CROWN HOLDINGS, INC.
 
                  2004 STOCK-BASED INCENTIVE COMPENSATION PLAN
 
1.       Purpose of the Plan
         -------------------
 
         The purpose of the Plan is to assist the Company, its Subsidiaries and
Affiliates in attracting and retaining valued employees by offering them a
greater stake in the Company's success and a closer identity with it, and to
encourage ownership of the Company's stock by such employees.
 
2.       Definitions
         -----------
 
               2.1. "Affiliate" means any entity other than the Subsidiaries in
which the Company has a substantial direct or indirect equity interest, as
determined by the Board.
 
               2.2. "Award" means a grant of Deferred Stock, Restricted Stock,
Options or SARs under the Plan.
 
               2.3. "Board" means the Board of Directors of the Company.
 
               2.4. "Cause" means: (i) the Participant's willful misconduct or
gross negligence in connection with the performance of the Participant's duties
for the Company, its Subsidiaries or Affiliates; (ii) the Participant's
conviction of, or a plea of nolo contendre to, a felony or a crime involving
fraud or moral turpitude; (iii) the Participant's engaging in any business that
directly or indirectly competes with the Company, its Subsidiaries or
Affiliates; or (iv) disclosure of trade secrets,
 
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customer lists or confidential information of the Company, its Subsidiaries or
Affiliates to a competitor or unauthorized person.
 
               2.5. "Change in Control" means any of the following events:
 
                    (a) a "person" (as such term in used in Sections 13(d) and
14(d) of the 1934 Act, other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or a corporation owned,
directly or indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company, is or becomes the
"beneficial owner" (as defined in Rule 13D-3 under the 1934 Act), directly or
indirectly, of securities of the Company representing twenty-five percent (25%)
or more of the combined voting power of the Company's then
outstanding securities; or
 
                    (b) during any period of two consecutive years, individuals
who at the beginning of such period constitute the Board of Directors and any
new director (other than a director designated by a person who has entered into
an agreement with the Company to effect a transaction described in Section
2.5(a), Section 2.5(c) or Section 2.5(d) hereof) whose election by the Board of
Directors or nomination for election by the Company's stockholders was approved
by a vote of at least two-thirds of the directors then still in office who
either were directors at the beginning of the period of whose election or
nomination for election was previously approved, cease for any reason to
constitute a majority thereof; or
 
 
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                    (c) the Company merges or consolidates with any other
corporation, other than in a merger or consolidation that would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least seventy-five percent
(75%) of the combined voting power of the voting securities of the Company or
such surviving entity outstanding immediately after such merger or
consolidation; or
 
                    (d) the stockholders of the Company approve a plan of
complete liquidation of the Company or the Company sells or otherwise disposes
of all or substantially all of the Company's assets.
 
               2.6. "Code" means the Internal Revenue Code of 1986, as amended.
 
               2.7. "Common Stock" means the common stock of the Company, par
value $5.00 per share, or such other class or kind of shares or other securities
resulting from the application of Section 10.
 
               2.8. "Company" means Crown Holdings, Inc., a Pennsylvania
corporation, or any successor corporation.
 
               2.9. "Committee" means the committee designated by the Board to
administer the Plan under Section 4. The Committee shall have at least
 
 
 
                                      -3-
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two members, each of whom shall be a Non-Employee Director and an Outside
Director.
 
               2.10. "Deferred Stock" means Common Stock awarded by the
Committee under Section 6 of the Plan, the delivery of which is subject to a
Deferral Period.
 
               2.11. "Deferral Period" means the period during which the receipt
of a Deferred Stock Award under Section 6 of the Plan will be deferred.
 
               2.12. "Disability" means a physical, mental or other impairment
within the meaning of Section 22(e)(3) of the Code.
 
               2.13. "Employee" means an individual, including officers and
directors, who is employed by the Company, a Subsidiary or an Affiliate .
 
               2.14. "Fair Market Value" means, on any given date, the closing
price of a share of Common Stock on the principal national securities exchange
on which the Common Stock is listed on such date or, if Common Stock was not
traded on such date, on the last preceding day on which the Common Stock was
traded.
               2.15. "Holder" means an Employee to whom an Award is made.
 
               2.16. "Incentive Stock Option" means an Option intended to meet
the requirements of an incentive stock option as defined in section 422 of the
Code and designated as an Incentive Stock Option.
 
 
 
                                      -4-
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               2.17. "1934 Act" means the Securities Exchange Act of 1934, as
amended.
 
               2.18. "Non-Employee Director" means a member of the Board who
meets the definition of a "non-employee director" under Rule 16b-3(b)(3)
promulgated by the Securities and Exchange Commission under the 1934 Act.
 
               2.19. "Non-Qualified Option" means an Option not intended to be
an Incentive Stock Option, and designated as a Non-Qualified Option.
 
               2.20. "Option" means any stock option granted from time to time
under Section 8 of the Plan.
 
               2.21. "Outside Director" means a member of the Board who meets
the definition of an "outside director" under Treasury Regulation ss.
1.162-27(e)(3).
 
               2.22. "Plan" means the Crown Holdings, Inc. 2004 Stock-Based
Incentive Compensation Plan herein set forth, as amended from time to time.
 
 
               2.23. "Plan Year" means the calendar year.
 
               2.24. "Restricted Stock" means Common Stock which is subject to
forfeiture for a specified Restriction Period and which is awarded by the
Committee under Section 7 of the Plan.
 
               2.25. "Restriction Period" means the period during which
Restricted Stock awarded under Section 7 of the Plan is subject to forfeiture.
 
 
 
                                      -5-
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               2.26. "SAR" means a stock appreciation right awarded by the
Committee under Section 9 of the Plan.
 
               2.27. "Retirement" means retirement from the active employment of
the Company, a Subsidiary or an Affiliate pursuant to the relevant provisions of
the applicable pension plan of such entity or as otherwise determined by the
Board.
 
               2.28. "Subsidiary" means any corporation (other than the Company)
in an unbroken chain of corporations beginning with the Company (or any
subsequent parent of the Company) if each of the corporations other than the
last corporation in the unbroken chain owns 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.
 
               2.29. "Ten Percent Shareholder" means a person who on any given
date owns, either directly or indirectly (taking into account the attribution
rules contained in section 424(d) of the Code), stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company or a
Subsidiary.
 
 
3.       Eligibility
         -----------
 
         Any Employee is eligible to receive an Award.
 
 
 
                                      -6-
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4.       Administration and Implementation of Plan
         -----------------------------------------
 
               4.1. The Plan shall be administered by the Committee, which shall
have full power and authority to interpret the Plan, select the Employees to
whom Awards will be granted, determine the type and amount of Awards to be
granted to each such Employee, establish the terms and conditions of Awards
granted under the Plan, and set the terms of agreements which will be entered
into with Holders.
 
               4.2. The Committee's powers shall include, but not be limited to,
the power to determine whether, to what extent and under what circumstances an
Option may be exchanged for cash, Restricted Stock, Deferred Stock or some
combination thereof; to determine whether, to what extent and under what
circumstances an Award is made and operates on a tandem basis with other Awards
made hereunder; to determine whether, to what extent and under what
circumstances Common Stock or cash payable with respect to an Award or otherwise
may be deferred, either automatically or at the election of the Holder
(including the power to add deemed earnings and matching amounts to any such
deferral); to grant Awards (other than Incentive Stock Options) that are
transferable by the Holder or that are part of a severance arrangement; and to
determine the effect, if any, of a Change in Control of the Company upon
outstanding Awards. Upon a Change in Control, the Committee may, at its
 
 
 
                                      -7-
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discretion, (i) fully vest any or all Awards made under the Plan, (ii) cancel
any outstanding Awards in exchange for a cash payment of an amount (including
zero) equal to the difference between the then Fair Market Value of the Award
less the option or base price of the Award, (iii) after having given the Award
Holder a reasonable chance to exercise any outstanding Options or SARs,
terminate any or all of the Award Holder's unexercised Options or SARs, or (iv)
where the Company is not the surviving corporation, cause the surviving
corporation to assume all outstanding Awards or replace all outstanding Awards
with comparable awards.
 
               4.3. The Committee shall have the power to adopt regulations for
carrying out the Plan and to make changes in such regulations as it shall, from
time to time, deem advisable. The Committee shall have the power unilaterally
and without the approval of a Holder to amend an existing Award in order to
carry out the purposes of the Plan so long as such an amendment does not take
away any benefit granted to a Holder by the Award and as long as the amended
Award comports with the terms of the Plan. Any interpretation by the Committee
of the terms and provisions of the Plan and the administration thereof, and all
action taken by the Committee, shall be final and binding on Holders.
 
               4.4. The Committee may condition the grant of any Award or the
lapse of any Deferral or Restriction Period (or any combination thereof) upon
the Holder's achievement of a Performance Goal that is established by the
 
 
 
                                      -8-
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Committee before the grant of the Award. For this purpose, a "Performance Goal"
shall mean a goal that must be met by the end of a period specified by the
Committee (but that is substantially uncertain to be met before the grant of the
Award) based upon: (i) the price of Common Stock, (ii) the market share of the
Company, its Subsidiaries or Affiliates (or any business unit thereof), (iii)
sales by the Company, its Subsidiaries or Affiliates (or any business unit
thereof), (iv) earnings per share of Common Stock, (v) return on shareholder
equity of the Company, (vi) costs of the Company, its Subsidiaries or Affiliates
(or any business unit thereof), (vii) cash flow of the Company, its Subsidiaries
or Affiliates (or any business unit thereof), (viii) return on total assets of
the Company, its Subsidiaries or Affiliates (or any business unit thereof), (ix)
return on invested capital of the Company, its Subsidiaries or Affiliates (or
any business unit thereof), (x) return on net assets of the Company, its
Subsidiaries or Affiliates (or any business unit thereof), (xi) operating income
of the Company, its Subsidiaries or Affiliates (or any business unit thereof),
or (xii) net income of the Company, its Subsidiaries or Affiliates (or any
business unit thereof). The Committee shall have discretion to determine the
specific targets with respect to each of these categories of Performance Goals.
Before granting an Award or permitting the lapse of any Deferral or Restriction
Period subject to this Section, the Committee shall certify that an individual
has satisfied the applicable Performance Goal.
 
 
 
                                      -9-
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5.       Shares of Stock Subject to the Plan
         -----------------------------------
 
               5.1. Subject to adjustment as provided in Section 10, the total
number of shares of Common Stock available for Awards under the Plan shall be
5,500,000 shares.
 
               5.2. The maximum number of shares of Common Stock available for
Awards that may be granted to any individual Employee shall not exceed 750,000
during any calendar year (the "Individual Limit"). Subject to Section 5.3,
Section 10 and Section 13.6, any Award that is canceled by the Committee shall
count against the Individual Limit. Notwithstanding the foregoing, the
Individual Limit may be adjusted to reflect the effect on Awards of any
transaction or event described in Section 10.
 
               5.3. Any shares issued by the Company through the assumption or
substitution of outstanding grants from an acquired company shall not (i) reduce
the shares available for Awards under the Plan, or (ii) be counted against the
Individual Limit. Any shares issued hereunder may consist, in whole or in part,
of authorized and unissued shares or treasury shares. If any shares subject to
any Award granted hereunder are forfeited or such Award otherwise terminates
without the issuance of such shares or the payment of other consideration in
lieu of such shares, the shares subject to such Award, to the extent of any such
forfeiture or termination, shall again be available for Awards under the Plan.
 
 
 
                                      -10-
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6.       Deferred Stock
         ---------------
 
         An Award of Deferred Stock is a grant by the Company of a specified
number of shares of Common Stock to an Employee, which shares will be delivered
to the Employee at the end of a specified Deferral Period or Periods. Such an
Award shall be subject to the following terms and conditions:
 
               6.1. Deferred Stock Awards shall be evidenced by Deferred Stock
agreements. Such agreements shall conform to the requirements of the Plan and
may contain such other provisions as the Committee shall deem advisable.
 
               6.2. Upon the grant of Deferred Stock to a Holder, the Committee
shall direct that the number of shares subject to such grant be credited to the
Holder's account on the books of the Company but that issuance and delivery of
the same shall be deferred until the date or dates provided in Section 6.5
hereof. Prior to issuance and delivery, the Holder shall have no rights as a
stockholder with respect to any shares of Deferred Stock credited to the
Holder's account.
 
               6.3. Amounts equal to any dividends declared during the Deferral
Period with respect to the number of shares covered by a Deferred Stock Award
will be paid to the Holder currently, or deferred and deemed to be reinvested in
additional Deferred Stock, or otherwise reinvested on such terms as are
determined at the time of the Award by the Committee, in its sole discretion,
and specified in the Deferred Stock agreement.
 
 
 
                                      -11-
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               6.4. The Committee may condition the grant of an Award of
Deferred Stock or the expiration of the Deferral Period upon the Employee's
achievement of one or more Performance Goal(s) specified in the Deferred Stock
agreement. If the Employee fails to achieve the specified Performance Goal(s),
the Committee shall not grant the Deferred Stock Award to the Employee, or the
Holder shall forfeit the Award and no Common Stock shall be transferred to him
pursuant to the Deferred Stock Award.
 
               6.5. The Deferred Stock agreement shall specify the duration of
the Deferral Period taking into account termination of employment on account of
death, Disability, Retirement or other cause. The Deferral Period may consist of
one or more installments. At the end of the Deferral Period or any installment
thereof the shares of Deferred Stock applicable to such installment, having been
credited to the account of a Holder, shall then be issued and delivered to the
Holder (or, where appropriate, the Holder's legal representative) in accordance
with the terms of the Deferred Stock agreement. The Committee may, in its sole
discretion, accelerate the delivery of all or any part of a Deferred Stock Award
or waive the deferral limitations for all or any part of a Deferred Stock Award.
 
7.       Restricted Stock
         ----------------
 
 
         An Award of Restricted Stock is a grant by the Company of a specified
number of shares of Common Stock to an Employee, which shares are subject to
 
 
 
                                      -12-
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forfeiture upon the happening of specified events. Such an Award shall be
subject to the following terms and conditions:
 
               7.1. Restricted Stock shall be evidenced by Restricted Stock
agreements. Such agreements shall conform to the requirements of the Plan and
may contain such other provisions as the Committee shall deem advisable.
 
               7.2. Upon the grant of Restricted Stock to a Holder, the
Committee shall direct that a certificate or certificates representing the
number of shares of Common Stock subject to such grant be issued to the Holder
with the Holder designated as the registered owner. The certificate(s)
representing such shares shall be legended as to sale, transfer, assignment,
pledge or other encumbrances during the Restriction Period and deposited by the
Holder, together with a stock power endorsed in blank, with the Company, to be
held in escrow during the Restriction Period.
 
               7.3. During the Restriction Period the Holder shall have the
right to receive dividends from and to vote the shares of Restricted Stock.
 
               7.4. The Committee may condition the grant of an Award of
Restricted Stock or the expiration of the Restriction Period upon the Employee's
achievement of one or more Performance Goal(s) specified in the Restricted Stock
Agreement. If the Employee fails to achieve the specified Performance Goal(s),
 
 
 
                                      -13-
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the Committee shall not grant the Restricted Stock to the Employee, or the
Holder shall forfeit the Award of Restricted Stock to the Company.
 
               7.5. The Restricted Stock agreement shall specify the duration of
the Restriction Period and the performance, employment or other conditions
(including termination of employment on account of death, Disability, Retirement
or other cause) under which the Restricted Stock may be forfeited to the
Company. At the end of the Restriction Period the restrictions imposed under the
Restricted Stock agreement shall lapse with respect to the number of shares
specified thereunder, and the legend shall be removed and such number of shares
delivered to the Holder (or, where appropriate, the Holder's legal
representative). The Committee may, in its sole discretion, modify or accelerate
the vesting and delivery of shares of Restricted Stock.
 
8.       Options
         -------
 
         Options give an Employee the right to purchase a specified number of
shares of Common Stock from the Company for a specified time period at a fixed
price. Options may be either Incentive Stock Options or Non-Qualified Stock
Options. The grant of Options shall be subject to the following terms and
conditions:
 
 
 
                                      -14-
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               8.1. Option Grants: Options shall be evidenced by Option
agreements. Such agreements shall conform to the requirements of the Plan, and
may contain such other provisions as the Committee shall deem advisable.
 
               8.2. Option Price: The price per share at which Common Stock may
be purchased upon exercise of an Option shall be determined by the Committee,
but shall be not less than the Fair Market Value of a share of Common Stock on
the date of grant. In the case of any Incentive Stock Option granted to a Ten
Percent Shareholder, the option price per share shall not be less than 110% of
the Fair Market Value of a share of Common Stock on the date of grant.
 
               8.3. Term of Options: The Option agreements shall specify when
and under what terms and conditions an Option may be exercisable. The term of an
Option shall in no event be greater than ten years (five years in the case of an
Incentive Stock Option granted to a Ten Percent Shareholder and ten years in the
case of all other Incentive Stock Options).
 
               8.4. Incentive Stock Options: Each provision of the Plan and each
Option agreement relating to an Incentive Stock Option shall be construed so
that each Incentive Stock Option shall be an incentive stock option as defined
in section 422 of the Code, and any provisions of an Option agreement that
cannot be so construed shall be disregarded. In no event may a Holder be granted
an Incentive Stock Option which does not comply with such grant and vesting
 
 
 
                                      -15-
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limitations as may be prescribed by section 422(b) of the Code. Incentive Stock
Options may not be granted to employees of Affiliates.
 
               8.5. Restrictions on Transferability: No Incentive Stock Option
shall be transferable otherwise than by will or the laws of descent and
distribution and, during the lifetime of the Holder, shall be exercisable only
by the Holder. Upon the death of a Holder, the person to whom the rights have
passed by will or the laws of descent and distribution may exercise an Incentive
Stock Option only in accordance with this Section 8.
 
               8.6. Payment of Option Price: The option price of the shares of
Common Stock received upon the exercise of an Option shall be paid within three
days of the date of exercise: (i) in cash, or, (ii) with the proceeds received
from a broker-dealer whom the Holder has authorized to sell all or a portion of
the Common Stock covered by the Option, or (iii) with the consent of the
Committee, in whole or in part in Common Stock held by the Holder for at least
six months and valued at Fair Market Value on the date of exercise. With the
consent of the Committee, payment upon the exercise of a Non-Qualified Option
may be made in whole or in part by Restricted Stock which has been held by the
Holder for at least six months (based on the fair market value of the Restricted
Stock on the date the Option is exercised, as determined by the Committee). In
such case, the Common Stock to which the Option relates shall be subject to the
same forfeiture restrictions
 
 
                                      -16-
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originally imposed on the Restricted Stock exchanged therefor. An Option may be
exercised only for a whole number of shares of Common Stock.
 
               8.7. Termination by Death: If a Holder's employment by the
Company, a Subsidiary or Affiliate terminates by reason of death, any
unexercised Option granted to such Holder may thereafter be exercised (to the
extent such Option was exercisable at the time of death or on such accelerated
basis as the Committee may determine at or after grant) by, where appropriate,
the Holder's transferee or by the Holder's legal representative, for a period of
12 months from the date of death or until the expiration of the stated term of
the Option, whichever period is shorter.
 
               8.8. Termination by Reason of Disability: If a Holder's
employment by the Company, a Subsidiary or Affiliate terminates by reason of
Disability, any unexercised Option granted to the Holder may thereafter be
exercised by the Holder (or, where appropriate, the Holder's transferee or legal
representative), to the extent it was exercisable at the time of termination or
on such accelerated basis as the Committee may determine at or after grant, for
a period of 24 months or such shorter term as determined by the Committee (12
months in the case of an Incentive Stock Option) from the date of such
termination of employment or until the expiration of the stated term of the
Option, whichever period is shorter.
 
 
 
                                      -17-
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               8.9. Termination by Reason of Retirement: If a Holder's
employment by the Company, a Subsidiary or Affiliate terminates by reason of
Retirement, any unexercised Option granted to the Holder may thereafter be
exercised by the Holder (or, where appropriate, the Holder's transferee or legal
representative), to the extent it was exercisable at the time of Retirement or
on such accelerated basis as the Committee may determine at or after grant, for
a period of 5 years or such shorter term as determined by the Committee (12
months in the case of an Incentive Stock Option) from the date of Retirement or
until the expiration of the stated term of the Option, whichever period is
shorter.
 
               8.10. Termination Not for Cause: If a Holder's employment by the
Company, a Subsidiary or Affiliate is terminated by the Company, the Subsidiary
or Affiliate not for Cause, any unexercised Option granted to the Holder may
thereafter be exercised by the Holder (or, where appropriate, the Holder's
transferee or legal representative), to the extent it was exercisable at the
time of termination or on such accelerated basis as the Committee may determine
at or after grant, for a period of 60 days or such shorter term as determined by
the Committee from the date of such termination of employment or until the
expiration of the stated term of the Option, whichever period is shorter.
 
               8.11. Termination for Cause or Other Reason: If a Holder's
employment with the Company, a Subsidiary or Affiliate is terminated by the
 
 
 
                                      -18-
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Company, the Subsidiary or Affiliate for Cause, or otherwise terminates for any
reason not specified in this Section 8 (including a voluntary termination), all
unexercised Options awarded to the Holder shall terminate on the date of such
termination.
 
9.       Stock Appreciation Rights
         -------------------------
 
         SARs give the Employee the right to receive, upon exercise of the SAR,
the increase in the Fair Market Value of a specified number of shares of Common
Stock from the date of grant of the SAR to the date of exercise. The grant of
SARs shall be subject to the following terms and conditions:
 
               9.1. An Award of an SAR shall be evidenced by an SAR Agreement.
Such agreements shall conform to the requirements of the Plan and may contain
such other provisions as the Committee shall deem advisable. An SAR may be
granted in tandem with all or a portion of a related Option under the Plan
("Tandem SAR"), or may be granted separately ("Freestanding SAR"). A Tandem SAR
may be granted either at the time of the grant of the Option or at any time
thereafter during the term of the Option and shall be exercisable only to the
extent that the related Option is exercisable.
 
               9.2. The base price of a Tandem SAR shall be the option price
under the related Option. The base price of a Freestanding SAR shall be not less
 
 
 
                                      -19-
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than 100% of the Fair Market Value of the Common Stock on the date of grant of
the Freestanding SAR.
 
               9.3. An SAR shall entitle the Holder to receive from the Company
a payment equal to the excess of the Fair Market Value of a share of Common
Stock on the date of exercise of the SAR over the per share option price (or
such lesser amount as the Committee may determine at the time of grant),
multiplied by the number of shares of Common Stock with respect to which the SAR
is exercised. Such payment may be in cash, in shares of Common Stock, in shares
of Deferred Stock, in shares of Restricted Stock, or in any combination thereof,
as the Committee shall determine. Upon exercise of a Tandem SAR as to some or
all of the shares of Common Stock covered by the grant, the related Option shall
be canceled automatically to the extent of the number of shares of Common Stock
covered by such exercise, and such shares shall no longer be available for
purchase under the Option pursuant to Section 8. Conversely, if the related
Option is exercised as to some or all of the shares of Common Stock covered by
the grant, the related Tandem SAR, if any, shall be canceled automatically to
the extent of the number of shares of Common Stock covered by the Option
exercise.
 
               9.4. SARs shall be subject to the same terms and conditions
applicable to Options as stated in sections 8.3, 8.5, 8.7, 8.8, 8.9, 8.10 and
 
 
 
                                      -20-
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8.11. SARs shall also be subject to such other terms and conditions consistent
with the Plan as shall be determined by the Committee.
 
10.      Adjustments upon Changes in Capitalization
         ------------------------------------------
 
         In the event of a reorganization, recapitalization, stock split,
spin-off, split-off, split-up, stock dividend, issuance of stock rights,
combination of shares, merger, consolidation or any other change in the
corporate structure of the Company affecting Common Stock, or any distribution
to stockholders other than a cash dividend, the Board shall make appropriate
adjustment in the number and kind of shares authorized by the Plan and any other
adjustments to outstanding Awards as it determines appropriate. No fractional
shares of Common Stock shall be issued pursuant to such an adjustment. The Fair
Market Value of any fractional shares resulting from adjustments pursuant to
this Section shall, where appropriate, be paid in cash to the Holder.
 
11.      Effective Date, Termination and Amendment
         -----------------------------------------
 
         The Plan shall become effective on April ___, 2004, subject to
shareholder approval. The Plan shall remain in full force and effect until the
earlier of five years from the effective date, or the date it is terminated by
the Board. The Board shall have the power to amend, suspend or terminate the
Plan at any time, provided that no such amendment shall be made without
shareholder approval which shall (i) increase (except as provided in Section 10)
the total number
 
 
                                      -21-
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of shares available for issuance pursuant to the Plan; (ii) change the class of
Employees eligible to be Holders; (iii) modify the Individual Limit (except as
provided Section 10) or the categories of Performance Goals set forth in Section
4.4; or (iv) change the provisions of this Section 11. Termination of the Plan
pursuant to this Section 11 shall not affect Awards outstanding under the Plan
at the time of termination.
 
12.      Transferability
         ---------------
 
         Except as provided below, Awards may not be pledged, assigned or
transferred for any reason during the Holder's lifetime, and any attempt to do
so shall be void and the relevant Award shall be forfeited. The Committee may
grant Awards (except Incentive Stock Options) that are transferable by the
Holder during his or her lifetime, but such Awards shall be transferable only to
the extent specifically provided in the agreement with the Holder. The
transferee of the Holder shall, in all cases, be subject to the provisions of
the agreement between the Company and the Holder.
 
13.      General Provisions
         ------------------
 
               13.1. Nothing contained in the Plan, or any Award granted
pursuant to the Plan, shall confer upon any Employee any right with respect to
continuance of employment by the Company, a Subsidiary or Affiliate, nor
 
 
 
                                      -22-
<PAGE>
 
interfere in any way with the right of the Company, a Subsidiary or Affiliate to
terminate the employment of any Employee at any time.
 
               13.2. For purposes of this Plan, transfer of employment between
the Company and its Subsidiaries and Affiliates shall not be deemed termination
of employment.
 
               13.3. Holders shall be responsible for making appropriate
provision for all taxes required to be withheld in connection with any Award,
the exercise thereof and the transfer of shares of Common Stock pursuant to this
Plan. Such responsibility shall extend to all applicable Federal, state, local
or foreign withholding taxes. In the case of the payment of Awards in the form
of Common Stock, or the exercise of Options or SARs, the Company shall, at the
election of the Holder, retain the number of shares of Common Stock whose Fair
Market Value equals the amount to be withheld in satisfaction of the applicable
withholding taxes. Agreements evidencing such Awards shall contain appropriate
provisions to effect withholding in this manner.
 
               13.4. Without amending the Plan, Awards may be granted to
Employees who are foreign nationals or employed outside the United States or
both, on such terms and conditions different from those specified in the Plan as
may, in the judgment of the Committee, be necessary or desirable to further the
purpose of the Plan.
 
 
 
                                      -23-
<PAGE>
 
 
               13.5. To the extent that Federal laws (such as the 1934 Act, the
Code or the Employee Retirement Income Security Act of 1974) do not otherwise
control, the Plan and all determinations made and actions taken pursuant thereto
shall be governed by the law of Pennsylvania and construed accordingly.
 
 
               13.6. The Committee may amend any outstanding Awards to the
extent it deems appropriate; provided, however, except as provided in Section
10, no Award may be repriced, replaced, regranted through cancellation, or
modified without shareholder approval if the effect would be to reduce the
exercise price for the shares underlying the Award. The Committee may amend
Awards without the consent of the Holder, except that the Holder's consent is
required for amendments adverse to the Holder.
 
 
 
 
 
 
 
 
 
                                      -24-
<PAGE>
 
 
                                   Appendix A
                        Deferred Compensation Provisions
 
         The provisions of this Appendix A are an integral part of the Plan and
are intended to align executive and stockholder long-term interest by creating a
direct link between executive annual incentive compensation and stockholder
return and to enable executives to acquire Common Stock so that they may develop
and maintain a substantial ownership position in the Company. Nothing in this
Appendix A shall cause the Plan to be other than an unfunded arrangement that is
not subject to Parts 2, 3 or 4 of Title I, Subtitle B of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").
 
         1. Definitions. Any capitalized term used in this Appendix A and not
defined below shall have the meaning prescribed to such term in Article 2 of the
Plan document.
 
               1.1. "Account" means the bookkeeping reserve account established
and maintained for each eligible Employee who elects to defer compensation
pursuant to Section 3 of this Appendix A. Each Account shall consist of such
sub-accounts as are necessary or desirable in the opinion of the Committee for
the convenient administration of the Plan.
 
               1.2. "Annual Bonus" means an award made pursuant to the Crown
Holdings, Inc. Economic Profit Incentive Plan or the Crown Holdings, Inc.
 
 
 
                                      -25-
<PAGE>
 
Management Incentive Plan or any bonus plan or arrangement as may be established
from time to time.
 
               1.3. "Deferral Agreement" means a written document pursuant to
which a Participant elects to defer a portion (including all) of his Annual
Bonus pursuant to Section 3 of this Appendix A. A Deferral Agreement shall
contain such provisions as the Committee may deem advisable.
 
               1.4. "Deferral Amount" shall mean the portion (including all) of
a Participant's Annual Bonus, which the Participant has elected to defer.
 
               1.5. "Distribution Date" means the third anniversary of the date
on which an Annual Bonus would otherwise be payable to an Employee on which
distribution of the Restricted Stock Units attributable to such Annual Bonus
together with the Restricted Stock Units attributable to the related Matching
Contributions will be made.
 
               1.6. "Matching Contribution" means amounts credited to an
Employee's Account pursuant to Section 4.
 
               1.7. "Participant" means an Employee who is participating in the
deferred compensation provisions of the Plan as set forth in this Appendix A.
 
               1.8. "Restricted Stock Unit" means a notional entry that is
entered in a Participant's Account which represents one share of Common Stock.
 
 
                                      -26-
<PAGE>
 
 
2.       Eligibility and Participation.
         ------------------------------
 
               2.1. Each Employee who is selected by the Committee shall be
eligible to become a Participant as of the date designated by the Committee. A
designated Employee shall remain eligible until such time as the Committee
affirmatively revokes such Employee's eligibility.
 
               2.2. In order to become a Participant in the Plan for purposes of
having Deferral Amounts credited to such Participant's Account, an eligible
Employee must deliver an executed Deferral Agreement to the Committee in
accordance with the following provisions:
 
                       2.2.1. Newly Eligible Employees
 
                              (a) Each newly eligible Employee must deliver an
executed Deferral Agreement to the Committee within 30 days of first becoming
eligible, in order to elect a Deferral Amount pursuant to Section 3 with respect
to an Annual Bonus that may become payable for services rendered during the Plan
Year in which such individual first becomes eligible under this Appendix A.
 
                              (b) Notwithstanding Section 2.2.1(a), if an
Employee first becomes eligible to defer compensation under this Appendix A
anytime during the last quarter of the Plan Year, such individual may elect
Deferral Amounts pursuant to Section 3 only with respect to the Annual Bonus
that may become payable for services to be rendered during the Plan Year next
following
 
 
                                      -27-
<PAGE>
 
 
 the Plan Year in which such Employee first becomes eligible and for
subsequent Plan Years (i.e., no Deferral Amounts may be elected for the Plan
Year in which such Employee first becomes eligible).
 
                       2.2.2. Previously Eligible Employees
 
                              (a) Except as provided in Section 2.2.1 above, an
eligible Employee may make a Deferral Amount election with respect to a
subsequent Plan Year by delivering an executed Deferral Agreement to the
Committee by March 31 of each such Plan Year to which the Deferral Amount
election is to apply.
 
                       2.2.3. Subsequent Elections
 
                              (a) A Participant's executed Deferral Agreement
with respect to Deferral Amounts shall be effective only with respect to the
specific Plan Year to which such Deferral Agreement applies and shall not be
effective for any subsequent Plan Year.
 
3.       Deferrals Amounts.
         ------------------
 
               3.1. A Participant may elect to defer the receipt of all or any
portion of any Annual Bonus the Participant might be awarded with respect to the
Participant's services performed during a Plan Year. The amount of such Deferral
Amount must be specified in an executed Deferral Agreement delivered to the
Committee in accordance with the provisions of Section 2. A Deferral Amount
 
 
                                      -28-
<PAGE>
 
election is irrevocable once the applicable executed Deferral Agreement is
delivered to the Committee.
 
               3.2. The amount of any Annual Bonus deferred with respect to any
Plan Year shall reduce the amount of such Annual Bonus otherwise payable to the
Participant as of the date such payment otherwise would have been made, and the
amount of such reduction shall be allocated to the Participant's Account
effective as of the date the applicable Annual Bonus would otherwise have been
payable.
 
               3.3. In determining the percentage amount of any Deferral Amount,
the Participant's full Annual Bonus shall be considered without regard to any
deferrals made under any other "qualified" or "non-qualified" deferred
compensation plan of the Company.
 
4.       Matching Contributions.
         -----------------------
 
         For each Plan Year, the Committee shall allocate to each Participant's
Account an amount not to exceed fifty percent (50%) of the Participant's
Deferral Amount for such Plan Year. The Matching Contribution amount for each
Plan Year shall be determined by the Committee in its sole discretion. Matching
Contributions shall be allocated to a Participant's Account at the same time as
such Participant's Deferral Amounts are allocated to his Account.
 
 
 
                                      -29-
<PAGE>
 
 
5.       Accounting For Restricted Stock Units.
         --------------------------------------
 
               5.1. The Committee shall establish an Account on behalf of each
Participant which shall be credited with Restricted Stock Units. The number of
Restricted Stock Units credited to a Participant's Account shall be equal to the
Participant's total Deferral Amount for a Plan Year plus the total of his
Matching Contributions for such Plan Year divided by the Fair Market Value of
the Common Stock on the date such amounts are allocated to his Account. Partial
Restricted Stock Units may be credited to a Participant's Account. The
establishment of an Account shall not require segregation of any funds of the
Company or provide any Participant with any rights to any assets of the Company,
except as a general creditor thereof. A Participant shall have no right to
receive payment of any amount credited to the Participant's Account except as
expressly provided in this Appendix A.
 
               5.2. If during the period of time a Participant's Account is
credited with Restricted Stock Units, the Company pays a dividend with respect
to its Common Stock, the Participant shall be credited with additional
Restricted Stock Units in accordance with this Section. The number of additional
Restricted Stock Units credited to a Participant's Account pursuant to this
Section shall be calculated by dividing (a) the product of (i) the whole number
of Restricted Stock Units held in the Participant's Account as of the date the
dividend is paid times (ii)
 
 
                                      -30-
<PAGE>
 
 
the amount of such dividend with respect to each share of Common Stock, by (b)
the Fair Market Value of the Common Stock on the date such dividend is paid.
Restricted Stock Units shall be credited to a Participant's Account under this
Section as of the date the applicable dividend is paid.
 
               5.3. The Committee shall adjust each Participant's Account as
appropriate to reflect any stock dividend, stock split, combination of shares,
merger, share exchange, consolidation or any other change in the corporate
structure of the Company or the Common Stock.
 
6.       Vesting.
         --------
 
               6.1. Restricted Stock Units that are credited to a Participant's
Account and which are attributable to Deferral Amounts or dividends shall be
fully vested at all times.
 
               6.2. Except as provided below, Restricted Stock Units that are
attributable to Matching Contributions shall become vested on the applicable
Distribution Date for the corresponding Restricted Stock Units that are
attributable to a Participant's Deferral Amount, provided the Participant
remains in the continuous employment of the Company until such date. If a
Participant terminates employment due to death or Disability prior to the
applicable Distribution Date with respect to Restricted Stock Units attributable
to Matching Contributions, such Restricted Stock Units shall become fully
vested. If a
 
 
                                      -31-
<PAGE>
 
 
Participant terminates employment due to retirement or is involuntarily
terminated by the Company without Cause prior to the applicable Distribution
Date with respect to a Restricted Stock Units attributable to Matching
Contributions, such Restricted Stock Units shall become vested on a pro-rata
basis. Such pro rata amount shall be calculated based upon the Participant's
fully completed months of employment with the Company from the time such
Restricted Stock Units were credited to the Participant's Account compared to
the months of employment that would have been completed from the time such
Restricted Stock Units were credited to the Participant's Account until the
applicable Distribution Date. If a Participant voluntarily terminates employment
(other than for retirement) or is terminated by the Company for Cause prior to
the applicable Distribution Date with respect to Restricted Stock Units
attributable to Matching Contributions, such Restricted Stock Units shall be
forfeited and the Participant shall have no rights with respect to such
Restricted Stock Units.
 
               6.3. Upon a Change in Control, all Restricted Stock Units
credited to a Participant's Account that are attributable to Matching
Contributions shall become immediately fully vested.
 
7.       Distributions.
         --------------
 
 
               7.1. Subject to Section 7.2 and 7.3, and in accordance with
Section 7.4, the value of Restricted Stock Units shall be distributed on the
 
 
 
                                      -32-
<PAGE>
 
applicable Distribution Date; provided, however, that the Committee may
determine in its sole and absolute discretion to delay payment commencement to
any Participant if necessary to avoid application of the deduction limitation of
section 162(m) of the Code to the Company.
 
               7.2. Upon a Participant's termination of employment from the
Company for any reason, the value of all vested Restricted Stock Units shall be
distributed to the Participant in accordance with Section 7.4 as soon as
practicable.
 
               7.3. Upon a Change in Control, the value of all Restricted Stock
Units shall be distributed to the Participant in accordance with Section 7.4 as
soon as practicable.
 
               7.4. Except as provided below, distributions of a Participant's
Account shall be made in Common Stock issued under this Plan. Notwithstanding
the foregoing, the Committee may, in its sole discretion, determine that all or
part of a Participant's distribution shall be in cash (including for reasons of
payment of any applicable withholding taxes); provided, however, that no partial
shares of Common Stock shall be distributed and in lieu thereof cash shall be
distributed. Distributions in Common Stock shall be made by issuing Common Stock
certificates for a number of shares equal to the vested Restricted Stock Units
to be distributed. Distributions in cash from a Participant's Account shall be
in an amount equal to the number of vested full and partial Restricted Share
Units in a Participant's
 
 
                                      -33-
<PAGE>
 
 
Account, which were not distributed in Common Stock in accordance with the prior
sentence, times the Fair Market Value of the Common Stock on the Distribution
Date. Upon distribution all rights to any Restricted Stock Units shall be
cancelled.
 
               7.5. The Committee shall establish procedures under which a
Participant may request a withdrawal of some or all of the Participant's Account
in the event of an unforeseeable severe financial emergency. In general, an
unforeseeable severe financial emergency would include circumstances resulting
from a sudden and unexpected illness or accident of the Participant or of the
Participant's spouse or dependent, loss of the Participant's property due to
casualty, or other similar extraordinary and unforeseeable circumstances arising
as a result of events beyond the control of the Participant and for which the
resulting financial hardship cannot be reasonably relieved through other sources
of funds. The Committee, in its sole and absolute discretion, shall determine
whether any such financial emergency warrants a withdrawal from the
Participant's Account and shall determine the amount of such withdrawal so as to
limit the withdrawal to that amount which is needed to satisfy the emergency
need.
 
8.       Claims Procedure.
         ----------------
 
         The Committee shall administer a claims procedure as follows:
 
               8.1. A Participant who believes himself entitled to benefits
under this Appendix A, or the Participant's authorized representative acting on
 
 
 
                                      -34-
<PAGE>
 
behalf of such Participant, may make a claim for those benefits by submitting a
written notification of his claim of right to such benefits. Such notification
must be on the form and in accordance with the procedures established by the
Committee.
 
               8.2. The Committee shall establish administrative processes and
safeguards to ensure that all claims for benefits are reviewed in accordance
with the Plan document and that, where appropriate, Plan provisions have been
applied consistently to similarly situated Participants.
 
               8.3. If a claim is wholly or partially denied, the Committee
shall notify the Participant within a reasonable period of time, but not later
than 90 days after receipt of the claim, unless the Committee determines that
special circumstances require an extension of time for processing the claim. If
the Committee determines that an extension of time for processing is required,
written notice of the extension shall be furnished to the Participant prior to
the termination of the initial 90-day period. In no event shall such extension
exceed a period of 180 days from receipt of the claim. The extension notice
shall indicate: (i) the special circumstances necessitating the extension and
(ii) the date by which the Committee expects to render a determination. A denial
notice shall be written in a manner calculated to be understood by the
Participant and shall set forth: (i) the specific reason or reasons for the
denial, (ii) the specific reference to the Plan provisions on which the denial
is based, (iii) a description of any additional material or information
 
 
 
                                      -35-
<PAGE>
 
necessary for the Participant to perfect the claim, with reasons therefor, and
(iv) the procedure for reviewing the denial of the claim and the time limits
applicable to such procedures, including a statement of the Participant's right
to bring a legal action under section 502(a) of ERISA following an adverse
determination on review.
 
               8.4. In the case of an adverse benefit determination, the
Participant or his representative shall have the opportunity to appeal to the
Committee for review thereof by requesting such review in writing to the
Committee within 60 days of receipt of notification of the denial. Failure to
submit a proper application for appeal within such 60 day period will cause such
claim to be permanently denied. The Participant or his representative shall be
provided, upon request and free of charge, reasonable access to, and copies of,
all documents, records and other information relevant to the claim. The
Participant or his representative shall also be provided the opportunity to
submit written comments, documents, records and other information relating to
the claim for benefits. The Committee shall review the appeal taking into
account all comments, documents, records and other information submitted by the
Participant or his representative relating to the claim, without regard to
whether such information was submitted or considered in the initial benefit
determination.
 
 
 
                                      -36-
<PAGE>
 
 
               8.5. The Committee shall notify a Participant of its decision on
appeal within a reasonable period of time, but not later than 60 days after
receipt of the Participant's request for review, unless the Committee determines
that special circumstances require an extension of time for processing the
appeal. If the Committee determines that an extension of time for processing is
required, written notice of the extension shall be furnished to the Participant
prior to the termination of the initial 60-day period. In no event shall such
extension exceed a period of 60 days from the end of the initial period. The
extension notice shall indicate: (i) the special circumstances necessitating the
extension and (ii) the date by which the Committee expects to render a
determination. An adverse decision on appeal shall be written in a manner
calculated to be understood by the Participant and shall set forth: (i) the
specific reason or reasons for the adverse determination, (ii) the specific
reference to the Plan provisions on which the denial is based, (iii) a statement
that the Participant 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 Participant's claim and (iv) a statement of the Participant's
right to bring a legal action under section 502(a) of ERISA.
 
 
 
 
 
                                      -37-