CROWN HOLDINGS INC
EXHIBIT 10.Q
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<TYPE>EX-10
<SEQUENCE>25
<FILENAME>exhibit10-q.txt
<DESCRIPTION>EXHIBIT 10.Q
<TEXT>


                                 Amendment No. 3
                                 ---------------

                         CROWN CORK & SEAL COMPANY, INC.
                         -------------------------------
                  1997 STOCK-BASED INCENTIVE COMPENSATION PLAN
                  --------------------------------------------

         Pursuant to the power reserved to it in Section 11 of the Crown Cork &
Seal Company, Inc. 1997 Stock-Based Incentive Compensation Plan ("Plan"), the
Board of Directors of Crown Cork & Seal Company, Inc. hereby amends the Plan,
effective January 1, 2003, as follows:

         Section 8.6 is hereby amended in its entirety to read as follows:

         "Payment of Option Price: The Committee shall establish the
         time and the manner in which an Option may be exercised. The
         option price with respect to 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 from the
         Holder, (ii) in cash 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 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 (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 originally imposed
         on the Restricted Stock exchanged therefor."

                                * * * * * *

         To record the adoption of this Amendment No. 3 to the Plan, Crown Cork
& Seal Company, Inc. has authorized its officers to affix its corporate name and
seal effective as of January 1, 2003.


[CORPORATE SEAL]                           CROWN CORK & SEAL COMPANY, INC.



Attest: ______________________              By: ______________________________
                                            Title:



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