CROWN HOLDINGS, INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS

1.1.  

“Account" means the separate bookkeeping account established under the Plan for each Participant, as described in Section 4.1.

1.2.  

“Administrator” means the Compensation Committee of the Board, or the person or committee appointed by the Compensation Committee, which shall be responsible for those functions assigned to the Administrator under the Plan.

1.3.  

“Beneficiary” means the person, persons or trust designated by a Participant as direct or contingent beneficiary in the manner prescribed by the Administrator. The Beneficiary of a Participant who has not effectively designated a Beneficiary shall be the Participant's estate.

1.4.  

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

1.5.  

“Change of Control” means:

1.5.1  

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

1.5.2  

During any 12 month period, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 1.5.1, Section 1.5.3 or Section 1.5.4 hereof) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

1.5.3  

A merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 70% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

1.5.4  

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

1.6.  

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

1.7.  

“Company” means Crown Holdings, Inc.

1.8.  

“Director” means a member of the Board.

1.9.  

“Directors' Fees” means the cash fees paid to a Director for his service on the Board or any committee thereof.

1.10.  

“Participant” means a Director who elects to participate in the Plan in accordance with the terms and conditions of the Plan.

1.11.  

“Plan” means the Crown Holdings, Inc. Deferred Compensation Plan for Directors.

1.12.  

“Plan Year” means the calendar year.

1.13.  

“Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, beneficiary or “dependent” (as defined in Code Section 152, without regard to Code Section 152(b)(1), (b)(2) and (d)(1)(B)); loss of the Participant’s property due or casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

2.1.  

Eligibility.  Each non-employee Director who is entitled to Directors' Fees is eligible to elect to participate in the Plan.

2.2.  

Participation.  A Director who meets the eligibility requirements of Section 2.1 may elect to participate in the Plan by delivering to the Administrator a properly executed election in the form provided by the Administrator.

3.1.  

Deferral Election.  A Director who elects to become a Participant may elect to defer receipt of all, or any part, of his Directors' Fees for any Plan Year by delivering a properly executed electi