SECOND AMENDMENT
TO
SENIOR EXECUTIVE
EMPLOYMENT AGREEMENT
This is the Second Amendment (the “ Second Amendment
”) to the Employment Agreement (the “ Agreement
”), effective May 3, 2007, between Crown Holdings, Inc.,
(the “ Company ”), and Alan W. Rutherford (the
“ Executive ”).
WHEREAS, the Executive is currently employed by the Company as its
Executive Vice President and Chief Financial Officer.
WHEREAS, the Executive has elected to voluntarily retire from the
Company during 2009 in accordance with Section 5.3 of the
Agreement.
WHEREAS, in order to facilitate an orderly transition, the
Executive has agreed to step-down as the Company’s Chief
Financial Officer and to continue his employment as Executive Vice
President until his retirement.
WHEREAS, the Executive acknowledges and agrees that his voluntary
decision to step down as Chief Financial Officer does not
constitute Good Reason under the Agreement.
NOW THEREFORE, in accordance with Section 12 of the Agreement and
in consideration of the promises and the mutual covenants contained
herein and intending to be
