Code Section 414(p)), and benefits may be paid pursuant to the provisions of such an order provided that such distribution is not made prior to the earliest date under the Plan on which the Participant may begin to receive distribution of his vested Accrued Benefit. The Plan Administrator shall develop procedures (in accordance with applicable federal regulations) to determine whether a domestic relations order is qualified, and, if so, the method and the procedures for complying therewith.

10.2 Exceptions to Anti-Alienation. Notwithstanding any other provision of the Plan, the benefit of a Participant shall be subject to legal process and may be assigned, alienated or attached pursuant to a court judgment or settlement provided:

(a) such Participant is ordered or required to pay the Plan in accordance with the following:

(1) a judgment or conviction for a crime involving the Plan;

(2) a civil judgment entered by a court in an action brought in connection with a violation of part 4 of subtitle B of Title I of ERISA; or

(3) a settlement agreement between such Participant and the Secretary of Labor, in connection with a violation (or alleged violation) of part 4 of subtitle B of Title I of ERISA by a fiduciary or any other person; and

(b) the judgment, order, decree, or settlement agreement shall expressly provide for the offset of all or part of the amount ordered or required to be paid to the Plan against such Participant’s benefits under the Plan.

10.3 Minors and Incompetents. Whenever any benefit which shall be payable under the Plan is to be paid to or for the benefit of any person who is then a minor or determined to be incompetent by qualified medical advice, the Plan Administrator need not require the appointment of a guardian or custodian, but shall be authorized to cause the same to be paid over to the person having custody of such minor or incompetent, or to cause the same to be paid to such minor or incompetent without the intervention of a guardian or custodian, or to cause the same to be paid to a legal guardian or custodian of such minor or incompetent if one has been appointed or to cause the same to be used for the benefit of such minor or incompetent.

10.4 Missing Participants. If the Plan Administrator cannot ascertain the whereabouts of any Participant to whom a payment is due under the Plan, the Plan Administrator may direct that the payment and all remaining payments otherwise due to the Participant be cancelled on the records of the Plan and the amount thereof applied as a forfeiture in accordance with Plan provisions except that, in the event the Participant later notifies the Plan Administrator of his whereabouts and requests the payments due to him under the Plan, the forfeited amount shall be restored either from Trust income or by a special contribution by the Plan Sponsor to the Plan, as determined by the Plan Administrator, in an amount equal to the payment to be paid to the Participant.

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ARTICLE 11

PROHIBITION AGAINST DIVERSION

At no time shall any part of the Fund be used for or diverted to purposes other than the exclusive benefit of the Participants or their Beneficiaries, subject, however, to the payment of all taxes and administrative expenses and subject to the provisions of the Plan with respect to returns of contributions. Expenses incurred in the administration of the Plan shall be paid from the Trust, to the extent permitted by ERISA, unless such expenses are paid by the Plan Sponsor; provided, further, that the Plan Sponsor may be reimbursed by the Fund, to the extent permitted by ERISA, for Plan expenses originally paid by the Plan Sponsor.

ARTICLE 12

LIMITATION OF RIGHTS

Participation in the Plan shall not give any Employee any right or claim except to the extent that such right is specifically fixed under the terms of the Plan. The adoption of the Plan and the Trust by any Plan Sponsor shall not be construed to give any Employee a right to be continued in the employ of a Plan Sponsor or as interfering with the right of a Plan Sponsor to terminate the employment of any Employee at any time.

ARTICLE 13

AMENDMENT TO OR TERMINATION OF THE PLAN AND THE TRUST

13.1 Right of Primary Sponsor to Amend or Terminate.

(a) The Primary Sponsor reserves the right at any time to modify or amend or terminate the Plan or the Trust in whole or in part; provided, however, that:

(i) the Primary Sponsor shall have no power to modify or amend the Plan in such manner as would cause or permit any portion of the funds held under the Plan to be used for, or diverted to, purposes other than for the exclusive benefit of Participants or their Beneficiaries, or as would cause or permit any portion of a fund held under the Plan to become the property of a Plan Sponsor;

(ii) the duties or liabilities of the Trustee shall not be increased without its written consent; and

(iii) no amendment to the Plan that has the effect of increasing liabilities of the Plan by reason of increases in benefits, establishment of new benefits, changing the rate of benefit accrual, or changing the rate at which benefits become vested and nonforfeitable may take effect in any Plan Year if the Target Funding Percentage for the Plan Year is either:

(A) less than eighty percent (80%); or

(B) eighty percent (80%) or more, but would be less than eighty percent (80%) if the benefits attributable to the amendment were taken into account in determining the Target Funding Percentage;

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provided, however, that the restriction in this Paragraph (iii) shall not apply (x) as of the later of the first day of the Plan Year or the effective date of the amendment upon payment by the Plan Sponsor of a contribution to the Trust (in addition to any minimum required contribution under Code Section 430) equal to, in the case of Subparagraph (A), the amount of the increase in the funding target of the Plan (under Code Section 430) for the Plan Year attributable to the amendment, or in the case of Subparagraph (B), the amount sufficient to result in a Target Funding Percentage of eighty percent (80%) or greater; or (y) to an amendment that increases benefits under a formula that is not based on a Participant’s compensation, but only if the rate of increase in benefits does not exceed the contemporaneous rate of increase in average wages of Participants covered by the amendment.

(b) No Plan Sponsor other than the Primary Sponsor shall have the right to so modify, amend or terminate the Plan or the Trust.

13.2 Right of Plan Sponsor to Terminate Participation. Each Plan Sponsor other than the Primary Sponsor shall have the right to terminate its participation in the Plan and Trust by resolution of its board of directors or other appropriate governing body and notice in writing to the Primary Sponsor and the Trustee unless such termination would result in the disqualification of the Plan or the Trust or would adversely affect the exempt status of the Plan or the Trust as to any other Plan Sponsor. If contributions by or on behalf of a Plan Sponsor are completely terminated, the Plan and Trust shall be deemed terminated as to such Plan Sponsor. Any termination by a Plan Sponsor shall not be a termination as to any other Plan Sponsor.

13.3 Plan Termination.

(a) If the Plan is terminated by the Primary Sponsor, it shall terminate as to all Plan Sponsors and the Fund shall be used, subject to the payment of expenses and taxes, for the purpose of paying benefits to Participants and Beneficiaries and the Accrued Benefit of each affected Participant shall be fully vested and nonforfeitable to the extent then funded, notwithstanding the provisions of Plan Section 5.1.

(b) In the event of the partial termination of the Plan, each affected Participant’s Accrued Benefit shall be fully vested and nonforfeitable to the extent then funded, notwithstanding the provisions of Plan Section 5.1.

(c) If any amounts remain after satisfaction of all benefits in (a), such amounts will be allocated to the Plan Sponsors; provided, however, that, as a condition to such repayment, the Plan Sponsors shall, in writing, indemnify, defend and hold the Trustee harmless from all claims, demands or liabilities arising in connection with such payment. Notwithstanding the foregoing, the Plan Sponsor may elect to re-allocate the excess assets to those Employees who are Participants under the Plan as of the date of termination of the Plan, such allocation to be made in a non-discriminatory manner. Said election shall be in writing and shall be made prior to receipt of a determination by the Internal Revenue Service of the Plan’s qualified status resulting from the termination.

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13.4 Payments Upon Plan Termination. In the event of the termination of the Plan or the Trust with respect to a Plan Sponsor, the Accrued Benefits of the Participants with respect to the Plan as adopted by such Plan Sponsor shall be distributed either pursuant to the applicable distribution rules of Articles 6 and 7 or in the form of annuity contracts preserving the optional forms of benefit, pursuant to the instructions of the Plan Administrator; provided that the Trustee shall not be required to make any distribution until it receives a copy of an Internal Revenue Service determination letter to the effect that the termination does not affect the qualified status of the Plan or the exempt status of the Trust or, in the event that such letter is applied for and is not issued, until the Trustee is reasonably satisfied that adequate provision has been made for the payment of all taxes which may be due and owing by the Trust.

13.5 Plan Merger. In the case of any merger or consolidation of the Plan with, or any transfer of the assets or liabilities of the Plan to any other plan qualified under Code Section 401, the terms of the merger, consolidation or transfer shall be such that each Participant would receive (in the event of termination of the Plan or its successor immediately thereafter) a benefit which is no less than the benefit which the Participant would have received in the event of termination of the Plan immediately before the merger, consolidation or transfer.

13.6 Accrued Benefit Not to be Decreased by Amendment.

(a) No amendment to the Plan shall decrease a Participant’s Accrued Benefit to the extent accrued as of the date of the amendment, other than an amendment described in Code Section 412(d)(2) or ERISA Section 4281.

(b) Notwithstanding any other provision of the Plan, a Plan amendment—

(i) which eliminates or reduces an early retirement benefit, if any, or which eliminates or reduces a retirement-type subsidy (as defined in regulations issued by the Department of the Treasury), if any, or

(ii) which eliminates an optional form of benefit,

shall not be effective with respect to benefits attributable to service before the amendment is adopted, except as permitted in the Code or Treasury Regulations. In the case of a retirement-type subsidy described in Paragraph (i), this Section shall be applicable only to a Participant who satisfies, either before or after the amendment, the preamendment conditions for the subsidy.

ARTICLE 14

ADOPTION OF PLAN BY AFFILIATES

Any corporation or other business entity related to the Primary Sponsor by function or operation and any Affiliate, if the corporation, business entity or Affiliate is authorized to do so by written direction adopted by the Board of Directors, may adopt the Plan and the related Trust by action of the board of directors or other appropriate governing body of such corporation, business entity or Affiliate. Any adoption shall be evidenced by certified copies of the resolutions of the foregoing board of directors or governing body indicating the adoption and by the execution of the Trust by the adopting corporation, business entity, or Affiliate. The

51

resolution shall state and define the effective date of the adoption of the Plan by the Plan Sponsor and, for the purpose of Code Section 415, the “limitation year” as to such Plan Sponsor. Notwithstanding the foregoing, however, if the Plan and Trust as adopted by an Affiliate or other corporation or business entity under the foregoing provisions shall fail to receive the initial approval of the Internal Revenue Service as a qualified Plan and Trust under Code Sections 401(a) and 501(a), any contributions by the Affiliate or other corporation or business entity after payment of all expenses will be returned to such Plan Sponsor free of any trust and the Plan and Trust shall terminate as to the adopting Affiliate or other corporation or business entity.

ARTICLE 15

QUALIFICATION AND RETURN OF CONTRIBUTIONS

15.1 If the Plan and the related Trust fail to receive the initial approval of the Internal Revenue Service as a qualified plan, within one (1) year after the date of denial of qualification, the contribution by a Plan Sponsor after payment of all expenses will be returned to the Plan Sponsor and the Plan and Trust shall thereupon terminate.

15.2 All Plan Sponsor contributions to the Plan are contingent upon deductibility. To the extent permitted by the Code and other applicable laws and regulations thereunder, upon a Plan Sponsor’s request, a contribution which was made by reason of a mistake-in-fact or conditioned upon initial qualification or the deductibility of the contribution under Code Section 404 shall be returned to a Plan Sponsor within one (1) year after the payment of the contribution, the denial of the qualification, or the disallowance of the deduction (to the extent disallowed), whichever is applicable. The amount to be returned to the Plan Sponsor shall be the excess of the contribution above the amount that would have been contributed had the mistake of fact or the mistake in determining the deduction not occurred, less any net loss attributable to such excess. Any net income attributable to such excess shall not be returned to the Plan Sponsor. In the event of a contribution which was conditioned upon the initial qualification of the Plan, the amount to be returned to the Plan Sponsor shall be all of the assets of the Fund.

ARTICLE 16

INCORPORATION OF SPECIAL LIMITATIONS

Appendices A, B, C, D, E, and F to the Plan, attached hereto, are incorporated by reference and the provisions of the same shall apply notwithstanding anything to the contrary contained herein.

IN WITNESS WHEREOF, the Primary Sponsor has adopted this Plan as the day and year first written above.

SILGAN CONTAINERS MANUFACTURING CORPORATION
By:	/s/ Anthony E. Cost
Title:	Vice President of Human Resources

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APPENDIX A

LIMITATION ON BENEFITS

SECTION 1

(a) Notwithstanding any other provision of the Plan, in no event shall the annual pension benefit of a Participant attributable to Plan Sponsor contributions and payable as a straight life annuity at Normal Retirement Age exceed the lesser of (1) the dollar limit in effect under Code Section 415(b)(1)(A) ($195,000 for 2009), subject to adjustment in accordance with regulations issued by the Secretary of Treasury or other applicable provision of law, provided that any adjustment shall be effective as of January 1 of each calendar year and shall be applicable with respect to the limitation year ending with or within each calendar year, or (2) 100% of the Participant’s average Section 415 Compensation for the three consecutive calendar years during which his aggregate Section 415 Compensation from a Plan Sponsor was the highest (the “High Consecutive Three Years”). For purposes of determining a Participant’s High Consecutive Three Years, any “break in service,” within the meaning of Treas. Reg. Section 1.415(b)-1(a)(5)(iii), will be disregarded.

(b) For purposes of determining the annual pension benefit due to Plan Sponsor contributions, a Participant will be treated as having elected a straight life annuity for his own life commencing on the same date as the form of benefit chosen by the Participant, which annuity is the actuarial equivalent of the form of benefit chosen by the Participant.

(1) For purposes of this Subsection, the actuarial equivalent of the Participant’s chosen form of benefit will be determined by whichever of the following factors results in the largest equivalent straight life annuity:

(A) for benefits to which Code Section 417(e)(3) does not apply, the actuarially equivalent straight life annuity benefit is the greater of:

(i) the annual amount of the straight life annuity (if any) payable to the Participant under the Plan commencing at the same Annuity Starting Date as the form of benefit payable to the Participant; or

(ii) the annual amount of the straight life annuity commencing at the same Annuity Starting Date that has the same actuarial present value as the form of benefit payable to the Participant, computed using a five percent (5%) interest assumption and the applicable mortality table described in Treas. Reg. Section 1.417(e)-1(d)(2) for that Annuity Starting Date.

APPENDIX A-1

(B) for benefits to which Code Section 417(e)(3) applies, the actuarial equivalent straight life annuity is the annual amount of the straight life annuity commencing at the Annuity Starting Date that has the same actuarial present value as the particular form of benefit payable computed using whichever of the following factors yields the greatest benefit:

(i) the interest rate and mortality table, or tabular factor, specified in the Plan;

(ii) a five and a half percent (5.5%) interest rate assumption and the applicable mortality table for the distribution under Treas. Reg. Section 1.417(e)-1(d)(2); or

(iii) the applicable interest rate for the distribution under Treas. Reg. Section 1.417(e)-1(d)(3) and the applicable mortality table for the distribution under Treas. Reg. Section 1.417(e)-1(d)(2), with the amount so computed divided by 1.05.

Notwithstanding the foregoing, for distributions to which Code Section 417(e)(3) applies which have Annuity Starting Dates in the 2004 or 2005 Plan Years, except as provided in Section 101(d)(3) of the Pension Funding Equity Act of 2004 (108 P.L. 218), the actuarial equivalent straight life annuity is the annual amount of the straight life annuity commencing at the Annuity Starting Date that has the same actuarial present value as the particular form of benefit payable, computed using the interest rate and mortality table (or tabular factor) specified in the Plan or a five and a half percent (5.5%) interest rate assumption and the applicable mortality table for the distribution under Treas. Reg. Section 1.417(e)-1(d)(2), whichever yields the greater benefit.

(2) For purposes of the adjustments under Paragraph (1) of this Subsection above, the following benefits are not taken into account:

(A) Survivor benefits payable to a surviving spouse under a qualified joint and survivor annuity (as defined in Code Section 417(b)), whether or not such qualified joint and survivor annuity is paid in conjunction with some other form of benefit (such as a single-sum distribution), to the extent that such benefits would not be payable if the participant’s benefit were not paid in the form of a qualified joint and survivor annuity.

(B) Ancillary benefits (other than a social security supplement described in Code Section 411(a)(9) and Treas. Reg. Section 1.411(a)-7(c)(4)) that are not directly related to retirement benefits, such as preretirement disability benefits not in excess of the qualified disability

APPENDIX A-2

benefit, preretirement incidental death benefits (including a qualified preretirement survivor annuity), and post-retirement medical benefits.

(3) Notwithstanding the preceding provisions of this Section 1, no adjustment is required to a benefit that is paid in a form that is not a straight life annuity to take into account the inclusion in that form of an automatic benefit increase feature if the benefit is paid in a form to which Code Section 417(e)(3) does not apply and the form of benefit, without regard to the automatic benefit increase feature, satisfies the requirements of Code Section 415(b) and this Appendix. If the form of benefit without regard to the automatic benefit increase feature is not a straight life annuity, then the limitations in Sections 1(a)(1) and (2) are applied by reducing the limitation applicable at the Annuity Starting Date to an actuarially equivalent amount (determined using the assumptions specified in paragraph (1)(A)(ii) of this section) that takes into account the death benefits under the form of benefit (other than the survivor portion of a qualified joint and survivor annuity). For purposes of this paragraph (3), an ‘automatic benefit increase feature’ is included in a form of benefit if that form provides for automatic, periodic increases to the benefits paid in that form, such as a form of benefit that automatically increases the benefit paid under that form annually according to a specified percentage or objective index, or a form of benefit that automatically increases the benefit paid in that form to share favorable investment returns on Plan assets.

SECTION 2

If annual pension benefits to a Participant commence before the Participant attains age 62, the limitation under Section 1(a)(1) of this Appendix shall be age-adjusted as provided in this Section 2. The age-adjusted limit is determined as the actuarial equivalent of the annual amount of a straight life annuity commencing on the Annuity Starting Date that has the same actuarial present value as a deferred straight life annuity commencing at age 62, where annual payments under the straight life annuity commencing at age 62 are equal to the adjusted Section 1(a)(1) limitation and where the actuarial equivalent straight life annuity is computed assuming a five percent (5%) interest rate and the applicable mortality table that is effective for that Annuity Starting Date under Treas. Reg. Section 1.417(e)-1(d)(2) (expressing the Participant’s age based on completed calendar months as of the Annuity Starting Date). However, if the Plan has an immediately commencing straight life annuity payable at both age 62 and the age of benefit commencement, the age-adjusted limitation shall be the lesser of the age-adjusted limitation described in the immediately preceding sentence or the adjusted Section 1(a)(1) limitation multiplied by the ratio of the annual amount of the immediately commencing straight life annuity under the Plan to the annual amount of the straight life annuity under the Plan commencing at age 62, with both annual amounts determined using the Plan factors for determining the Accrued Benefit of the Participant and without applying the limitation rules under this Appendix. No adjustment for mortality shall be taken into account in performing the first calculation required by this Section 2 to the extent permitted by Treas. Reg. Section 1.415(b)-1(d)(2). Notwithstanding any of the foregoing provisions of this Section 2 to the contrary, the age adjusted dollar limit may not decrease on account of an increase in age or the performance of additional service by the Participant.

APPENDIX A-3

SECTION 3

If annual pension benefits to a Participant commence after the Participant attains age 65, the limitation under Section 1(a)(1) of this Appendix shall be age-adjusted as provided in this Section 3. The age-adjusted limitation is determined as the actuarial equivalent of the annual amount of a straight life annuity commencing on the Annuity Starting Date that has the same actuarial present value as a straight life annuity commencing at age 65, where annual payments under the straight life annuity commencing at age 65 are equal to the adjusted Section 1(a)(1) limitation and where the actuarial equivalent straight life annuity is computed using a five percent (5%) interest rate and the applicable mortality table under Treas. Reg. Section 1.417(e)-1(d)(2) that is effective for that Annuity Starting Date (expressing the Participant’s age based on completed calendar months as of the Annuity Starting Date). However, if the Plan has an immediately commencing straight life annuity payable as of the Annuity Starting Date and an immediately commencing straight life annuity payable at age 65, the age-adjusted limitation shall be the lesser of the age-adjusted limitation described in the immediately preceding sentence or the adjusted Section 1(a)(1) limitation multiplied by the adjustment ratio, which is equal to the ratio of the “adjusted immediately commencing straight life annuity” described in Treas. Reg. Section 1.415(b)-1(e)(2)(iii) to the “adjusted age 65 straight life annuity” described in Treas. Reg. Section 1.415(b)-1(e)(2)(iii). No adjustment for mortality shall be taken into account in performing the first calculation required by this Section 3 to the extent permitted by Treas. Reg. Section 1.415(b)-1(d)(2).

SECTION 4

In the case of a Participant who has less than ten (10) years of participation in the Plan, as determined under Treas. Reg. Section 1.415(b)-1(g), the limitation under Section 1(a)(1) of this Appendix shall be determined by multiplying the otherwise applicable limit by a fraction, the numerator of which is the number of years (or part thereof) of participation in the Plan and the denominator of which is ten (10). In the case of a Participant who has less than ten (10) years of Benefit Service, the limitation under Section 1(a)(2) of this Appendix shall be determined by multiplying the otherwise applicable limit by a fraction, the numerator of which is the number of years of Benefit Service (or part thereof) with a Plan Sponsor and the denominator of which is ten (10). Notwithstanding the above, in no event shall the limitations contained in this Section reduce the limitations referred to in Section 1(a) of this Appendix to an amount less than one-tenth (1/10) of the applicable limitation provided in Section 1(a) (as determined without regard to this Section). To the extent provided in regulations promulgated by the Secretary of the Treasury, this Section shall be applied separately with respect to each change in the benefit structure of the Plan.

SECTION 5

For purposes of applying the limitations of this Appendix, all defined benefit plans now or previously maintained or deemed to be maintained by a Plan Sponsor shall be treated as one defined benefit plan to the extent required by Code Section 415(f) and the regulations thereunder.

APPENDIX A-4

If a Participant is a participant in any other defined benefit pension plan sponsored by the Plan Sponsor and its Affiliates, his pension benefit under that plan shall be aggregated with his projected benefit under the Plan to the extent required by Code Section 415(f) and the regulations thereunder, and his benefit under the Plan or any such other plan shall be reduced, if necessary, so that the aggregate of the benefits does not exceed the foregoing limitations. The pension benefit that will be reduced will be the benefit from the plan determined by the application of the following rules in the order listed below:

(a) The benefit from the plan which provides the Participant with the smallest annual dollar benefit when expressed in the form of a straight life annuity (using the applicable actuarial assumptions in Treasury Regulation Section 1.415(b)-1(c) that produce the largest straight life annuity) will be reduced before any other benefit.

(b) If the annual dollar benefit under each such plan is equal to the annual dollar benefit under every other such plan (when each benefit is expressed as a straight life annuity using the applicable actuarial assumptions in Treasury Regulation Section 1.415(b)-1(c) that produce the largest straight life annuity), then the benefits under all such plans will reduced pro rata.

SECTION 6

For purposes of this Appendix, the term “limitation year” shall mean the calendar year unless a Plan Sponsor elects, by adoption of a written resolution, to use any other twelve-month period in accordance with regulations issued by the Secretary of the Treasury.

SECTION 7

In the event that the limitations set forth in this Appendix are exceeded with respect to a Participant for a particular limitation year, the Plan Administrator shall, in writing, direct the Trustee to take such actions as are permitted by the Internal Revenue Service for the correction of such errors as the Plan Administrator shall deem appropriate.

SECTION 8

For purposes of applying the limitations set forth in this Appendix, the term “Plan Sponsor” shall be deemed to mean the Plan Sponsor, its Affiliates, and any other corporations which are members of the same controlled group of corporations (as described in Code Section 414(b), as modified by Code Section 415(h)) with a Plan Sponsor, any other trades or businesses under common control (as described in Code Section 414(c), as modified by Code Section 415(h)) with a Plan Sponsor, any other corporations, partnerships or other organizations which are members of an affiliated service group (within the meaning of Code Section 414(m)) with the Plan Sponsor and any other entity required to be aggregated with a Plan Sponsor pursuant to regulations under Code Section 414(o). For purposes of applying the limitations set forth in this Appendix, where a defined benefit plan provides for employee contributions, the annual benefit attributable to those contributions is not taken into account, but those contributions are considered a separate defined contribution plan maintained by the Plan Sponsor which is subject to the limitations set forth in this Appendix.

APPENDIX A-5

SECTION 9

For purposes of this Appendix, “Section 415 Compensation” means:

(a) compensation included for purposes of Code Section 415 under Treas. Reg. Section 1.415(c)-2(b);

(b) amounts paid by the later of two and one-half months following a severance from employment or the end of the limitation year in which the severance from employment occurs, in either case:

(i) if such compensation is for services during or outside the Employee’s regular working hours, commissions, bonuses, or other similar payments and the compensation would have been paid to the Employee prior to severance from employment if the Employee had continued in employment with the Plan Sponsor or an Affiliate, in accordance with Treasury Regulations Section 1.415(c)-2(e)(3)(i) and (ii); or

(ii) if such amounts are received by an Employee pursuant to a nonqualified unfunded deferred compensation plan during a limitation year, but only if the payment would have been paid to the Employee at the same time if the Employee had continued in employment with the Plan Sponsor or an Affiliate and only to the extent that the amounts are includable in the Employee’s gross income, in accordance with Treasury Regulations Section 1.415(c)-2(e)(3)(i) and (iii); and

(c) excluding:

(i) items excluded from compensation for purposes of Code Section 415 under Treas. Reg. Section 1.415(c)-2(c) (except as explicitly provided in Subsection (b) above);

(ii) any post-severance from employment compensation not specified in (a) and (b) above; and

(iii) amounts in excess of the Annual Compensation Limit.

SECTION 10

Effective for the limitation year commencing January 1, 2008, the definition of Section 415 Compensation for a year that is used for purposes of applying the limitations of this Appendix shall not reflect Section 415 Compensation for a limitation year that is in excess of the Annual Compensation Limit that applies to that year. Notwithstanding the foregoing, the application of the rules under this Appendix shall not reduce the Accrued Benefit of a Participant determined under the provisions of the Plan addressing these annual limitations that were in effect immediately prior to the provisions of this Appendix. However, any additional accruals following January 1, 2008 shall not be recognized unless and until the sum of the Participant’s grandfathered benefit and additional future accruals satisfy the limitations under this Appendix.

APPENDIX A-6

SECTION 11

The provisions of this Appendix shall be construed in a manner consistent with the provisions of Treas. Reg. Section 1.415(a)-1 et. seq. and any successor guidance. The foregoing provisions of this Appendix shall be interpreted in a manner consistent with the corresponding provisions of Treas. Reg. Section 1.415(a)-1 et. seq. except to the extent such corresponding provisions suggest an alternative methodology. To the extent the foregoing provisions of this Appendix do not specify a method of application where more than one application is permissible, the default application under Treas. Reg. Section 1.415(a)-1 et. seq. shall apply.

APPENDIX A-7

APPENDIX B

TOP-HEAVY PROVISIONS

SECTION 1

As used in this Appendix, the following words shall have the following meanings:

(a) “Determination Date” means, with respect to any Plan Year, the last day of the preceding Plan Year, or, in the case of the first Plan Year, means the last day of the first Plan Year.

(b) “Key Employee” means an Employee or former Employee (including a Beneficiary of a Key Employee or former Key Employee) who at any time during the Plan Year containing the Determination Date was:

(1) an officer of the Plan Sponsor or any Affiliate whose Compensation was greater than $130,000 (as adjusted for changes in the cost of living as provided in regulations issued by the Secretary of the Treasury for Plan Years beginning after December 31, 2002) for the calendar year in which the Plan Year ends, where the term “officer” means an administrative executive in regular and continual service to the Plan Sponsor or an Affiliate; provided, however, that in no event shall the number of officers exceed the lesser of (A) fifty (50) employees; or (B) the greater of (I) three (3) employees or (II) ten percent (10%) of the number of Employees during the Plan Year, with any non-integer being increased to the next integer. If for any year, no officer of the Plan Sponsor meets the requirements of this Paragraph (1), the highest paid officer of the Plan Sponsor for the Plan Year shall be considered an officer for purposes of this Paragraph (1);

(2) an owner of more than five percent (5%) of the outstanding stock of the Plan Sponsor or an Affiliate or more than five percent (5%) of the total combined voting power of all stock of the Plan Sponsor or an Affiliate; or

(3) an owner of more than one percent (1%) of the outstanding stock of the Plan Sponsor or an Affiliate or more than one percent (1%) of the total combined voting power of all stock of the Plan Sponsor or an Affiliate, and who in such Plan Year had Compensation from the Plan Sponsor and all of its Affiliates of more than $150,000.

For purposes of determining ownership under Paragraphs (2) and (3) above, the rules set forth in Code Section 318(a)(2) shall be applied as follows: (i) in the case of any Plan Sponsor or Affiliate which is a corporation, by substituting five percent (5%) for fifty percent (50%), and (ii) in the case of any Plan Sponsor or Affiliate which is not a corporation, ownership in such Plan Sponsor or Affiliate shall be determined in accordance with Treasury Regulations which shall be based on principles similar to the principles of Code Section 318(a)(2) as modified by clause (i) hereof.

APPENDIX B-1

(c) “Required Aggregation Group” means:

(1) each plan of a Plan Sponsor and its Affiliates which qualifies under Code Section 401(a) in which a Key Employee is a participant, and

(2) each other plan of a Plan Sponsor and its Affiliates which qualifies under Code Section 401(a) and which enables any plan described in Subsection (a) of this Section to meet the requirements of Section 401(a)(4) or 410 of the Code.

(d) (1) “Top-Heavy” means:

(A) if the Plan is not included in a Required Aggregation Group, the Plan’s condition in a Plan Year for which, as of the Determination Date:

(i) the actuarial equivalent present value of the cumulative Accrued Benefits under the Plan for all Key Employees exceeds 60 percent of the actuarial equivalent present value of the cumulative Accrued Benefits under the Plan for all Participants; and

(ii) the Plan when included in every potential combination, if any, with any or all of:

(I) any Required Aggregation Group, and

(II) any plan of the Plan Sponsor or an Affiliate which has adopted the Plan which is not part of any Required Aggregation Group and which qualifies under Code Section 401(a),

is part of a Top-Heavy Group (as defined in Paragraph (2) of this Subsection); and

(B) if the Plan is included in a Required Aggregation Group, the Plan’s condition in a Plan Year for which, as of the Determination Date:

(i) the Required Aggregation Group is a Top-Heavy Group (as defined in Paragraph (2) of this Subsection); and

(ii) the Required Aggregation Group when included in every potential combination, if any, with any or all of the plans of a Plan Sponsor and its Affiliates which are not part of the Required Aggregation Group and which qualify under Code Section 401(a) is part of a Top-Heavy Group (as defined in Paragraph (2) of this Subsection).

APPENDIX B-2

(C) For purposes of Subparagraphs (A)(i) and (B)(ii) of this Paragraph (1), any combination of plans must satisfy the requirements of Code Sections 401(a)(4) and 410.

(2) A group shall be deemed to be a Top-Heavy Group if:

(A) the sum, as of the Determination Date, of the actuarial equivalent present value of the cumulative accrued benefits for all Key Employees under all plans included in such group exceeds

(B) 60 percent of a similar sum determined for all participants in such plans.

(3) (A) For purposes of this Section, the actuarial equivalent present value of the accrued benefit for any participant in a defined contribution plan as of any Determination Date or last day of a plan year shall be the sum of:

(i) as to any defined contribution plan other than a simplified employee pension, the account balance as of the most recent valuation date occurring within the plan year ending on the Determination Date or last day of a plan year, and

(ii) as to any simplified employee pension, the aggregate employer contributions, and

(iii) an adjustment for contributions due as of the Determination Date or last day of a plan year.

In the case of a plan that is not subject to the minimum funding requirements of Code Section 412, the adjustment in Clause (iii) of this Subparagraph (A) shall be the amount of any contributions actually made after the valuation date but on or before the Determination Date or last day of the plan year to the extent not included under Clause (i) or (ii) of this Subparagraph (A); provided, however, that in the first plan year of the plan, the adjustment in Clause (iii) Subparagraph (A) shall also reflect the amount of any contributions made thereafter that are allocated as of a date in such first Plan Year. In the case of a plan that is subject to the minimum funding requirements, the account balance in Clause (i) of this Subparagraph (A) and the aggregate contributions in Clause (i) of this Subparagraph (A) shall include contributions that would be allocated as of a date not later than the Determination Date or last day of a plan year, even though those amounts are not yet required to be contributed, and the adjustment in Clause (iii) of this Subparagraph (A) shall be the amount of any contribution actually made (or due to be made) after the valuation date to the extent permitted by regulations or other guidance of general applicability and not otherwise included under Clause (i) or (ii) of this Subparagraph (A).

APPENDIX B-3

(B) For purposes of this Subsection, the actuarial equivalent present value of the accrued benefit for any participant in a defined benefit plan as of any Determination Date or last day of a plan year must be determined as of the most recent valuation date which is within a 12-month period ending on the Determination Date or last day of a plan year as if such participant terminated as of such valuation date; provided, however, that in the first plan year of a plan, the actuarial equivalent present value of the accrued benefit for a current participant must be determined either (i) as if the participant terminated service as of the Determination Date or last day of a plan year or (ii) as if the participant terminated service as of such valuation date, but taking into account the estimated accrued benefit as of the Determination Date or last day of Subparagraph (B), the valuation date must be the same valuation date used for computing plan costs for minimum funding, regardless of whether a valuation is performed that year. The actuarial assumptions utilized in calculating the actuarial equivalent present value of the accrued benefit for any participant in a defined benefit plan for purposes of this Subparagraph (B) shall be established by the Plan Administrator after consultation with the actuary for the plan, and shall be reasonable in the aggregate and shall comport with the requirements set forth by the Internal Revenue Service in Q&A T-26 and T-27 of Regulation Section 1.416-1.

(C) For purposes of determining the actuarial equivalent present value of the cumulative accrued benefit under a plan for any Participant in accordance with this Subsection, the actuarial equivalent present value shall be increased by the aggregate distributions made with respect to the Participant (including distributions paid on account of death to the extent they do not exceed the actuarial equivalent present value of the cumulative accrued benefit existing immediately prior to death) under each plan being considered, and under any terminated plan which if it had not been terminated would have been in a Required Aggregation Group with the Plan, during the 1-year period ending on the Determination Date or the last day of the Plan Year that falls within the calendar year in which the Determination Date falls. In the case of a distribution made with respect to a Participant made for a reason other than severance from employment, death, or disability, this provision shall be applied by substituting a 5-year period for the 1-year period.

(D) For purposes of this Paragraph (3), participant contributions which are deductible as “qualified retirement contributions” within the meaning of Code Section 219 or any successor, as adjusted to reflect income, gains, losses, and other credits or charges attributable thereto, shall not be considered to be part of the accrued benefits under any plan.

(E) For purposes of this Paragraph (3), if any employee is not a Key Employee with respect to any plan for any plan year, but such employee was a Key Employee with respect to such plan for any prior

APPENDIX B-4

plan year, any accrued benefit for such employee (and the account of such employee) shall not be taken into account.

(F) For purposes of this Paragraph (3), if any Employee has not performed any service for a Plan Sponsor or an Affiliate maintaining the plan during the 1-year period ending on the Determination Date, any accrued benefit for that Employee shall not be taken into account.

(G) (i) In the case of an “unrelated rollover” (as defined below) between plans which qualify under Code Section 401(a), (a) the plan providing the distribution shall count the distribution as a distribution under Subparagraph (C) of this Paragraph (3) , and (b) the plan accepting the distribution shall not consider the distribution part of the accrued benefit under this Section; and

(ii) In the case of a “related rollover” (as defined below) between plans which qualify under Code Section 401(a), (a) the plan providing the distribution shall not count the distribution as a distribution under Subparagraph (C) of this Paragraph (3), and (b) the plan accepting the distribution shall consider the distribution part of the accrued benefit under this Section.

For purposes of this Subparagraph (G), an “unrelated rollover” is a rollover as defined in Code Section 402(c)(4) or 408(d)(3) or a plan-to-plan transfer which is both initiated by the participant and made from a plan maintained by one employer to a plan maintained by another employer where the employers are not Affiliates. For purposes of this Subparagraph (G), a “related rollover” is a rollover as defined in Code Section 402(c)(4) or 408(d)(3) or a plan-to-plan transfer which is either not initiated by the participant or made to a plan maintained by the employer or an Affiliate.

SECTION 2

Notwithstanding anything contained in the Plan to the contrary, in any Plan Year during which the Plan is Top-Heavy, a Participant’s interest in his Accrued Benefit shall not vest at any rate which is slower than the following schedule, effective as of the first day of that Plan Year:

Full Years of Vesting Service	Percentage Vested
Less than three years		0	%
Three years or more		100	%

The schedule set forth above in this Section of this Appendix of the Plan shall be inapplicable to a Participant who has failed to perform an Hour of Service after the

APPENDIX B-5

Determination Date on which the Plan has become Top-Heavy. When the Plan ceases to be Top-Heavy, the schedule set forth above in this Section of this Appendix to the Plan shall cease to be applicable; provided, however, that the provisions of the Section dealing with changes in the vesting schedule shall apply.

SECTION 3

(a) Notwithstanding anything contained in the Plan to the contrary, and except as otherwise provided in Subsection (b) of this Section, the Accrued Benefit derived from Plan Sponsor and Affiliate contributions of each Participant who is not a Key Employee, when expressed as an annual retirement benefit (as defined below), shall not be less than the applicable percentage (as defined in Subsection (b) of this Section) of the Participant’s average compensation (as defined in Subsection (d) of this Section below).

(b) For purposes of Subsection (a) of this Section, the term “applicable percentage” means the lesser of:

(1) 2 percent multiplied by the number of years of service (as defined in (c) below) with a Plan Sponsor, or

(2) 20 percent.

(c) For purposes of this Section:

(1) Except as provided in Paragraph (2) of this Subsection (c), years of service shall be determined under the rules of Paragraphs (4), (5), and (6) of Code Section 411(a).

(2) A year of service with the Plan Sponsor or an Affiliate shall not be taken into account if:

(A) the Plan was not Top-Heavy for any Plan Year ending during that year of service, or

(B) that year of service was completed in a Plan Year beginning before January 1, 1984.

(d) (1) For purposes of Subsection (a) of this Section, “average compensation” means the average of a Participant’s Compensation for each Plan Year in the Participant’s testing period (as defined in Paragraph (2) of this Subsection).

  (2) (A) A Participant’s testing period shall be the period of consecutive Plan Years (not exceeding five (5)) during which the Participant had the greatest aggregate Compensation.

(B) The Plan Years taken into account under Subparagraph (A) of this Paragraph (2) shall not include years for which the Participant did

APPENDIX B-6

not earn a year of service under the rules of paragraphs (4), (5) and (6) of Code Section 411(a).

(C) A Plan Year shall not be taken into account under Subparagraph (A) of this Paragraph (2) if:

(i) that Plan Year ends before January 1, 1984, or

(ii) that Plan Year begins after the close of the last Plan Year in which the Plan was Top-Heavy.

(e) (1) For purposes of Subsection (a) of this Section, the term “annual retirement benefit” means a benefit payable annually in the form of a straight life annuity (with no ancillary benefits) beginning at Normal Retirement Age.

 (2) If the Participant’s benefit under this Plan begins at a date other than his Normal Retirement age, the Participant shall receive a benefit which is no less than the Actuarial Equivalent of the annual retirement benefit provided under this Section.

(f) The minimum Accrued Benefit described under this Section shall be provided to any Employee who is otherwise eligible for participation in the Plan, even if:

(1) The Employee fails to make mandatory employee contributions required as a condition of participation in the Plan, or

(2) The Employee’s compensation is less than a stated amount, or

(3) The Employee is not employed by the Plan Sponsor or Affiliate on a given date.

SECTION 4

Notwithstanding anything in the Plan to the contrary, this Appendix shall only apply to the extent required by Code Section 416 including, without limitation, Code Section 416(i)(4).

APPENDIX B-7

APPENDIX C

MINIMUM DISTRIBUTION REQUIREMENTS

SECTION 1

GENERAL RULES

(a) Effective Date and Precedence. The provisions of this Appendix will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year. The provisions of this Appendix will take precedence over any inconsistent provisions of the Plan.

(b) Requirements of Treasury Regulations Incorporated. All distributions required under this Appendix will be determined and made in accordance with the Treasury Regulations promulgated under Code Section 401(a)(9).

(c) TEFRA Section 242(b)(2) Elections. Notwithstanding the provisions of this Appendix, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

SECTION 2

TIME AND MANNER OF DISTRIBUTION

(a) Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date.

(b) Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

(1) If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary, then distributions to the surviving Spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 ¹/2, if later.

(2) If the Participant’s surviving Spouse is not the Participant’s sole Designated Beneficiary, then distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

(3) If there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

APPENDIX C-1

(4) If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary and the surviving Spouse dies after the Participant but before distributions to the surviving Spouse begin, this Section 2(b), other than this Section 2(b)(1), will apply as if the surviving Spouse were the Participant.

For purposes of this Section 2(b) and Section 5 of this Appendix, unless Section 2(b)(4) of this Appendix applies, distributions are considered to begin on the Participant’s Required Beginning Date. If Section 2(b) of this Appendix applies, distributions are considered to begin on the date distributions are required to begin to the surviving Spouse under Section 2(b)(1) of this Appendix. If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s Required Beginning Date (or to the Participant’s surviving Spouse before the date distributions are required to begin to the surviving Spouse under Section 2(b)(1)), the date distributions are considered to begin is the date distributions actually commence.

(c) Form of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year, distributions will be made in accordance with Sections 3, 4 and 5 of this Appendix. If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and Treasury Regulations promulgated thereunder. Any part of the Participant’s interest which is in the form of an individual account as described in Code Section 414(k) will be distributed in a manner satisfying the requirements of Code Section 401(a)(9) and Treasury Regulations promulgated thereunder that apply to individual accounts.

SECTION 3

DETERMINATION OF AMOUNT

TO BE DISTRIBUTED EACH YEAR

(a) General Annuity Requirements. If the Participant’s interest is paid in the form of annuity distributions under the Plan, payments under the annuity will satisfy the following requirements:

(1) the annuity distributions will be paid in periodic payments made at intervals not longer than one year;

(2) the distribution period will be over a life (or lives) or over a period certain not longer than the period described in Section 4 or 5 of this Appendix;

(3) once payments have begun over a period certain, the period certain will not be changed even if the period certain is shorter than the maximum permitted;

APPENDIX C-2

(4) payments will either be non-increasing or increase only as follows:

(A) by an annual percentage increase that does not exceed the annual percentage increase in a cost-of-living index that is based on prices of all items and issued by the Bureau of Labor Statistics;

(B) to the extent of the reduction in the amount of the Participant’s payments to provide for a survivor benefit upon death, but only if the Beneficiary whose life was being used to determine the distribution period described in Section 4 of this Appendix dies or is no longer the Participant’s Beneficiary pursuant to a qualified domestic relations order within the meaning of Code Section 414(p);

(C) to provide cash refunds of employee contributions upon the Participant’s death; or

(D) to pay increased benefits that result from a Plan amendment.

(b) Amount Required to be Distributed by Required Beginning Date. The amount that must be distributed on or before the Participant’s Required Beginning Date (or, if the Participant dies before distributions begin, the date distributions are required to begin under Section 2(b)(1) or (2) of this Appendix) is the payment that is required for one payment interval. The second payment need not be made until the end of the next payment interval even if that payment interval ends in the next calendar year. Payment intervals are the periods for which payments are received (e.g., bimonthly, monthly, semi-annually, or annually). All of the Participant’s benefit accruals as of the last day of the first Distribution Calendar Year will be included in the calculation of the amount of the annuity payments for payment intervals ending on or after the Participant’s Required Beginning Date.

(c) Additional Accruals After First Distribution Calendar Year. Any additional benefits accruing to the Participant in a calendar year after the first Distribution Calendar Year will be distributed beginning with the first payment interval ending in the calendar year immediately following the calendar year in which such amount accrues.

SECTION 4

REQUIREMENTS FOR ANNUITY DISTRIBUTIONS

THAT COMMENCE DURING PARTICIPANT’S LIFETIME

(a) Joint Life Annuities Where the Beneficiary Is Not the Participant’s Spouse. If the Participant’s interest is being distributed in the form of a joint and survivor annuity for the joint lives of the Participant and a non-Spouse Beneficiary, annuity payments to be made on or after the Participant’s Required Beginning Date to the Designated Beneficiary after the Participant’s death must not at any time exceed the applicable percentage of the annuity payment for such period that would have been payable to the Participant using the table set forth in Q&A-2 of Treasury Regulation

APPENDIX C-3

Section 1.401(a)(9)-6. If the form of distribution combines a joint and survivor annuity for the joint lives of the Participant and a non-Spouse Beneficiary and a period certain annuity, the requirement in the preceding sentence will apply to annuity payments to be made to the Designated Beneficiary after the expiration of the period certain.

(b) Period Certain Annuities. Unless the Participant’s Spouse is the sole Designated Beneficiary and the form of distribution is a period certain and no life annuity, the period certain for an annuity distribution commencing during the Participant’s lifetime may not exceed the applicable distribution period for the Participant under the Uniform Lifetime Table set forth in Treasury Regulation Section 1.401(a)(9)-9 for the calendar year that contains the annuity starting date. If the annuity starting date precedes the year in which the Participant reaches age 70, the applicable distribution period for the Participant is the distribution period for age 70 under the Uniform Lifetime Table set forth in Treasury Regulation Section 1.401(a)(9)-9 plus the excess of 70 over the age of the Participant as of the Participant’s birthday in the year that contains the annuity starting date. If the Participant’s Spouse is the Participant’s sole Designated Beneficiary and the form of distribution is a period certain and no life annuity, the period certain may not exceed the longer of the Participant’s applicable distribution period, as determined under this Section 4(b), or the joint life and last survivor expectancy of the Participant and the Participant’s Spouse as determined under the Joint and Last Survivor Table set forth in Treasury Regulation Section 1.401(a)(9)-9, using the attained ages of the Participant and the Participant’s Spouse as of the birthday of the Participant and the Participant’s Spouse in the calendar year that contains the annuity starting date.

SECTION 5

REQUIREMENTS FOR MINIMUM DISTRIBUTIONS WHERE

PARTICIPANT DIES BEFORE DATE DISTRIBUTIONS BEGIN

(a) Participant Survived by Designated Beneficiary. If the Participant dies before the date distribution of his interest begins and there is a Designated Beneficiary, the Participant’s entire interest will be distributed, beginning no later than the time described in Section 2(b)(1) or (2) of this Appendix, over the life of the Designated Beneficiary or over a period certain not exceeding:

(1) unless the annuity starting date is before the first Distribution Calendar Year, the Life Expectancy of the Designated Beneficiary determined using the Beneficiary’s age as of the Beneficiary’s birthday in the calendar year immediately following the calendar year of the Participant’s death; or

(2) if the annuity starting date is before the first Distribution Calendar Year, the Life Expectancy of the Designated Beneficiary determined using the Beneficiary’s age as of the Beneficiary’s birthday in the calendar year that contains the annuity starting date.

(b) No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire

APPENDIX C-4

interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(c) Death of Surviving Spouse Before Distributions to Surviving Spouse Begin. If the Participant dies before the date distribution of his interest begins, the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary, and the surviving Spouse dies before distributions to the surviving Spouse begin, this Section 5 will apply as if the surviving Spouse were the Participant, except that the time by which distributions must begin will be determined without regard to Section 2(b)(1) of this Appendix.

SECTION 6

DEFINITIONS

As used in this Appendix, the following words and phrases shall have the meaning set forth below:

(a) Designated Beneficiary. The individual who is designated as the Beneficiary pursuant to the Plan and is the Designated Beneficiary under Code Section 401(a)(9) and Treasury Regulation Section 1.401(a)(9)-4, Q&A-1.

(b) Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin pursuant to Section 2(b) of this Appendix.

(c) Life Expectancy. Life Expectancy as computed by use of the Single Life Table in Treasury Regulations Section 1.401(a)(9)-9.

(d) Required Beginning Date. The term “required beginning date” means April 1 of the calendar year following the later of (i) the calendar year in which the Participant attains age 70 ¹/2, or (ii) the calendar year in which the Participant retires; except that in the case of a Participant described in Section 1(b)(3) of Appendix C, the term “required beginning date” means April 1 of the calendar year following the calendar year in which the Participant attains age 70 ¹/2.

APPENDIX C-5

APPENDIX D

MORTALITY TABLE EFFECTIVE JANUARY 1, 2010

Age	Mortality Decrement
1	0.000317
2	0.000210
3	0.000167
4	0.000128
5	0.000116
6	0.000110
7	0.000105
8	0.000095
9	0.000091
10	0.000093
11	0.000095
12	0.000099
13	0.000104
14	0.000114
15	0.000124
16	0.000132
17	0.000140
18	0.000146
19	0.000148
20	0.000151
21	0.000156
22	0.000162
23	0.000174
24	0.000186
25	0.000203
26	0.000229
27	0.000239
28	0.000248
29	0.000260
30	0.000285
31	0.000331
32	0.000375
33	0.000416
34	0.000457
35	0.000496
36	0.000533
37	0.000567
38	0.000588
39	0.000608
40	0.000635
41	0.000666
42	0.000704
43	0.000747
44	0.000795
45	0.000838
46	0.000880
47	0.000925
48	0.000987
49	0.001056
50	0.001148
51	0.001234
52	0.001366
53	0.001549
54	0.001762
55	0.002103
56	0.002557
57	0.002967
58	0.003402
59	0.003861
60	0.004410
61	0.005139
62	0.005902
63	0.006886
64	0.007780
65	0.008795
66	0.010089
67	0.011241
68	0.012313
69	0.013631
70	0.014884
71	0.016331
72	0.018195
73	0.020071
74	0.022382
75	0.024952
76	0.027718
77	0.031488
78	0.035363
79	0.039738
80	0.044667
81	0.050446
82	0.056967
83	0.063398
84	0.071516
85	0.080302
86	0.090166
87	0.102625
88	0.115492
89	0.129211
90	0.144554
91	0.157996
92	0.174095
93	0.189922
94	0.203738
95	0.220163
96	0.233165
97	0.247959
98	0.263225
99	0.274135
100	0.284107
101	0.301731
102	0.313092
103	0.324542
104	0.335529
105	0.345501
106	0.353906
107	0.361363
108	0.368721
109	0.375772
110	0.382309
111	0.388123
112	0.393008
113	0.396754
114	0.399154
115	0.400000
116	0.400000
117	0.400000
118	0.400000
119	0.400000
120	1.000000

Mortality table represents a fixed blend of 50% of the static male combined mortality rates and 50% of the static female combined mortality rates promulgated under Treasury Regulations Section 1.430(h)(3)-1(c) with projected mortality improvement for valuation dates in 2017.

APPENDIX D-1

APPENDIX E

SCHEDULE OF BENEFITS TRANSFERRED FROM THE

DEL MONTE CORPORATION RETIREMENT PLAN FOR SALARIED EMPLOYEES

APPENDIX E-1

APPENDIX F

SPECIAL SERVICE CREDITING RULES

Notwithstanding anything in the Plan to the contrary, the rules of this Appendix shall apply for purposes of crediting different types of service as specified below to Employees based on their service with their previous employers prior to becoming Employees of a Plan Sponsor.

SECTION 1

All service credited to Former Del Monte Employees under the Del Monte Corporation Retirement Plan for Salaried Employees shall be credited to such Former Del Monte Employees for purposes of Eligibility Service, Vesting Service and early retirement eligibility, but not for purposes of Benefit Service, under this Plan.

SECTION 2

For purposes of Eligibility Service and Vesting Service, but not for purposes of Benefit Service, all service credited to Former ANCC Employees under the American National Can Company Pension Plan for Salaried Employees shall be credited to such Former ANCC Employees under this Plan.

SECTION 3

For purposes of Eligibility Service and Vesting Service, but not for purposes of Benefit Service, all service credited to Former Finger Lakes Employees under the Curtice Burns Foods, Inc. Master Salaried Retirement Plan shall be credited to such Former Finger Lakes Employees under this Plan.

SECTION 4

For purposes of Eligibility Service and Vesting Service, but not for purposes of Benefit Service, the following rules shall apply:

(a) All eligibility and vesting service, as applicable, credited to Former Alcoa Employees under the Pension Plan for Salaried Employees maintained by Aluminum Company of America shall be credited to such Former Alcoa Employees under this Plan; and

(b) All eligibility and vesting service, as applicable, credited to Former Kraft Employees under the Pension Plan for Salaried Employees maintained by Kraft Foods, Inc. shall be credited to such Former Kraft Employees hereunder.

SECTION 5

For purposes of Eligibility Service and Vesting Service, but not for purposes of Benefit Service, all service credited to Former Campbell Employees under the Campbell Soup Company Retirement and Pension Plan for Salaried Employees shall be credited to such Former Campbell Employees hereunder.

APPENDIX F-1

SECTION 6

For all purposes of this Plan, including Eligibility Service, Vesting Service, and Benefit Service shall include eligibility, vesting and benefit service, as applicable, with Silgan Holdings, Inc. and S & H, Inc. that were completed prior to the adoption of this Plan by Silgan Holdings, Inc.

SECTION 7

For purposes of Eligibility Service and Vesting Service, but not for purposes of Benefit Service, service with Pacific Coast Producers and its affiliates shall be credited to Former PCP Employees hereunder.

APPENDIX F-2

EX-10.15

Exhibit 10.15

FIRST AMENDMENT TO THE

SILGAN CONTAINERS PENSION PLAN FOR SALARIED EMPLOYEES

THIS FIRST AMENDMENT is made on September 8, 2010, by SILGAN CONTAINERS MANUFACTURING CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the “Primary Sponsor”).

INTRODUCTION

The Primary Sponsor maintains the Silgan Containers Pension Plan for Salaried Employees (the “Plan”), which was last amended and restated under an indenture dated December 31, 2009. As part of that restatement, the Primary Sponsor revised the actuarial factors used under the Plan effective January 1, 2010. The Primary Sponsor now desires to amend the Plan to clarify the application of those factors as it relates to participants who continue in employment beyond normal retirement age. The Primary Sponsor also desires to amend the Plan during the remedial amendment period for the Pension Protection Act of 2006 to specify that nontaxable distributions from the Plan can be directly rolled over tax-free to either another tax-qualified plan or a tax-deferred annuity contract under Section 403(b) of the Internal Revenue Code of 1986, as amended, provided certain accounting requirements are met. The Primary Sponsor also desires to amend the Plan to specify that participants will receive notices of the relative values of the optional forms of benefit, consistent with the Primary Sponsor’s administrative procedures.

THEREFORE, the Primary Sponsor does hereby amend the Plan, generally effective January 1, 2010, except as otherwise provided herein, as follows:

1. Effective January 1, 2009, by deleting the existing Section 1.26(a)(ii) and substituting therefor the following:

“(ii) a qualified trust as described in Code Section 401(a) or an annuity contract described in Code Section 403(b), but only to the extent that:

(A) the distribution is made in a direct trustee-to-trustee transfer; and

(B) the transferee trust or contract provides for separate accounting for amounts so transferred (and earnings thereon), including separately accounting for the portion of the distribution which is includable in income and the portion which is not includable in income; and”

2. By deleting the existing Section 4.3(a) and substituting therefor the following:

“(a) If a Participant experiences a Termination of Employment (or commences receiving benefits pursuant to Section 7.11, if applicable) after his Normal Retirement Date, the Participant’s monthly retirement benefit as of any date within a Plan Year (or portion thereof) after his Normal Retirement Age shall be his Accrued Benefit as of the

end of the prior Plan Year (or, if later, the date the Participant attained Normal Retirement Age) increased by the greater of: (i) any additional accrual attributable to service during the Plan Year (or portion thereof) for which the Accrued Benefit is being determined; or (ii) the Actuarial Equivalent adjustment for such Plan Year (or portion thereof) to reflect delayed payment of the Participant’s Accrued Benefit. Notwithstanding Section 1.2(a), solely for purposes of this Section 4.3, Actuarial Equivalence shall at all times be determined using the factors under Section 1.2(a)(i) or 1.2(a)(ii), whichever produces the greater Accrued Benefit.”

3. By deleting the “and” at the end of Section 7.2(c), by replacing the period at the end of Section 7.2(d) with “; and” and by adding the following new Section 7.2(e) to read as follows:

“(e) an explanation of the relative values of the optional forms of benefit available to the Participant under the Plan.”

Except as specifically amended hereby, the Plan shall remain in full force and effect as prior to this First Amendment.

IN WITNESS WHEREOF, the Primary Sponsor has caused this First Amendment to be executed on the day and year first above written.

SILGAN CONTAINERS
MANUFACTURING CORPORATION
By:	/s/ Anthony E. Cost
Title:	Vice President – Human Resources

2

EX-10.27

Exhibit 10.27

FIRST AMENDMENT TO THE

SILGAN CONTAINERS CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

THIS FIRST AMENDMENT is made on November 1, 2008, by SILGAN CONTAINERS CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the “Sponsoring Employer”).

W I T N E S S E T H:

WHEREAS, the Sponsoring Employer maintains the Silgan Containers Corporation Supplemental Executive Retirement Plan (the “Plan”), as amended and restated effective January 1, 2007;

WHEREAS, subsequent to the adoption of the amended and restated Plan, the Sponsoring Employer adopted the amended and restated Silgan Containers Corporation Pension Plan for Salaried Employees (the “Salaried Pension Plan”) effective July 1, 2008;

WHEREAS, certain definitions in the Plan refer to definitions in the Salaried Pension Plan;

WHEREAS, the Sponsoring Employer desires to amend the Plan to clarify the application of certain terms in the Salaried Pension Plan to participants in the Plan; and

WHEREAS, this amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this amendment.

NOW, THEREFORE, the Sponsoring Employer does hereby amend the Plan, effective as of July 1, 2008, as follows:

1. By deleting the existing Section 1.18 and substituting therefor the following:

“1.18 ‘Normal Retirement Age’ means the earlier of:

(a) the attainment of at least age sixty (60) with the completion of ten (10) or more years of Vesting Service; or

(b) the attainment of at least age sixty-five (65) with the completion of five (5) or more years of Vesting Service.”

2. By deleting the existing Section 1.21 and substituting therefor the following:

“1.21 ‘Period of Service’ means ‘Period of Service’ as defined in the Pension Plan prior to July 1, 2008.”

3. By adding the following new Section 1.34:

“1.34 ‘Vesting Service’ means ‘Vesting Service’ as defined in the Pension Plan.

4. By deleting the existing Section 6.6 and substituting therefor the following:

“6.6 Vesting. A Participant shall always be fully vested in contributions made to his Deferral Contribution Account. Contributions made to a Participant’s Matching Account, DISP Make-up Account, and Supplemental Pension Account shall vest according to the following schedule:

Full Years of Vesting Service	Vested Percentage
Less than 5		0	%
5 or more		100	%”

Except as specifically amended hereby, the Plan shall remain in full force and effect as prior to this First Amendment.

IN WITNESS WHEREOF, the Sponsoring Employer has caused this First Amendment to be executed as of the day and year first above written.

SILGAN CONTAINERS CORPORATION
By:	/s/ Anthony E. Cost
Title:	Vice-President – Human Resources

2

EX-10.28

Exhibit 10.28

SECOND AMENDMENT TO THE

SILGAN CONTAINERS

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(Prior to this Second Amendment, the

Silgan Containers Corporation Supplemental Executive Retirement Plan)

THIS SECOND AMENDMENT is made as of July 14, 2009, by SILGAN CONTAINERS LLC (f/k/a Silgan Containers Corporation), a limited liability corporation duly organized and existing under the laws of the State of Delaware (the “Primary Sponsor”).

INTRODUCTION

The Primary Sponsor maintains the Silgan Containers Supplemental Executive Retirement Plan (prior to this Second Amendment, the “Silgan Containers Corporation Supplemental Executive Retirement Plan”) (the “Plan”), which was last amended and restated by an indenture dated January 21, 2008 and has been amended once since such date. The Primary Sponsor now desires to amend the Plan, effective June 30, 2009, to provide an additional supplemental matching contribution under the Plan for employees who are not on the payroll of Silgan Holdings Inc. The Primary Sponsor also desires to amend the Plan, effective July 14, 2009, to provide an allocation of a DISP make-up contribution for compensation paid for the period from January 1, 2009 through July 14, 2009 for employees who are participants in the Plan and are otherwise eligible to receive a DISP contribution under the Silgan Containers Retirement Savings Plan during such period and to eliminate the DISP make-up contributions for plan years (or portions thereof) beginning on or after July 15, 2009.

THEREFORE, the Primary Sponsor hereby amends the Plan, effective as of June 30, 2009, except as otherwise provided herein, as follows:

1. By substituting the Plan name “Silgan Containers Supplemental Executive Retirement Plan” for the Plan name “Silgan Containers Corporation Supplemental Executive Retirement Plan” wherever the latter appears in the Plan.

2. By substituting “Silgan Containers LLC (f/k/a Silgan Containers Corporation)” for “Silgan Containers Corporation” wherever the latter appears in the Plan.

3. By deleting the existing Section 3.2 and substituting therefor the following:

“3.2 Matching Contributions.

(a) The Plan Sponsor proposes to credit to the Matching Account for each Plan Year for each Participant in an amount equal to fifty percent (50%) of the contribution made for the Plan Year on behalf of a Participant pursuant to Section 3.1.

(b) In addition to the credit described in Subsection (a) hereof, with respect to contributions under Section 3.1 made on or after July 1, 2009, the Plan Sponsor proposes to credit to the Matching Account for each Participant who is not on the payroll of Silgan Holdings Inc. for a payroll period in an amount equal to fifty percent (50%) of the portion of a Participant’s Eligible Compensation that is contributed for such payroll period on behalf of such Participant pursuant to Section 3.1. For any Participant who, as of the last day of a Plan Year, is both an Eligible Employee and not on the payroll of Silgan Holdings Inc., the amount credited under this Subsection (b) shall not be less than:

(i) for the Plan Year ending December 31, 2009, fifty percent (50%) of the portion of the Participant’s Eligible Compensation consisting solely of base salary that is contributed pursuant to Section 3.1 for the period beginning July 1, 2009 and ending December 31, 2009; and

(ii) for Plan Years beginning on or after January 1, 2010, fifty percent (50%) of the portion of the Participant’s Eligible Compensation consisting solely of base salary that is contributed pursuant to Section 3.1 for such Plan Year.

(c) The amount credited by the Plan Sponsor on behalf of each Participant under this Section 3.2 shall be allocated to the Matching Account of the Participant on behalf of whom such amount was credited.”

4. Effective July 14, 2009, by deleting the existing Section 3.3 and substituting therefor:

“3.3 DISP Make-up Contributions. The Plan Sponsor may make DISP Make-up Contributions to the DISP Make-up Account for the period beginning January 1, 2009 and ending July 14, 2009 (the ‘DISP Period’) for each Participant who is an Eligible Employee during the DISP Period and who is entitled to a ‘DISP Contribution’ (as defined in the Savings Plan) under the Savings Plan for the DISP Period. The amount of the DISP Make-up Contribution shall be a percentage of DISP Compensation paid during the DISP Period equal to the percentage of ‘Annual Compensation’ (as defined in the Savings Plan) paid during the DISP Period that is used to calculate the ‘DISP Contribution’ (as defined in the Savings Plan) under the Section 3.3 of the Savings Plan (or any successor thereto), less the amount of the ‘DISP Contribution’ (as defined in the Savings Plan) actually made to such Participant’s account under the Savings Plan. DISP Make-up Contributions for each Participant entitled thereto shall be allocated, as of July 14, 2009, to the DISP Make-up Account of each such Participant. For Plan Years (or portions thereof) beginning on or after July 15, 2009, no DISP Make-up Contributions will be made to the Plan with respect to such Plan Years (or portions thereof) for so long DISP Contributions are not made to the Savings Plan.”

Except as specifically amended hereby, the Plan shall remain in full force and effect prior to this Second Amendment.

2

IN WITNESS WHEREOF, the Primary Sponsor has caused this Second Amendment to be executed on the day and year first above written.

SILGAN CONTAINERS LLC
By:	/s/ Anthony E. Cost
Print Name: Anthony E. Cost
Title: Vice President – Human Resources

3

EX-10.29

Exhibit 10.29

SILGAN PLASTICS SUPPLEMENTAL

SAVINGS AND PENSION PLAN

CONTRIBUTORY RETIREMENT PLAN

2000 Restatement

1

SILGAN PLASTICS SUPPLEMENTAL

SAVINGS AND PENSION PLAN

CONTRIBUTORY RETIREMENT PLAN

ARTICLE I

ESTABLISHMENT AND PURPOSE

1.1    Establishment and Structure.    The Silgan Plastics Supplemental Savings and Pension Plan is comprised of two components: the Contributory Retirement Plan and the Supplemental Pension Plan. Silgan Plastics Corporation hereby adopts the Contributory Retirement Plan component of the Silgan Plastics Supplemental Savings and Pension Plan in the form of this instrument, which sets forth the terms and conditions of the Contributory Retirement Plan. The terms and conditions of the Supplemental Pension Plan component of the Silgan Plastics Supplemental Savings and Pension Plan are set forth in a separate instrument.

1.2    Purpose.    This Contributory Retirement Plan is intended to provide benefits to employees whose participation in the qualified Silgan Plastics Corporation Compensation Investment Plan (the “CIP Plan”) is limited because of certain discrimination rules and limitations imposed by the Internal Revenue Code on qualified plans.

1.3    Type of Plan.    For federal income tax purposes, the Silgan Plastics Supplemental Savings and Pension Plan, including this Contributory Retirement Plan component, is intended to be a nonqualified unfunded deferred compensation plan. For purposes of the Employee Retirement Income Security Act of 1974 (“ERISA”) the Plan is intended to be a plan described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA providing benefits to a select group of management or highly compensated employees.

1.4    Eligible Participants.    This Contributory Retirement Plan provides benefits to those individuals who are actively employed by Silgan Plastics Corporation and whose participation in the CIP Plan is limited because the Employee is a participant in the Silgan Plastics Corporation Management Incentive Plan.

1.5    Effective Date.    The Contributory Retirement Plan was established in April, 1995. The original Plan was amended by a First, Second and Third Amendment. This 2000 Restatement incorporates those changes into a single working document and makes conforming changes.

2

ARTICLE II

DEFINITIONS

2.1   (a)     Unless otherwise expressly defined by the terms or the context of this Contributory Retirement Plan, the terms used in this Contributory Retirement Plan shall have the same meanings as those terms in the CIP Plan.

(b) “Accounting Date” is defined in Section 4.4.

(c) “Benefit Amount” shall mean the amount payable to a Participant pursuant to this Contributory Retirement Plan, which is the amount credited to the account of a Participant from time to time in accordance with Article IV.

(d) “Covered Compensation” shall mean Covered Compensation of the Participant as defined in the CIP Plan, but without regard to the Section 401(a)(17) limit ($170,000 for 2000).

(e) “Eligible Employee” shall mean an Employee actively employed by Silgan Plastics Corporation whose participation in the CIP Plan is limited because the Employee is a participant in the Silgan Plastics Corporation Management Incentive Plan.

(f) “Contributory Retirement Trust” shall mean the Contributory Retirement Trust, which is a component of the Silgan Plastics Supplemental Savings and Pension Trust, a Rabbi Trust that is disregarded for purposes of ERISA and is not treated as a separate taxpayer entity for federal income tax purposes.

(g) “Plan Year” shall mean the calendar year.

ARTICLE III

PARTICIPATION

3.1    Participants.    An Employee who is or was an Eligible Employee shall be a Participant in this Contributory Retirement Plan for each Plan Year after the effective date of the Plan during which such Employee became an Eligible Employee and each subsequent Plan Year.

3

ARTICLE IV

RETIREMENT SAVINGS BENEFITS

4.1    Employee Contributions.    Each Participant may elect to contribute to this Contributory Retirement Plan for a Plan Year through payroll withholding an amount (expressed in whole percentages of Covered Compensation) up to 20% of Covered Compensation.

An election made pursuant to this Section must be in writing and in a form acceptable to the Plan Administrator. The election must be delivered to the Plan Administrator in writing before the beginning of the payroll period with respect to which a payroll withholding contribution is made. The Plan Administrator, in its discretion, may prescribe appropriate election rules and procedures.

4.2    Company Matching Contributions.    The Employer shall make a matching contribution for each Participant under this Contributory Retirement Plan of an amount equal to 50% the Participant’s Covered Compensation contributed by the Participant through payroll withholding in accordance with Section 4.1 at a rate not in excess of 10%. Participant contributions made in accordance with Section 4.1 at a rate in excess of 10% of Covered Compensation shall not be matched by the Employer.

4.3    Transfer of Funds.    The Employer shall transfer the Employee Contributions made in accordance with Section 4.1 in cash to the Contributory Retirement Trust as soon as administratively feasible after the amount is withheld from payroll, but no less frequently than quarterly; and the Employer shall transfer the Matching Contributions made in accordance with Section 4.2 on behalf of each Participant in cash to the Contributory Retirement Trust as soon as administratively feasible, but no less frequently than annually.

4.4    Participant’s Accounts.    A separate “Salary Reduction Account” and a separate “Matching Account” shall be established and maintained for each Participant. The Plan Administrator shall record the dollar amount of the salary reduction Employee Contribution of each Participant for each Plan Year to the Participant’s Salary Reduction Account; and the amount of Matching Contributions for each Participant for each Plan Year to the Participant’s Matching Account.

The amount allocated to the Accounts of Participants shall be adjusted no less frequently than annually by the Plan Administrator to reflect earnings, losses, distributions, investment transfers and any other transactions attributable to the investment in the Contributory Retirement Trust of the amounts allocated to the Accounts of each Participant. The Plan Administrator shall establish such accounting and recordkeeping rules and procedures as are reasonable in the circumstances (such as the nature of the Trust investments) as it in its discretion shall determine; provided that such rules and procedures shall be applied uniformly to Participants in similar circumstances. A date as of which the Accounts of Participants are so adjusted is referred to in this Plan as an “Accounting Date.”

The amount credited to the Accounts of a Participant from time to time as of the most recent Accounting Date shall constitute the Benefit Amount of the Participant at such time.

4.5    Vesting.    The amount credited from time to time to the Salary Reduction Account of a

4

Participant shall be fully vested and nonforfeitable. The amount credited from time to time to the Matching Account of a Participant shall be vested at the same rate as the Participant’s matching account is vested in the CIP Plan.

Payment to a Participant of the vested portion of his or her Benefit Amount shall constitute payment in full of the entire benefit or amount due the Participant under this Contributory Retirement Plan.

ARTICLE V

PAYMENT OF BENEFITS

5.1    Form of Payment.    The normal form of benefit of the Benefit Amount under this Contributory Retirement Plan shall be a single lump sum payment.

A Participant may elect to receive his or her Benefit Amount in annual installments not to exceed ten years. The amount of each installment payment shall be determined under the declining balance accounting method. For example, a five year installment payout would be paid as follows: 1/5 of the Benefit Amount in the first year; 1/4 of the remaining Benefit Amount in the second year; 1/3 of the remaining Benefit Amount in the third year; 1/2 of the remaining Benefit Amount in the fourth year; and the balance of the remaining Benefit Amount in the fifth year.

An election to take installment payments shall be made in writing, in a form prescribed by the Plan Administrator, not later than six months before payment is to commence in accordance with Section 5.2 of this Contributory Retirement Plan. Such an election shall be irrevocable.

5.2    Time of Payment.    Payment(s) of the Benefit Amount of a Participant normally shall commence as soon as administratively feasible after Termination of Employment of the Participant.

A Participant may elect to defer receipt of a lump sum payment, or to defer commencement of installment payments, until the first, second, third, fourth or fifth January after his of her Termination of Employment, or until the Participant attains sixty-five years of age; provided that, the installment payment period can never extend more than ten years following Termination of Employment. For example, the installment payout period of a Participant who elected to defer the commencement of installment payments for four years could not exceed six years. Payments due in a particular January shall be made as soon as administratively feasible in the calendar year that includes that January.

An election to defer the payment of benefits shall be made in writing, in a form prescribed by the Plan Administrator, not later than six months before payment would normally commence in accordance with this Section. Such an election shall be irrevocable.

5.3    Death Benefits.    Each Participant entitled to a Benefit Amount under this Contributory Retirement Plan shall be entitled to a death benefit equal to the entire Benefit Amount of the Participant, whether or not vested. Such benefit shall be payable to the Beneficiary of the Participant in a single lump sum as soon as administratively feasible after the death of the Participant.

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Each Participant may designate a Beneficiary or Beneficiaries (contingently, consecutively, or successively) of a death benefit and, from time to time, may change his or her designated Beneficiary. A Beneficiary may be a trust. A beneficiary designation shall be made in writing in a form prescribed by the Plan Administrator and delivered to the Plan Administrator while the Participant is alive. If there is no designated Beneficiary surviving at the death of a Participant, payment of any death benefit of the Participant shall be made to the persons and in the proportions which any death benefit under the CIP Plan is or would be payable.

ARTICLE VI

LOANS TO PARTICIPANTS

6.1    Availability of Loans.    A Participant may apply in writing to the Plan Administrator to borrow from Silgan Plastics Corporation funds held in the Trust Fund and credited to his or her Account. If the application is approved, the Plan Administrator shall direct the Trustee to make the loan in a lump-sum cash payment to the Participant. Loans shall be granted in the discretion of the Plan Administrator in accordance with rules and procedures established by the Plan Administrator.

6.2    Amount of Loan.    A loan made in accordance with this Article may not exceed the limit established by the Plan Administrator. For example, the Plan Administrator may limit the amount of loans so that loan repayments in level periodic amounts through payroll withholding do not exceed a designated percentage of take home pay.

The minimum amount of any loan shall be $1,000.

6.3    Administrative Expenses.    The Participant may be charged an administrative fee to cover the cost of processing the loan application.

6.4    Note and Interest Rate.    Each loan shall be evidenced by a promissory note executed by the Participant and delivered to the Plan Administrator. Each loan shall bear a reasonable rate of interest as determined by the Plan Administrator. The Plan Administrator’s determination of the interest rate shall be based on empirical evidence of interest rates charged on similar loans by commercial lending institutions.

6.5    Repayment.    Repayment shall normally be accomplished through regular payroll deductions. Participants shall execute all necessary documents to effectuate such withholding and may not rescind such withholding as long as there is an outstanding loan balance.

In the event that a Participant with an outstanding loan is placed on layoff or is on authorized leave of absence for any reason, or is absent from work due to any disability, the Participant shall be required to make monthly installment payments equal to the normal monthly installment payments that would have been made through payroll withholdings.

6.6    Default on Loan.    If a Participant fails to make any repayment during a plan quarter or

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if a Participant has not repaid a loan in full at the time of the Participant’s Termination of Employment, the Participant’s loan shall be in default. Upon default, the Plan Administrator shall take whatever collection steps are reasonable under the circumstances and may establish collection procedures in writing. Default on a loan shall in no event accelerate the time of payment of benefits due a Participant under this Plan.

6.7    Treatment of Notes.    The benefit under the Plan of a Participant with an outstanding loan shall consist of the amount credited to the Accounts of the Participant net of the outstanding balance, including principal and interest, due on the note; plus the outstanding balance due on the note.

ARTICLE VII

SOURCES OF PAYMENTS

Benefits payable under this Contributory Retirement Plan shall be paid by the Employer out of its general assets (except as provided below with respect to the Contributory Retirement Trust). Obligations to pay benefits due Participants under this Contributory Retirement Plan shall be the primary obligation of the Employer. A Participant shall not have any rights with respect to payment of benefits from the Employer under this Contributory Retirement Plan other than the unsecured right to receive payments from the Employer. The Benefit Amount, as described in Section 4.4, defines the amount payable by the Employer to a Participant under this Contributory Retirement Plan.

Except for the obligation to contribute amounts to the Contributory Retirement Trust, an Employer shall not be obligated to set aside, earmark or escrow any funds or other assets to satisfy its obligation under this Contributory Retirement Plan. Any benefit payable in accordance with the terms of this Contributory Retirement Plan shall not be represented by a note or any evidence of indebtedness other than the promises contained in this Contributory Retirement Plan and the right to receive payments from the Contributory Retirement Trust.

The Contributory Retirement Trust, and any other trust established by an Employer to assist the Employer in meeting its obligations under this Plan, shall conform in substance to the terms of the model trust described in Revenue Procedure 92-64 with respect to the claim of Participants to assets of the Employer and such trust. Payment from the Contributory Retirement Trust of amounts due under the terms of this Contributory Retirement Plan shall satisfy the obligation of the Employer to make such payment out of its general assets. In no event shall any Participant be entitled to receive payment of an amount from the general assets of an Employer that the Participant received from the Contributory Retirement Trust.

ARTICLE VIII

PLAN ADMINISTRATOR

8.1    Plan Administrator.    This Contributory Retirement Plan shall be administered by a person or committee appointed by Silgan Plastics Corporation as Plan Administrator. The Plan

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Administrator so appointed shall have all of the authority, rights and duties to administer this Contributory Retirement Plan as is assigned to the Plan Administrator of the CIP Plan. The Plan Administrator may adopt such rules as it may deem necessary, desirable and appropriate to administer this Contributory Retirement Plan. Except as provided in the Contributory Retirement Trust in the event of a Change in Control, the decisions of the Plan Administrator, including but not limited to interpretations and determinations of amounts due under this Contributory Retirement Plan, shall be final and binding on all parties.

8.2    Standard of Conduct.    The Plan Administrator shall perform its duties as the Plan Administrator and in its sole discretion shall determine what is appropriate in light of the reason and purpose for which this Contributory Retirement Plan is established and maintained. Except as provided in the Contributory Retirement Trust in the event of a Change in Control, the interpretation of all plan provisions and the determination of whether a Participant or Beneficiary is entitled to any benefit pursuant to the terms of this Contributory Retirement Plan, shall be exercised by the Plan Administrator.

ARTICLE IX

NONALIENATION OF BENEFITS

Except as may be required by the federal income tax withholding provisions of the Code or by the laws of any State, the interests of Participants and their Beneficiaries under this Contributory Retirement Plan are not subject to the claims of their creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt by a Participant or his Beneficiary to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. The Employer may cancel and refuse to pay any portion of a benefit which is sold, transferred, alienated, assigned, pledged, anticipated or encumbered.

ARTICLE X

AMENDMENT AND TERMINATION

Silgan Plastics Corporation reserves the right to amend, alter or discontinue this Contributory Retirement Plan at any time; provided that, no such amendment may reduce the entitlement of a Participant to payment of the Benefit Amount of the Participant determined as of the time of such amendment. Such action may be taken by the Board of Directors of Silgan Plastics Corporation, the Vice President, Administration and Human Resources, or any other officer of Silgan Plastics Corporation who has been duly authorized by its Board of Directors to perform acts of such kind.

ARTICLE XI

GENERAL PROVISIONS

11.1    Plan Not a Contract of Employment.    This Contributory Retirement Plan does not

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constitute a contract of employment, and participation in this Contributory Retirement Plan will not give any Participant the right to be retained in the employment of any of the Employer. The right of a Participant to payment of a Benefit Amount pursuant to this Contributory Retirement Plan is intended as a supplemental component of the overall employment agreement between the Employer and the Participant.

11.2    Successors.    The provisions of this Contributory Retirement Plan shall be binding upon the Employer and its successors and assigns and upon every Participant and his heirs, beneficiaries, estates and legal representatives.

11.3    Official Actions.    Any action required to be taken by the Board of Directors of Silgan Plastics Corporation pursuant to this Contributory Retirement Plan may be performed by any person or persons, including a committee, to which the Board of Directors of Silgan Plastics Corporation delegates the authority to take actions of that kind. Whenever under the terms of this Contributory Retirement Plan an entity corporation is permitted or required to take some action. Such action may be taken by an officer of the corporation who has been duly authorized by the Board of Directors of such corporation to take actions of that kind.

11.4    Controlling State Law.    To the extent not superseded by the laws of the United States, the laws of the State of Missouri shall be controlling in all matters relating to this Contributory Retirement Plan.

11.5    Severability.    In case any provision of this Contributory Retirement Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this Contributory Retirement Plan, and this Contributory Retirement Plan shall be construed and enforced as if such illegal and invalid provisions had never been set forth.

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11.6    Withholding.    The Employer shall withhold from amounts due under this Contributory Retirement Plan, the amount necessary to enable the Employer to remit to the appropriate government entity or entities on behalf of the Participant as may be required by the federal income tax withholding provisions of the Code, by an applicable state’s income tax, or by an applicable city, county or municipality’s earnings or income tax act. The Employer shall withhold from the payroll of, or collect from, a Participant the amount necessary to remit on behalf of the Participant any FICA taxes which may be required with respect to amounts accrued by a Participant hereunder, as determined by the Employer.

IN WITNESS WHEREOF, the undersigned hereby certifies that Silgan Plastics Corporation has adopted this Restatement.

SILGAN PLASTICS CORPORATION
By:	/s/ Howard H. Cole
	Vice President, Human Resources and Administration
Date:	12/17/2001

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EX-10.30

Exhibit 10.30

SILGAN PLASTICS SUPPLEMENTAL

SAVINGS AND PENSION PLAN

CONTRIBUTORY RETIREMENT PLAN

2008 Restatement

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SILGAN PLASTICS SUPPLEMENTAL

SAVINGS AND PENSION PLAN

CONTRIBUTORY RETIREMENT PLAN

ARTICLE I

ESTABLISHMENT AND PURPOSE

1.1 History and Structure. The Silgan Plastics Supplemental Savings and Pension Plan was comprised of two components: the Contributory Retirement Plan and the Supplemental Pension Plan. The Contributory Retirement Plan was established in April, 1995. The Plan was amended from time to time, most recently in the form of a 2000 Restatement.

The account balances in the plan were frozen as of December 31, 2004, except for adjustments for earning and losses, because of §409A of the Internal Revenue Code enacted by the American Jobs Creation Act of 2004. Contributions after 2004 were credited to separate accounts designed to comply with §409A. This 2008 Restatement governs payment of amounts credited to such separate accounts.

1.2 Purpose. This Contributory Retirement Plan is intended to provide benefits to employees whose participation in the qualified Silgan Plastics Corporation Compensation Investment Plan (the “CIP Plan”) is limited because of certain discrimination rules and limitations imposed by the Internal Revenue Code on qualified plans.

1.3 Type of Plan. For federal income tax purposes, the 2005 Silgan Plastics Supplemental Savings and Pension Plan, including this Contributory Retirement Plan component, is intended to be a nonqualified unfunded deferred compensation plan. For purposes of the Employee Retirement Income Security Act of 1974 (“ERISA”) the Plan is intended to be a plan described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA providing benefits to a select group of management or highly compensated employees.

1.4 Eligible Participants. This Contributory Retirement Plan provides benefits to those individuals who are actively employed by Silgan Plastics Corporation and whose participation in the CIP Plan is limited because the Employee is a participant in the Silgan Plastics Corporation Management Incentive Plan.

1.5 Effect of Restatement. This 2008 Restatement is effective January 1, 2008, except as otherwise explicitly provided in this document.

The Contributory Retirement Plan as in effect on October 3, 2004, without regard to this amendment and restatement, is referred to herein as the Prior Plan. Each Participant’s Accounts as of December 31, 2004, without regard to any credits for contributions or transfers as described in Sections 4.1 and 4.2 thereafter, but as adjusted for earnings or losses in accordance with Section 4.8 from time to time, are referred to as the Grandfathered Accounts. Payment of benefits credited to Grandfathered Accounts shall be governed by the Prior Plan.

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Contributions or transfers as described in Sections 4.1 and 4.2 for periods on and after January 1, 2005, as adjusted for earnings or losses in accordance with Section 4.8, are credited to separate accounts. Payment of amounts during the period after 2004 and before 2008 that were credited to such non-grandfathered accounts were administered in accordance with a good faith interpretation of §409A, as documented in part in interim plan documents, plan summaries and administration forms.

On and after January 1, 2008, payment of amounts credited to such non-grandfathered accounts shall be governed by this 2008 Restatement, as amended from time to time.

ARTICLE II

DEFINITIONS

2.1 (a) Unless otherwise expressly defined by the terms or the context of this Contributory Retirement Plan, the terms used in this Contributory Retirement Plan shall have the same meanings as those terms in the CIP Plan.

(b) “Accounting Date” is defined in Section 4.8.

(c) “Benefit Amount” shall mean the amount payable to a Participant pursuant to this Contributory Retirement Plan, which is the amount credited to the account of a Participant from time to time in accordance with Article IV.

(d) “Contributory Retirement Trust” shall mean the Contributory Retirement Trust, which is a component of the Silgan Plastics Supplemental Savings and Pension Trust, a Rabbi Trust that is disregarded for purposes of ERISA and is not treated as a separate taxpayer entity for federal income tax purposes.

(e) “Covered Compensation” shall mean Compensation of the Participant as defined in the CIP Plan paid by an Employer or an Affiliate, but without regard to the Section 401(a)(17) limit.

(f) “Eligible Employee” shall mean an Employee first hired by the Employer prior to January 1, 2008 who is actively employed by Silgan Plastics Corporation and whose participation in the CIP Plan is limited because the Employee is a participant in the Silgan Plastics Corporation Management Incentive Plan.

(g) “Employer” shall mean Silgan Plastics Corporation and any successor thereto or business that assumes the obligations of such corporation or business.

(h) “Fund” or “Funds” means the investments that determine the gain or loss allocable to each Account described in Section 4.4.

(i) “Grandfathered Account” shall mean the Account of a Participant as of December 31, 2004, without regard to any credits for contributions or transfers as described in Sections 4.1 and 4.2 thereafter, but as adjusted for earnings or losses in accordance with Section 4.8 from time to time.

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(j) “Specified Employee” shall mean a key employee (as defined in section Code 416(i) without regard to paragraph (5) thereof) of the Employer or entity or organization that would be considered a single employer with the Employer pursuant to Code §§414(b) of 414(c), any stock of which is publicly traded on an established securities market or otherwise. A Participant is a key employee if the Participant meets the requirements of Code §416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and disregarding Code §416(i)(5)) at any time during the 12 month period ending each December 31. If a Participant is a key employee at any time during the 12-month period ending on such December 31, the Participant is treated as a Specified Employee for the 12-month period beginning on the following April 1. Whether any stock is publicly traded on an established securities market or otherwise must be determined as of the date of the Participant’s Termination of Employment.

(k) “Termination of Employment” shall mean termination of employment from the Employer and its Affiliates (generally 50% common control with the Employer), as defined in IRS regulations under Section 409A of the Code (generally, a decrease in the performance of services to no more than 20% of the average for the preceding 36-month period, and disregarding leave of absences up to six months where there is a reasonable expectation the Employee will return).

ARTICLE III

PARTICIPATION

An Employee who is or was an Eligible Employee shall be a Participant in this Contributory Retirement Plan for each calendar year after the effective date of the Plan during which such Employee became an Eligible Employee and each subsequent calendar year.

ARTICLE IV

RETIREMENT SAVINGS BENEFITS

4.1 Employee Contributions. Each Participant may elect to contribute to this Contributory Retirement Plan for a calendar year through payroll withholding an amount (expressed in whole percentages of Covered Compensation) up to 10% of Covered Compensation.

The election must be delivered to the Plan Administrator in writing before the beginning of the calendar year during which the services for which such Covered Compensation is paid are performed. The election for each calendar year shall be irrevocable for the calendar year as of the beginning of such year and shall apply to all Covered Compensation for services rendered in such year; except that a Participant may cancel a deferral election because of a hardship distribution from a cash or deferred profit sharing plan that is qualified under Section 401(k) of the Internal Revenue Code. If an election is canceled because of a hardship distribution, any later deferral election shall be subject to the provisions governing initial deferral elections.

If an individual becomes an Eligible Employee on a date other than the first day of a calendar year and such individual has not at any time been eligible to participate in any other elective account balance nonqualified deferred compensation arrangement (determined pursuant

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to Code §409A) of the Employer or any other entity or organization with which the Employer would be considered to be a single employer pursuant to Code §§414(b) or 414(c), the election may be completed within 30 days of the Eligible Employee’s initial eligibility date. In no event shall a Participant be permitted to defer Covered Compensation with respect to services performed before the date on which the election is signed by the Participant and accepted by the Plan Administrator.

An election made pursuant to this Section must be in writing and in a form acceptable to the Plan Administrator. The Plan Administrator, in its discretion, may prescribe appropriate election rules and procedures; provided that elections for a calendar year must be made not later than the last day of the preceding calendar year, except as permitted by IRS regulations under Section 409A of the Internal Revenue Code. At the time of the deferral election, each employee must also select the distribution method in accordance with Article V.

4.2 Company Matching Credits. The Employer shall credit a matching amount for each Participant under this Contributory Retirement Plan equal to 50% the Participant’s Covered Compensation contributed by the Participant through payroll withholding in accordance with Section 4.1.

In addition to such matching contributions, the Employer shall credit contributions made pursuant to the Supplemental Pension Plan for Participants entitled to a contribution in accordance with the terms of such Plan.

4.3 Transfer of Funds. The Employer shall transfer the Employee Contributions made in accordance with Section 4.1 in cash to the Contributory Retirement Trust as soon as administratively feasible after the amount is withheld from payroll, but no less frequently than quarterly; and the Employer shall transfer the Company Matching Credits made in accordance with Section 4.2 on behalf of each Participant in cash to the Contributory Retirement Trust as soon as administratively feasible, but no less frequently than annually.

4.4 Participant’s Accounts. A separate “Grandfathered Account”, a separate “Salary Reduction Account” and a separate “Company Account” shall be established and maintained for each Participant (collectively, the “Accounts”). The Grandfathered Account will reflect the Benefit Amount as determined under the Prior Plan, with investment earnings credited thereon. After December 31, 2004, the Plan Administrator shall credit the dollar amount of the salary reduction Employee Contribution of each Participant for each calendar year to the Participant’s Salary Reduction Account; and the amount of Matching Contributions and contributions pursuant to the Supplemental Pension Plan for each Participant for each calendar year to the Participant’s Company Account.

4.5 Directed Investments. Each Participant shall be entitled to direct the manner in which the amount credited to his or her Accounts is invested among the Funds that are available for Participant directed investments, which Funds shall be determined by the Plan Administrator in its sole discretion from time to time. The Plan Administrator may designate different Funds for different Participants or classes of Participants. The Plan Administrator reserves the right to change any investment options that may be established pursuant to this Section, including the right to eliminate particular Funds.

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Such investments shall remain the property of the Employer until paid to the Participant pursuant to the provisions of this Plan or transferred to a trust as described in Article VI. The performance of such investments shall determine the amount payable to each Participant under this Plan from time to time.

Each Participant shall direct the investment of all amounts credited to each of his or her Deferral Accounts in any one or a combination of such Funds. A Participant may direct the investment of a portion of the balance credited to the Accounts in one Fund and the remaining portion in another Fund in accordance with procedures established by the Plan Administrator.

An investment direction shall specify the particular Fund or Funds in which new contributions credited to the Accounts of a Participant shall be invested. A Participant also may change his or her investment directions for existing Funds in accordance with procedures established by the Plan Administrator.

Investment directions by a Participant shall cover the full amount credited to his Accounts. The Employer shall have no responsibility for the investment of amounts credited to the Accounts. Expenses directly allocable to execution of directed investment transactions and administration with respect to the Accounts may be charged to such account.

4.6 Investment Direction Procedures. The Plan Administrator in its sole discretion may establish conditions, rules and procedures for directing investments by Participants, including, but not limited to, limits on the time and frequency of changing investment directions. The Plan Administrator in its sole discretion also may establish “black-out” periods, when specified changes are not permitted, to facilitate changes in the available Funds or the recordkeeping system. Such conditions, rules and procedures shall be disseminated in a manner reasonably determined to be available to all affected Participants in a reasonable time before the effective date of such condition, rule or procedure.

4.7 Vesting. The amount credited from time to time to the Salary Reduction Account of a Participant shall be fully vested and nonforfeitable. The amount credited from time to time to the Company Account of a Participant shall be vested at the same rate as “Employer Matching Contributions” are vested in the CIP Plan.

Payment to a Participant of the vested portion of his or her Benefit Amount shall constitute payment in full of the entire benefit or amount due the Participant under this Contributory Retirement Plan.

4.8 Adjustment to Accounts. The amount allocated to the Accounts of Participants shall be adjusted no less frequently than annually by the Plan Administrator to reflect earnings, losses, distributions, investment transfers and any other transactions attributable to the investment in the Contributory Retirement Trust of the amounts allocated to the Accounts of each Participant. The Plan Administrator shall establish such accounting and recordkeeping rules and procedures as are reasonable in the circumstances (such as the nature of the Trust investments) as it in its discretion shall determine; provided that such rules and procedures shall be applied uniformly to Participants in similar

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circumstances. A date as of which the Accounts of Participants are so adjusted is referred to in this Plan as an “Accounting Date.”

The amount credited to the Accounts of a Participant from time to time as of the most recent Accounting Date shall constitute the Benefit Amount of the Participant at such time.

ARTICLE V

PAYMENT OF BENEFITS

5.1 Time and Form of Payment. The Benefit Amount of a Participant normally shall become payable on the Termination of Employment of the Participant in the form of a lump sum distribution.

Notwithstanding anything to the contrary in this Plan, no portion of the Benefit Amount may be paid to a Specified Employee until six months after Termination of Employment of the Participant, or, if earlier, the date of death of the Participant.

A Participant may elect to defer receipt of a lump sum payment until the sixth or any later January after his of her Termination of Employment that occurs before the Participant attains sixty-five years of age.

A Participant may elect to receive deferred installment payments over a period of up to ten years beginning in the sixth January or any later January after his of her Termination of Employment. The installment payment period can never extend more than fifteen years following Termination of Employment. For example, the installment payout period of a Participant who elected to defer the commencement of installment payments for ten years could not exceed five years. The amount of each installment payment shall be determined under the declining balance accounting method. For example, a five year installment payout would be paid as follows: 1/5 of the Installment Amount in the first year; 1/4 of the remaining Installment Amount in the second year; 1/3 of the remaining Installment Amount in the third year; 1/2 of the remaining Installment Amount in the fourth year; and the balance of the remaining Installment Amount in the fifth year.

Each Participant’s Account (other than the Grandfathered Account) shall be bifurcated into separate halves for purposes of such deferral elections. A Participant may elect installment payments with respect to each half of the Participant’s Account independently of the election, if any, with respect to the other half.

An election to defer the payment of a lump sum or to take deferred installment payments shall be made in writing, in a form prescribed by the Plan Administrator, not later than twelve months before payment is otherwise scheduled to commence in accordance with this Section. Any such election may be revoked until twelve months before a payment is to commence. In addition, any election or revocation will have no effect until twelve months after the date such election or revocation is made. For the purposes of subsequent changes in the time and form of payment under Section 409A of the Code, the right to the series of installment payments shall be treated as the right to a single payment.

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5.2 Actual Date of Payment. An amount payable on a date specified in Section 5.1 shall be paid as soon as administratively feasible after such date; but no later than the later of (a) the end of the calendar year in which the specified date occurs; or (b) the 15th day of the third calendar month following such specified date and the Participant (or Beneficiary) is not permitted to designate the taxable year of the payment. The payment date may be postponed further if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant (or Beneficiary), and the payment is made in the first calendar year in which the calculation of the amount of the payment is administratively practicable.

The Benefit Amount due the Participant shall be the balance credited to the Account of the Participant on the actual date of payment.

5.3 Death Benefits. Each Participant entitled to a Benefit Amount under this Contributory Retirement Plan shall be entitled to a death benefit equal to the entire Benefit Amount of the Participant, whether or not vested. Such benefit shall be payable to the Beneficiary of the Participant in a single lump sum as soon as administratively feasible after the death of the Participant.

Each Participant may designate a Beneficiary or Beneficiaries (contingently, consecutively, or successively) of a death benefit and, from time to time, may change his or her designated Beneficiary. A Beneficiary may be a trust. A beneficiary designation shall be made in writing in a form prescribed by the Plan Administrator and delivered to the Plan Administrator while the Participant is alive. If there is no designated Beneficiary surviving at the death of a Participant, payment of any death benefit of the Participant shall be made to the persons and in the proportions which any death benefit under the CIP Plan is or would be payable.

5.4 Grandfathered Account. Payment of amounts credited to the Grandfathered Account of a Participant shall be made under the terms of the Prior Plan, attached hereto as an appendix.

ARTICLE VI

SOURCES OF PAYMENTS

Benefits payable under this Contributory Retirement Plan shall be paid by the Employer out of its general assets (except as provided below with respect to the Contributory Retirement Trust). Obligations to pay benefits due Participants under this Contributory Retirement Plan shall be the primary obligation of the Employer. A Participant shall not have any rights with respect to payment of benefits from the Employer under this Contributory Retirement Plan other than the unsecured right to receive payments from the Employer. The Benefit Amount, as described in Section 4.4, defines the amount payable by the Employer to a Participant under this Contributory Retirement Plan.

Except for the obligation to contribute amounts to the Contributory Retirement Trust, an Employer shall not be obligated to set aside, earmark or escrow any funds or other assets to satisfy its obligation under this Contributory Retirement Plan. Any benefit payable in

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accordance with the terms of this Contributory Retirement Plan shall not be represented by a note or any evidence of indebtedness other than the promises contained in this Contributory Retirement Plan and the right to receive payments from the Contributory Retirement Trust.

The Contributory Retirement Trust, and any other trust established by an Employer to assist the Employer in meeting its obligations under this Plan, shall conform in substance to the terms of the model trust described in Revenue Procedure 92-64 with respect to the claim of Participants to assets of the Employer and such trust. Payment from the Contributory Retirement Trust of amounts due under the terms of this Contributory Retirement Plan shall satisfy the obligation of the Employer to make such payment out of its general assets. In no event shall any Participant be entitled to receive payment of an amount from the general assets of an Employer that the Participant received from the Contributory Retirement Trust.

ARTICLE VII

PLAN ADMINISTRATOR

7.1 Plan Administrator. This Contributory Retirement Plan shall be administered by a person or committee appointed by the Employer as Plan Administrator. The Plan Administrator so appointed shall have all of the authority, rights and duties to administer this Contributory Retirement Plan as is assigned to the Plan Administrator of the CIP Plan. The Plan Administrator may adopt such rules as it may deem necessary, desirable and appropriate to administer this Contributory Retirement Plan. The decisions of the Plan Administrator, including but not limited to interpretations and determinations of amounts due under this Contributory Retirement Plan, shall be final and binding on all parties.

7.2 Standard of Conduct. The Plan Administrator shall perform its duties as the Plan Administrator and in its sole discretion shall determine what is appropriate in light of the reason and purpose for which this Contributory Retirement Plan is established and maintained. The interpretation of all plan provisions and the determination of whether a Participant or Beneficiary is entitled to any benefit pursuant to the terms of this Contributory Retirement Plan, shall be exercised by the Plan Administrator.

ARTICLE VIII

NONALIENATION OF BENEFITS

Except as may be required by the federal income tax withholding provisions of the Code or by the laws of any State, the interests of Participants and their Beneficiaries under this Contributory Retirement Plan are not subject to the claims of their creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt by a Participant or his Beneficiary to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. The Employer may cancel and refuse to pay any portion of a benefit which is sold, transferred, alienated, assigned, pledged, anticipated or encumbered.

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Distribution pursuant to a domestic relations order of all or any portion of the Participant’s vested Benefit Amount may be paid to an Alternate Payee (as defined in Section 414(p) of the Code) who is a former spouse in an amount specified in such domestic relations order in a lump-sum cash payment as soon as administratively feasible after the Plan Administrator determines that the order is a domestic relations order (as defined in Section 414(p)(1)(B) of the Code).

ARTICLE IX

AMENDMENT AND TERMINATION

Silgan Plastics Corporation reserves the right to amend, alter or discontinue this Contributory Retirement Plan at any time; provided that, no such amendment may reduce the entitlement of a Participant to payment of the Benefit Amount of the Participant determined as of the time of such amendment. Such action may be taken by the Silgan Plastics Corporation Employee Benefits Committee, or any other officer of Silgan Plastics Corporation who has been duly authorized by its Board of Directors to perform acts of such kind.

ARTICLE X

GENERAL PROVISIONS

10.1 Plan Not a Contract of Employment. This Contributory Retirement Plan does not constitute a contract of employment, and participation in this Contributory Retirement Plan will not give any Participant the right to be retained in the employment of any of the Employer. The right of a Participant to payment of a Benefit Amount pursuant to this Contributory Retirement Plan is intended as a supplemental component of the overall employment agreement between the Employer and the Participant.

10.2 Successors. The provisions of this Contributory Retirement Plan shall be binding upon the Employer and its successors and assigns and upon every Participant and his heirs, beneficiaries, estates and legal representatives.

10.3 Official Actions. Any action required to be taken by the Board of Directors of Silgan Plastics Corporation pursuant to this Contributory Retirement Plan may be performed by any person or persons, including a committee, to which the Board of Directors of Silgan Plastics Corporation delegates the authority to take actions of that kind. Whenever under the terms of this Contributory Retirement Plan an entity corporation is permitted or required to take some action. Such action may be taken by an officer of the corporation who has been duly authorized by the Board of Directors of such corporation to take actions of that kind.

10.4 Controlling State Law. To the extent not superseded by the laws of the United States, the laws of the State of Missouri shall be controlling in all matters relating to this Contributory Retirement Plan.

10

10.5 Severability. In case any provision of this Contributory Retirement Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this Contributory Retirement Plan, and this Contributory Retirement Plan shall be construed and enforced as if such illegal and invalid provisions had never been set forth.

10.6 Withholding. The Employer shall withhold from amounts due under this Contributory Retirement Plan, the amount necessary to enable the Employer to remit to the appropriate government entity or entities on behalf of the Participant as may be required by the federal income tax withholding provisions of the Code, by an applicable state’s income tax, or by an applicable city, county or municipality’s earnings or income tax act. The Employer shall withhold from the payroll of, or collect from, a Participant the amount necessary to remit on behalf of the Participant any FICA taxes which may be required with respect to amounts accrued by a Participant hereunder, as determined by the Employer.

10.7 Rules of Construction. The terms and provisions of this Plan shall be construed according to the principles, and in the priority, as follows: first, in accordance with the meaning under, and which will bring the Plan into conformity with, section 409A of the Code; and secondly, in accordance with the laws of the State of Missouri. The Plan shall be deemed to contain the provisions necessary to comply with such laws. If any provision of this Plan shall be held illegal or invalid, the remaining provisions of this Plan shall be construed as if such provision had never been included. Wherever applicable, the masculine pronoun as used herein shall include the feminine, and the singular shall include the plural. The term profit shall mean profit or loss, as the case may be, and the term credit shall mean credit or charge, as the case may be.

IN WITNESS WHEREOF, the undersigned hereby certifies that Silgan Plastics Corporation has duly adopted this Restatement.

SILGAN PLASTICS CORPORATION
By:	/s/ Amanda Poitra
Title:	VP - HR
Date:	8/25/08

11

EX-12

EXHIBIT 12

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth Silgan Holdings Inc.’s computation of its ratio of earnings to fixed charges for the periods indicated.

	Years Ended December 31,
	2010(a)		2009(a)		2008		2007		2006(a)
	(Dollars in thousands)
Earnings before fixed charges:
Income before income taxes	$	221,680	$	247,599	$	193,574	$	199,825	$	149,480
Interest and other debt expense		61,639		50,999		60,160		66,003		59,397
Interest portion of rental expense		522		435		1,318		2,004		1,741
Earnings before fixed charges	$	283,841	$	299,033	$	255,052	$	267,832	$	210,618
Fixed charges:
Interest and other debt expense	$	61,639	$	50,999	$	60,160	$	66,003	$	59,397
Interest portion of rental expense		522		435		1,318		2,004		1,741
Capitalized interest		847		379		1,990		2,553		1,721
Total fixed charges	$	63,008	$	51,813	$	63,468	$	70,560	$	62,859
Ratio of earnings to fixed charges		4.50		5.77		4.02		3.80		3.35

(a) Interest and other debt expense in 2010, 2009 and 2006 includes a loss on early extinguishment of debt of $7.5 million, $1.3 million and $0.2 million, respectively.

EX-21

EXHIBIT 21

Subsidiaries of the Registrant

Name of Subsidiary	Jurisdiction of Organization
Silgan Corporation	Delaware
Silgan Containers LLC	Delaware
Silgan Containers Manufacturing Corporation	Delaware
Silgan LLC	Delaware
Silgan Can Holding Company	Delaware
Silgan Can Company	Delaware
Silgan White Cap LLC	Delaware
Silgan White Cap Corporation	Delaware
Silgan White Cap Americas LLC	Delaware
Silgan Equipment Company	Delaware
Silgan Closures International Holding Company	Delaware
IPEC Global, Inc.	Delaware
IPEC Property Management Corp.	Pennsylvania
International Plastics and Equipment Corp.	Pennsylvania
IPEC Service Corp.	Pennsylvania
IPEC Export Corporation	Delaware
Silgan Plastics LLC	Delaware
Silgan Plastics Corporation	Delaware
Silgan Tubes Holding Company	Delaware
828745 Ontario Inc.	Ontario, Canada
827599 Ontario Inc.	Ontario, Canada
Silgan Plastics Canada Inc.	Ontario, Canada
Thatcher Mexico, S. de R.L. de C.V.	Mexico
Thatcher Investments, S. de R.L. de C.V.	Mexico
SH International Partnership C.V.	Netherlands
Silgan International Holdings B.V.	Netherlands
Silgan Europe Holdings B.V.	Netherlands
Silgan White Cap Deutschland GmbH	Germany
Silgan White Cap Nordiska AB	Sweden
Silgan White Cap Italia S.r.l.	Italy
SWC Holdings Poland Sp. z o.o.	Poland
Silgan White Cap Polska Sp. z o.o.	Poland
Silgan White Cap GmbH	Austria
Silgan White Cap France S.A.S.	France
Silgan White Cap Holdings Spain, S.L.	Spain

1

Name of Subsidiary	Jurisdiction of Organization
Silgan White Cap Espana S.L.	Spain
Silgan White Cap UK Limited	United Kingdom
Silgan White Cap Hungary Packaging Limited Liability Company	Hungary
Silgan White Cap Belgium N.V.	Belgium
Silgan White Cap Holdings Cyprus Limited	Cyprus
Silgan White Cap Ukraine LLC	Ukraine
Silgan White Cap Ambalaj Sanayi ve Ticaret A.S.	Turkey
Silgan White Cap Investments, Inc.	Philippines
Silgan White Cap South East Asia, Inc.	Philippines
Silgan White Cap Properties, Inc.	Philippines
SWC Holdings (Mauritius) Ltd.	Mauritius
Silgan White Cap (Shanghai) Co., Ltd.	China
Silgan White Cap Venezuela, S.A.	Venezuela
SWC Holdings Brasil Participacoes Ltda.	Brazil
Silgan White Cap do Brasil Ltda.	Brazil
Silgan White Cap Rus o.o.o.	Russia
Silgan Holdings Partnership C.V.	Netherlands
Silgan Holdings B.V.	Netherlands
Silgan Holdings Austria GmbH	Austria

2

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-40151) pertaining to the Fourth Amended and Restated 1989 Stock Option Plan of Silgan Holdings Inc., the Registration Statement (Form S-8 No. 333-106306) pertaining to the 2002 Non-Employee Directors Stock Option Plan of Silgan Holdings Inc. and the Registration Statement (Form S-8 No. 333-120695) pertaining to the 2004 Stock Incentive Plan of Silgan Holdings Inc. of our reports dated February 28, 2011, with respect to the consolidated financial statements and schedule of Silgan Holdings Inc. and the effectiveness of internal control over financial reporting of Silgan Holdings Inc., included in the Annual Report (Form 10-K) for the year ended December 31, 2010.

/s/ Ernst & Young LLP

Stamford, Connecticut

February 28, 2011

EX-31.1

EXHIBIT 31.1

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Anthony J. Allott, certify that:

1. I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2010 of Silgan Holdings Inc.;

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 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 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: February 28, 2011

/s/    ANTHONY J. ALLOTT

Anthony J. Allott

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION BY THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Robert B. Lewis, certify that:

1. I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2010 of Silgan Holdings Inc.;

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 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 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: February 28, 2011

/s/    ROBERT B. LEWIS

Robert B. Lewis

Executive Vice President and

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

In connection with the Annual Report of Silgan Holdings Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Anthony J. Allott, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Annual 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 Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/    ANTHONY J. ALLOTT

Anthony J. Allott

President and Chief Executive Officer

February 28, 2011

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

EX-32.2

EXHIBIT 32.2

CERTIFICATION BY THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

In connection with the Annual Report of Silgan Holdings Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Robert B. Lewis, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Annual 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 Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/    ROBERT B. LEWIS

Robert B. Lewis

Executive Vice President and Chief Financial Officer

February 28, 2011

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