Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers

On May 26, 2009, at the annual meeting of stockholders of Silgan Holdings Inc., or the Company, the stockholders of the Company approved the Second Amendment, or the Second Amendment, to the Silgan Holdings Inc. 2004 Stock Incentive Plan, as amended, or the 2004 Stock Incentive Plan. The Second Amendment was approved by the Board of Directors of the Company effective as of April 9, 2009, subject to the approval of the stockholders of the Company. As a result, the 2004 Stock Incentive Plan was amended pursuant to the Second Amendment to: (i) increase the number of shares of the Company's common stock available for awards under the 2004 Stock Incentive Plan by an additional 1,500,000 shares; (ii) extend the termination date of the 2004 Stock Incentive Plan from May 27, 2011 to May 27, 2016; and (iii) make certain other technical changes to reflect compliance with Sections 162(m) and 409A of the U.S. Internal Revenue Code of 1986.

A more complete description of the terms of the 2004 Stock Incentive Plan and the Second Amendment can be found in the Company's most recent Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2009, or the 2009 Proxy Statement, and the descriptions therein of the 2004 Stock Incentive Plan and the Second Amendment contained in the section of the 2009 Proxy Statement titled "Approval of Second Amendment to the Silgan Holdings Inc. 2004 Stock Incentive Plan" are incorporated herein by reference. The foregoing description and the descriptions incorporated by reference from the 2009 Proxy Statement are qualified in their entirety by reference to the 2004 Stock Incentive Plan, which was included as Appendix A to the 2009 Proxy Statement, and the Second Amendment, which was included as Appendix B to the 2009 Proxy Statement and is filed with this Current Report on Form 8-K as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description ----------- ----------- 10.1 Second Amendment to the Silgan Holdings Inc. 2004 Stock Incentive Plan.