Edgar Filing: CROWN HOLDINGS INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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CROWN HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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Crown Holdings, Inc.

One Crown Way
Philadelphia, Pennsylvania 19154

---------------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
2003

---------------------------------

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of CROWN
HOLDINGS, INC. (the "Company") will be held at the Company's Office located at
One Crown Way, Philadelphia, Pennsylvania on the 24th day of April 2003 at 9:30
a.m. to elect Directors and to transact such other business as may properly come
before the Meeting.

The stock transfer books of the Company will not be closed prior to the
Meeting. Only Shareholders of Common Stock of record as of the close of business
on March 11, 2003 will be entitled to vote.

By Order of the Board of Directors

WILLIAM T. GALLAGHER
Senior Vice President, Secretary &
General Counsel

Philadelphia, Pennsylvania 19154
March 21, 2003

WE CORDIALLY INVITE YOU AND HOPE THAT YOU WILL ATTEND THE
MEETING IN PERSON, BUT, IF YOU ARE UNABLE TO ATTEND,
THE BOARD OF DIRECTORS REQUESTS THAT YOU SIGN THE PROXY
AND RETURN IT, WITHOUT DELAY, IN THE ENCLOSED ENVELOPE.

Crown Holdings, Inc.
One Crown Way
Philadelphia, Pennsylvania 19154
--------------------------------------------------------------------------------

PROXY STATEMENT - MEETING, April 24, 2003

To All Shareholders:

The accompanying Proxy is solicited by the Board of Directors of the
Company for use at the Annual Meeting of Shareholders to be held on April 24,
2003, and, if properly executed, shares represented thereby will be voted by the
named Proxies at such Meeting. The cost of soliciting proxies will be borne by
the Company. The Company has engaged D.F. King & Co., Inc. ("King") to assist in
the solicitation of proxies for a fee of $7,500 plus reimbursement for
out-of-pocket expenses and certain additional fees for services rendered by King
in connection with such solicitation. Certain Officers and employees of the
Company may also solicit proxies by mail, telephone, facsimile or in person
without any extra compensation. Any Shareholder giving a Proxy has the power to
revoke it at any time before it is voted by giving written notice of revocation
to the Secretary of the Company, by executing and delivering a later-dated
Proxy, or by voting in person at the Meeting.

The persons named as Proxies were selected by the Board of Directors of
the Company, and all are Officers of the Company.

The Annual Report for the year ended December 31, 2002, containing audited
financial statements, is being mailed to Shareholders contemporaneously with
this Proxy Statement, i.e., on or about March 21, 2003.

On February 28, 2003, there were 164,882,835 outstanding shares of Common
Stock, par value $5.00 per share ("Common Stock").

Shareholders of Common Stock of record as of March 11, 2003 are entitled
to vote at the Annual Meeting. Each share of Common Stock is entitled to one
vote. The presence, in person or by proxy, of Shareholders entitled to cast a
majority of votes will be necessary to constitute a quorum for the transaction
of business. Proxies solicited herein will be voted, and, if the person
solicited specifies by means of the ballot provided in the Proxy a choice with
respect to matters to be acted upon, the shares will be voted in accordance with
such specification. Votes withheld from Director nominees, abstentions and
broker non-votes will be counted in determining the presence of a quorum. Under
Pennsylvania law and the Company's By-Laws, votes withheld from Director
nominees, abstentions and broker non-votes are not considered to be "votes" and,
therefore, will not be given effect either as affirmative or negative votes.
Directors are elected by plurality vote. Other matters are determined by a
majority of the votes cast.

Other than as listed below, the Company has, to its knowledge, no other
beneficial owner of more than 5 percent of the Common Stock outstanding as of
February 28, 2003.

Security Ownership of Certain Beneficial Owners
Amount and Percentage of Common Stock of the Company
Owned Beneficially, Directly or Indirectly (1)
----------------------------------------------

Common
Name and Address of Beneficial Owner Shares %
------------------------------------ --------- ----
AXA Financial, Inc. and certain of its affiliates(2) 8,852,883 5.37%

-------------------------------------

(1) Based on information filed with the Securities and Exchange Commission.
Percentages are derived using the outstanding shares of Common Stock as of
February 28, 2003.

(2) AXA Conseil Vie Assurance Mutuelle, AXA Assurances I.A.R.D. Mutuelle and
AXA Assurances Vie Mutuelle, all located at 370, rue Saint Honore, 75001
Paris, France, and AXA Courtage Assurance Mutuelle, located at 26, rue
Louis le Grand, 75002 Paris, France, as a group act as parent holding
company of AXA, located at 25, avenue Matignon, 75008 Paris, France. AXA is
the parent holding company of AXA Financial, Inc., located at 1290 Avenue
of the Americas, New York, NY 10104, which in turn is the parent holding
company of Alliance Capital Management L.P., an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940. The
parent holding companies named above report that they may be deemed to be
the beneficial owners of the 8,852,883 shares of Common Stock for which
Alliance Capital Management L.P. has sole dispositive power, including
4,769,286 shares of Common Stock for which Alliance Capital Management L.P.
has sole voting power and 480,378 shares of Common Stock for which Alliance
Capital Management L.P. has shared voting power.

ELECTION OF DIRECTORS

The persons named in the Proxy shall vote the shares for the nominees
listed below, all of whom are now Directors of the Company, to serve as
Directors for the ensuing year or until their successors shall be elected. None
of the persons named as a nominee for Director has indicated that he or she will
be unable or will decline to serve. In the event that any of the nominees are
unable or decline to serve, which the Nominating Committee of the Board of
Directors does not believe will happen, the persons named in the Proxy will vote
for the remaining nominees and others who may be selected by the Nominating
Committee.

The By-Laws of the Company provide for a variable number of Directors from
10 to 18. The Board of Directors has currently fixed the number of Directors at
10. It is intended that the Proxies will be voted for the election of the 10
nominees named below as Directors. None of the nominees, during the last five
years, was involved as a defendant in any legal proceedings that could adversely
affect his or her capacity to serve as a member of the Board of Directors. The
principal occupations stated below are the occupations which the nominees have
had during the last five years.

The Board of Directors recommends that Shareholders vote FOR election of
each of the nominees named below. The names of the nominees and information
concerning them and their associations as of February 28, 2003, as furnished by
the nominees, follow. We regretfully inform the Shareholders that Mr. James L.
Pate, a member of the Board of Directors since 1999, died on January 18, 2003.

Year Became
Name Age Principal Occupation Director
---- --- -------------------- --------

Jenne K. Britell 60 Chairman and Chief Executive Officer of Structured Ventures; 2000
(b) former Executive Officer of several General Electric financial
services companies; also a Director of Lincoln National Corporation,
Aames Financial Corporation and U.S.-Russia Investment Fund

John W. Conway 57 Chairman of the Board, President and Chief Executive Officer; 1997
(a) also a Director of Constar International, West Pharmaceutical Services
and PPL Corporation

Arnold W. Donald 48 Chairman and Chief Executive Officer of Merisant Company; former 1999
(c) Senior Vice President of Monsanto Company; also a Director of
Oil-Dri Corporation of America, Belden, Carnival Corporation,
The Scotts Company and The Laclede Group

Marie L. Garibaldi 68 Former Associate Justice of the Supreme Court of New Jersey 2000
(b)

Hans J. Loliger 60 Vice Chairman of Winter Group; former Chief Executive Officer of SPICA 2001
(c), (d) Group; also a Director of AMTICO International, Fritz Meyer Holding,
Cronat Holding and List Holding

John B. Neff 71 Former Portfolio Manager of Wellington Management Company; 1999
(b), (d) also a Director of Greenwich Associates and Amkor Technology;
also on the Executive Board of Invemed Catalyst Fund

Thomas A. Ralph 62 Partner, Dechert LLP 1998

Hugues du Rouret 64 Chairman of Beaulieu Patrimoine; former Chairman and Chief Executive 2001
Officer of Shell France; also a Director of Gras Savoye and Banque
Saint-Olive

Alan W. Rutherford 59 Vice Chairman of the Board, Executive Vice President and Chief 1991
(a) Financial Officer; also a Director of Constar International

Harold A. Sorgenti 68 Managing Partner of Sorgenti Investment Partners; Chairman and 1990
(a), (c), (d) Chief Executive Officer of SpecChem International Holdings; former
Chief Executive Officer of Arco Chemical and former Chairman
of Freedom Chemical

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(a) Member of the Executive Committee
(b) Member of the Audit Committee
(c) Member of the Executive Compensation Committee
(d) Member of the Nominating Committee

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COMMON STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

Amount of Securities of the Company Percentage of
Name Owned Beneficially, Directly or Indirectly Outstanding Shares

William R. Apted (1) 205,876 *
Jenne K. Britell 47,636 *
John W. Conway (2) (3) 6,927,388 4.20%
Arnold W. Donald 46,443 *
Marie L. Garibaldi 28,443 *
Hans J. Loliger 25,917 *
Frank J. Mechura (4) 217,031 *
John B. Neff 131,443 *
Thomas A. Ralph 27,143 *
Hugues du Rouret 15,420 *
Alan W. Rutherford (3) (5) 6,706,762 4.07%
Harold A. Sorgenti 38,728 *
William H. Voss (6) 288,219 *
Directors and Executive
Officers as a Group of 15 (7) 9,199,162 5.58%
_______________________________________

* Less than 1%.

(1) Includes 205,876 shares of Common Stock subject to presently exercisable
options held by Mr. Apted.

(2) Includes 1,111,000 shares of Common Stock subject to presently exercisable
options held by Mr. Conway.

(3) Includes 5,740,815 shares of Common Stock held in the Crown Cork & Seal
Company, Inc. Master Retirement Trust on behalf of various Company pension
plans (the "Trust Shares"). Under the Master Retirement Trust, the Benefits
Plan Investment Committee (the "Investment Committee") has sole voting and
dispositive power with respect to the Trust Shares. As members of the
Investment Committee, Mr. Conway and Mr. Rutherford may be deemed to
beneficially own the Trust Shares. Mr. Conway and Mr. Rutherford disclaim
beneficial ownership of such shares.

(4) Includes 196,725 shares of Common Stock subject to presently exercisable
options held by Mr. Mechura.

(5) Includes 886,500 shares of Common Stock subject to presently exercisable
options held by Mr. Rutherford.

(6) Includes 278,125 shares of Common Stock subject to presently exercisable
options held by Mr. Voss.

(7) Includes 5,740,815 shares of Common Stock which may be deemed to be
beneficially owned by certain Directors and Executive Officers by virtue of
their membership on the Investment Committee of the Company Master
Retirement Trust and 2,909,226 shares of Common Stock subject to presently
exercisable options held by certain Directors and Executive Officers.

The Directors and Executive Officers of the Company have sole voting and
investment power in respect to the securities of the Company listed in the table
above, except as to the shares held in the aforementioned trust, with respect to
which the trustees have shared voting and investment power, and except as
otherwise noted.

The Company and its subsidiaries utilized the services of Dechert LLP
during 2002. Thomas A. Ralph, a Director of the Company, is a partner in that
law firm.

BOARD MEETINGS AND COMMITTEES

In 2002, there were seven meetings of the Board of Directors and one
meeting of the Executive Committee. Each incumbent Director of the Company
attended at least 75% of the aggregate meetings held by the Board of Directors
and by the Committees on which he or she served.

Directors who are not employees of the Company are paid $77,000 annually
as base Director's fees (of which $50,000 is paid in Company Common Stock valued
at market price when paid) and $1,000 per meeting attended. In addition, a
non-employee Director who is Chairperson of a Committee is paid $10,000
annually, while non-employee Director Committee members are paid $7,000
annually, with an attendance fee of $1,000 per meeting. In addition, each
non-employee Director first elected to the Board of Directors on or before April
26, 2001 has been granted 3,000 shares of Company Common Stock subject to
certain restrictions which lapse as to one-fifth of such shares each year over a
five-year period. The Company discontinued the Pension Plan for Outside
Directors as to future Directors elected after July 24, 1997. Non-employee
Directors first elected to the Board of Directors on or before July 24, 1997
continue to participate in the Company's Pension Plan for Outside Directors
which provides monthly retirement benefits equal to 1/12 of the sum of (x) 50%
of the base annual Director's fees paid to non-employee Directors and (y) 10% of
the base annual Director's fees for each full year of service in excess of five,
up to an annual maximum benefit of 100% of the base annual Director's fee.
Non-employee Directors may also participate in the Company's Deferred
Compensation Plan for Directors which permits Directors to defer receipt of all,
or any part, of their Director's fees, which deferred fees accrue interest at a
rate equal to the current interest rate on the Company's commercial paper.

In 2002, the Audit Committee had eight meetings. The Audit Committee
provides assistance to the Board of Directors in discharging its
responsibilities in connection with the oversight of the financial accounting
practices of the Company and the internal controls related thereto and
represents the Board of Directors in connection with the services rendered by
the Company's independent accountants. The Board of Directors has determined in
its business judgment that the Directors who serve on the Audit Committee are
all "Independent" as defined in the listing standards of the New York Stock
Exchange. The Board of Directors has adopted a written Audit Committee Charter.

The Audit Committee reviewed the fees of PricewaterhouseCoopers LLP, the
Company's independent accountants, for the fiscal years ended December 31, 2002
and December 31, 2001. (1) Audit Fees totaled $6,243,000 and $4,347,000 for the
years 2002 and 2001, respectively. These fees represent professional services
rendered for the audits of the consolidated financial statements of the Company,
statutory and subsidiary audits, issuance of comfort letters, consents and
assistance with

review of documents filed with the Securities and Exchange Commission. (2) Audit
Related Fees totaled $458,000 and $1,216,000 for the years 2002 and 2001,
respectively. These fees were for assurance and related services for employee
benefit plan audits, accounting consultations and audits in connection with
business divestitures. (3) Tax Fees totaled $1,233,000 and $766,000 for the
years 2002 and 2001, respectively. These fees were for tax compliance, including
the preparation of tax returns and claims for refunds; tax planning and advice,
including assistance with and representation in tax audits and appeals; and
advice related to divestitures. (4) All Other Fees totaled $158,000 and $161,000
for the years 2002 and 2001, respectively, and were for services rendered for
internal audit advice and systems security assessments. There were no fees
associated with financial information systems design and implementation for
either of the years 2002 or 2001. The Audit Committee has considered whether the
non-audit fees paid to PricewaterhouseCoopers LLP are compatible with
maintaining their independence as accountants.

In 2002, the Executive Compensation Committee met two times. The Executive
Compensation Committee is responsible for the review of the executive
compensation program.

There were no meetings of the Nominating Committee in 2002. The Nominating
Committee is responsible for recruiting and recommending for membership on the
Board of Directors candidates to fill vacancies that may occur. In recommending
candidates to the Board of Directors, the Nominating Committee seeks persons of
proven judgment and experience. Shareholders who wish to suggest qualified
candidates may write, via Certified Mail-Return Receipt Requested, to the Office
of the Secretary, Crown Holdings, Inc., One Crown Way, Philadelphia, PA 19154,
stating in detail the qualifications of the persons they recommend. Shareholders
must include a letter from each nominee affirming that he or she will agree to
serve as a director of the Company if elected by Shareholders. However, through
its own resources, the Committee expects to be able to identify an ample number
of qualified candidates. See "Proposals of Shareholders" for information on
bringing nominations for the Board of Directors at the 2004 Annual Meeting.

EXECUTIVE COMPENSATION

The following table sets forth certain information regarding compensation
earned during each of the Company's last three fiscal years by the Company's
five Executive Officers who were the highest paid during 2002:

Summary Compensation Table

Annual Compensation Long Term Compensation
---------------------------------------- ------------------------
Shares of
Other Common
Name & Principal Annual Stock Restricted
Position Compens- Underlying Stock All Other
Year Salary Bonus ation(1)(2) Options Awards Compensation(3)
($) ($)00 ($) (#) (#) ($)
----------------------------------------------------------------------------------------------------------------

John W. Conway 2002 765,000 826,200 -- 350,000 -- 18,311
- Chairman of the Board, 2001 737,500 590,000 -- 690,000 -- 17,861
President and 2000 600,000 -- -- 229,500 20,000(4) 17,861
Chief Executive Officer

Alan W. Rutherford 2002 455,000 368,550 -- 300,000 -- --
- Vice Chairman of the Board, 2001 455,000 273,000 -- 540,000 -- 2,550
Executive Vice President and 2000 455,000 -- -- 139,000 20,000(4) 2,550
Chief Financial Officer

William R. Apted 2002 325,000 175,500 141,451 150,000 -- --
- President - European 2001 325,000 130,000 99,860 120,000 -- --
Division 2000 248,000 -- 61,292 35,188 -- --

Frank J. Mechura 2002 325,000 164,125 -- 150,000 -- 11,522
- President - Americas 2001 325,000 122,996 -- 120,000 -- 11,072
Division 2000 257,500 16,097 -- -- 11,072

William H. Voss 2002 275,000 148,500 209,579 100,000 -- 23,067
- President - Asia-Pacific 2001 275,000 110,000 207,438 100,000 -- 22,798
Division 2000 275,000 -- 211,132 -- -- 22,798

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(1) The amount of perquisite and other personal benefits for Messrs. Conway,
Rutherford and Mechura did not exceed the lesser of $50,000 or 10% of the
total of annual salary plus bonus.

(2) Nearly all of the amounts listed for Messrs. Apted and Voss were paid in
respect of their overseas service in Paris and Singapore, respectively,
including overseas housing expense allowances to Mr. Apted of $52,327 in
2002, $51,087 in 2001 and $38,100 in 2000 and to Mr. Voss of $90,098 in
2002, $81,275 in 2001 and $72,500 in 2000 and also including U.S. tax
equalization payments by the Company for Mr. Apted of $48,093 in 2002 and
$14,634 in 2001 and for Mr. Voss of $55,373 in 2002, $44,464 in 2001 and
$58,932 in 2000.

(3) The amounts shown in this column for Mr. Conway represent $15,311 of life
insurance premiums in each of 2002, 2001 and 2000 and $3,000, $2,550 and
$2,550 contributed to the 401(k) Retirement Savings Plan in such years; for
Mr. Rutherford represent amounts contributed to the 401(k) Retirement
Savings Plan; for Mr. Mechura represent $8,522 of life insurance premiums
in each of 2002, 2001 and 2000 and $3,000, $2,550 and $2,550 contributed to
the 401(k) Retirement Savings Plan in such years; and for Mr. Voss
represent $20,248 of life insurance premiums in each of 2002, 2001 and 2000
and $2,819, $2,550 and $2,550 contributed to the 401(k) Retirement Savings
Plan in such years. Any benefits paid pursuant to the above referenced
insurance policies are credited against amounts payable to the Executive
Officer under the Senior Executive Retirement Plan.

(4) Each of Messrs. Conway and Rutherford received grants of 20,000 shares of
restricted Company Common Stock, each award having a grant date value of
$231,200. These shares vested in 2001.

Effective January 3, 2000, the Company entered into employment agreements
with John W. Conway and Alan W. Rutherford (the "Executives") which provided for
them to serve in their positions at their annual base salaries in effect in
2000. In each case, the base salary is reviewed and may be increased in
accordance with the Company's regular compensation review policy. The agreements
are for a continuous five-year period with automatic one-year extensions each
year and will terminate at age 65. Each of the Executives shall have the
opportunity to receive an annual bonus under the Company's Management Incentive
Plan and awards under the Company's Stock-Based Incentive Compensation Plans
commensurate with each Executive's position with the Company. The agreements
also entitle each of the Executives to participate in the Company's qualified
retirement plans, Senior Executive Retirement Plan and other employee benefit
plans and programs in accordance with the terms of those plans and programs.

Each of the Executives agreed that, during his employment and for two
years thereafter, he shall not compete with the Company or solicit Company
employees to terminate employment with the Company. The Company may waive the
Executive's non-competition restriction if the Executive gives up his right to
certain payments payable upon the termination of his employment under the
employment agreement.

Under the agreements, if an Executive's employment is terminated because
of death or disability, the Company shall pay the Executive (or his estate, if
applicable), his base salary through the date of termination, continued base
salary through the calendar year in which the termination occurs, and any vested
retirement, incentive or other benefits. If an Executive's employment terminates
because of his retirement, the Company shall pay to the Executive his base
salary through his date of retirement and any vested retirement, incentive or
other benefits. If an Executive's employment with the Company is terminated for
"Cause" (as defined in the employment agreements), the Company shall pay to the
Executive only the base salary owed through his date of termination and his
vested retirement, incentive or other benefits. If an Executive's employment is
terminated by the Company without Cause or by the Executive for "Good Reason"
prior to a "Change in Control" (as defined in the employment agreements), in
addition to the Executive's base salary through the date of termination, the
Company shall pay to the Executive a lump sum payment equal to the sum of (i)
his expected annual bonus payment, (ii) any previously earned bonus payment and
(iii) an amount equal to three times the sum of the Executive's base salary and
his average bonus over the prior three years. The Company shall also pay to the
Executive any vested retirement, incentive or other benefits and shall continue
to provide the Executive with health benefits. If an Executive's employment is
terminated by the Company without Cause or by the Executive for Good Reason
during the one year period following a Change in Control, the Executive will be
entitled to the same payments and benefits described in the two preceding
sentences, and all stock options granted to such Executive by the Company will
become fully vested and immediately exercisable. If an Executive voluntarily
terminates his employment without Good Reason, the Company shall pay to the
Executive his base salary through his date of termination, a pro-rated annual
bonus for the year of termination, and any vested retirement, incentive or other
benefits.

To the extent an Executive would be subject to the excise tax under
Section 4999 of the Internal Revenue Code on the amounts or benefits to be
received from the Company and required to be included in the calculation of
parachute payments for purposes of Sections 280G and 4999 of the Internal
Revenue Code, the Company will pay to the Executive an additional amount so that
the Executive will receive the full amount owed to him under his employment
agreement, without regard to the excise tax or any other taxes imposed on the
additional payment.

Frank J. Mechura borrowed $50,000 on June 19, 1997 and $65,000 on June 3,
2002 from the Company in connection with relocation and housing. The loans are
payable on demand and accrue interest at the prime rate. Principal and accrued
interest totaled $138,574 as of February 28, 2003.

Option Grants In Last Fiscal Year

The Company's 1997 Stock-Based Incentive Compensation Plan and 2001
Stock-Based Incentive Compensation Plan are administered by the Executive
Compensation Committee of the Board of Directors. The following table provides
information related to Stock Options granted under these plans in the last
fiscal year to the five Named Executive Officers.

Number of % of Total
Securities Underlying Option Shares
Options Granted Granted to Employees Exercise Price Expiration Grant Date
(A) (B) in Fiscal Year Per Share (C) Date Present Value (D)
-------------------- -------------------- -------------- ---------- -----------------

John W. Conway 350,000 19.23% $5.30 02/21/12 $1,028,930
Alan W. Rutherford 300,000 16.48% 5.30 02/21/12 881,940
William R. Apted 150,000 8.24% 5.30 02/21/12 440,970
Frank J. Mechura 150,000 8.24% 5.30 02/21/12 440,970
William H. Voss 100,000 5.49% 5.30 02/21/12 293,980
-------------------------------------------------------

(A) All options were non-statutory options, have an exercise price equal to the
fair market value of the Company Common Stock on the date of grant, vest in
25% increments every six months starting six months after the grant date,
and have a term of ten years.

(B) The Executive Compensation Committee administering the 1997 Stock-Based
Incentive Compensation Plan and the 2001 Stock-Based Incentive Compensation
Plan has the discretion, subject to plan limits, to modify terms of
outstanding options and, subject to shareholder approval, to reprice the
options.

(C) The exercise price and tax withholding obligation related to exercise shall
be paid either in cash or by delivery of already-owned shares valued at
fair market value on the date of exercise.

(D) The Grant Date Present Value was determined using the Black-Scholes option
pricing model. The following assumptions were used to estimate the Grant
Date Present Value: dividend yield of 0%, risk-free interest rate of 2.39%,
estimated volatility of Company Common Stock of 74.5% and estimated average
expected option term of the shorter of the term of the option or four
years. This valuation model was not adjusted for risk of forfeiture. It is
important to note that options will have value to the Named Executive
Officers and other recipients only if the stock price advances beyond the
grant date exercise price shown in the table during the effective option
period.

Aggregated Option Exercises in the Last Fiscal Year and Fiscal Year-End Option Values

Value of Unexercised
Number of Securities In-The-Money Options
Number of Value Underlying Unexercised at 12/31/02 (2)
Shares Acquired Realized (1) Options at 12/31/02 Exercisable/Unexercisable
Upon Exercise ($) Exercisable/Unexercisable ($)
-------------- -------------- ------------------------- ------------------------

John W. Conway 1990 Plan 0 0 10,000 / 0 0 / 0
1994 Plan 0 0 87,000 / 0 0 / 0
1997 Plan 0 0 514,250 / 152,250 58,650 / 58,650
2001 Plan 0 0 317,500 / 492,500 1,082,875 / 1,546,625

Alan W. Rutherford 1990 Plan 0 0 28,500 / 0 0 / 0
1994 Plan 0 0 110,000 / 0 0 / 0
1997 Plan 0 0 348,000 / 115,000 45,900 / 45,900
2001 Plan 0 0 255,000 / 405,000 864,750 / 1,262,250

William R. Apted 1990 Plan 0 0 11,250 / 3,750 0 / 0
1994 Plan 0 0 7,688 / 0 0 / 0
1997 Plan 0 0 96,188 / 167,188 17,850 / 17,850
2001 Plan 0 0 25,000 / 25,000 191,875 / 390,625

Frank J. Mechura 1990 Plan 0 0 15,000 / 5,000 0 / 0
1994 Plan 0 0 24,000 / 0 0 / 0
1997 Plan 0 0 67,100 / 135,625 10,200 / 10,200
2001 Plan 0 0 40,000 / 40,000 247,375 / 446,125

William H. Voss 1990 Plan 0 0 56,625 / 17,875 0 / 0
1994 Plan 0 0 41,000 / 0 0 / 0
1997 Plan 0 0 108,000 / 110,000 12,750 / 12,750
2001 Plan 0 0 25,000 / 25,000 158,750 / 291,250

-------------------------------------------------------

(1) Value Realized is the difference between the price of the Company Common Stock on the date exercised and the option
exercise price.

(2) Value of the Unexercised Options is the difference between the closing market price on December 31, 2002 of the Company
Common Stock and the option exercise price.

Retirement Program

The Company maintains a Salaried Pension Plan ("Pension Plan") for certain
eligible employees in the United States meeting minimum eligibility requirements
in which four Named Executive Officers (Messrs. Conway, Rutherford, Mechura and
Voss) participate. The Pension Plan is designed and administered to qualify
under Section 401(a) of the Internal Revenue Code of 1986, as amended. The
Pension Plan provides normal retirement benefits at age 65 based on the average
of the five highest consecutive years of earnings in the last ten years. For
purposes of the Pension Plan, earnings consist of salary excluding any bonus.
These average earnings are multiplied by 1.25%. This result is then multiplied
by years of service, which yields the annual Company-funded pension benefit.
Under federal law for 2003, benefits from a qualified retirement plan are
limited to $160,000 per year and may be based only on the first $200,000 of an
employee's annual earnings. The benefits payable under the Pension Plan are
generally not subject to reduction for Social Security or other offset amounts.

For illustration purposes, the following table shows estimated maximum
annual Company-funded retirement benefits payable from the Pension Plan to
employees who retire at age 65, assuming the employees receive their benefit as
a single life annuity, without survivor benefits:

Final Years of Service
Average
Earnings 25 30 35 40 45
---------------------------------------------------------------------------------------------------------------

$50,000 $15,625 $18,750 $21,875 $ 25,000 $ 28,125
100,000 31,250 37,500 43,750 50,000 56,250
150,000 46,875 56,250 65,625 75,000 84,375
200,000 62,500 75,000 87,500 100,000 112,500
and above

The Company also maintains the Senior Executive Retirement Plan ("SERP")
in which nine key executives, including the five above-Named Executive Officers,
participate. In general, the annual benefit for executives eligible to
participate in the SERP is based upon a formula equal to (i) 2.25% of the
average of the five highest consecutive years of earnings times years of service
up to twenty years plus (ii) 1.67% of such earnings for the next fifteen years
plus (iii) 1% of such earnings for years of service beyond thirty-five less (iv)
Social Security old-age benefits and the Company-funded portion of the
executive's Pension Plan benefits and 401(k) Retirement Savings Plan benefits.
Based upon the above, the annual benefit, estimated as of December 31, 2002,
under the SERP at retirement at age 65, assuming annual salary increases of 5%,
would be $1,412,401 for Mr. Conway, $689,444 for Mr. Rutherford, $391,509 for
Mr. Apted, $487,606 for Mr. Mechura and $309,646 for Mr. Voss.

Participants in the SERP may elect to take all or part of their annual
retirement benefit in a lump sum at retirement, the amount of which is
determined by present valuing the actuarially determined future annual payments.
The SERP also provides a lump-sum death benefit of five times the annual
retirement benefit and subsidized survivor benefits.

SERP participants vest in their benefits at the earliest of five years of
participation, specified retirement dates, total disability or employment
termination (other than for cause) after a change in control of the Company. A
"change in control" under the SERP occurs if: 1) a person (other than a Company
employee benefit plan) becomes the beneficial owner of 25% or more of the voting
power of the Company; 2) over a two year period Directors at the beginning of
the period and new Directors approved by such Directors cease to constitute a
majority of the Board; or 3) the Shareholders approve certain mergers or
consolidations, a sale of substantially all of the Company's assets or a
complete liquidation of the Company.

Years of service credited under the Pension Plan and the SERP for the
above-Named Executive Officers are: Mr. Conway - 28 years, Mr. Rutherford - 29
years, Mr. Apted - 6 years, Mr. Mechura - 35 years and Mr. Voss - 33 years.

COMPARATIVE STOCK PERFORMANCE
Comparison of Five-Year Cumulative Total Return (a)
Crown Holdings, S&P 500 Index, Dow Jones "Containers & Packaging" Index (b)

Five Year Comparison
(The Performance Graph appears here. See the table below for plot points.)

Fiscal Year Ended December 31,
1997 1998 1999 2000 2001 2002

Crown Cork & Seal 100 63 48 18 6 19
S&P 500 Index 100 129 156 141 125 97
Dow Jones "Containers & Packaging" Index 100 90 86 56 70 75

(a) Assumes that the value of the investment in Crown Holdings Common Stock and
each index was $100 on December 31, 1997 and that all dividends were
reinvested.

(b) Industry index is weighted by market capitalization and is comprised of
Crown Holdings, Aptargroup, Ball, Bemis, Chesapeake, Owens-Illinois,
Packaging Corp. of America, Pactiv, Sealed Air, Smurfit-Stone Container,
Sonoco Products and Temple-Inland.

EXECUTIVE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Executive Compensation Committee of the Board of Directors is composed
entirely of independent directors and is responsible for establishing and
administering the executive compensation program at Crown Holdings, Inc. We
submit this report to Shareholders describing both the principles under which
the program is administered and the decisions that directly impacted the Chief
Executive Officer during 2002.

Principles

Our guiding principle is to provide a program that enables the Company to
retain and motivate a team of high quality executives who will create long-term
value for the Shareholders. We do this by:

o developing an ownership-oriented program that rewards for long-term
improvement in total Shareholder return;

o integrating all facets of the executive compensation program with the
Company's short and long-term objectives and strategies;

o regularly commissioning studies of competitive pay practices within
the container industry and other manufacturing companies to ensure pay
opportunities are generally within competitive norms; and

o working with independent management consultants to monitor the
effectiveness of the entire program.

In order to improve the Company's performance and shareholder value, we
must continue to motivate existing management as well as attract and retain
experienced managers at all levels in the Company. We believe our program is
closely aligned with sustained improvement in Company performance and increased
Shareholder value in all economic conditions. The specific components of the
program are described below.

Base Salaries - In order to attract and retain high quality executives, we
endeavor to maintain senior executive salaries within the competitive market
rates as defined by the container and manufacturing industries. The competitive
market includes, but is not limited to, companies of Crown Holdings' size in the
container, non-durable manufacturing and general industry segments.

Annual Incentive Bonus Awards - The Management Incentive Plan calls for
the achievement of the Company's targets. In 2002, the Plan called for the
Company to achieve substantially improved free cash flow to reduce debt levels
in the Company.

Long Term Incentives - The Committee believes that stock options, and
other stock-based incentives, are an important link between the executive and
Shareholder interests, and it is for that reason that grants have always been a
part of the executive compensation program. The program administered by the
Committee offers annual grants that vary in size based on the Company's and the
executive's performance. As part of its ongoing review of the competitiveness
and effectiveness of the Company's executive compensation programs, the
Committee annually evaluates the components of the compensation system as well
as the desired mix of compensation among these components. The Committee
believes that a substantial portion of the compensation paid to the Company's
executives should be at risk contingent on the Company's operating and market
performance. Consistent with this philosophy, the Committee will continue to
place significant emphasis on stock-based compensation and performance measures,
in an effort to more closely align compensation with Shareholder interests and
to increase executives' focus on the Company's long-term performance.

In summary, the Committee believes that its role in administering the
executive compensation program is critical to the objective of driving
performances to the ultimate benefit of the Shareholders. Base salaries need to
be within competitive norms so that executives will be attracted, retained and
motivated to fulfill their roles and responsibilities over the long-term. Annual
incentive bonus awards deliver the message that competitive pay is received only
when earnings and other strategic goals are achieved. In addition, benefits
realized from long term incentives, in the form of annual stock option grants,
require continuous improvement in value created for the Shareholder.

Specific Decisions Impacting Compensation for the Chairman and Chief Executive
Officer

Based on the policies and practices described above, Mr. Conway's base
salary was increased to $765,000 on March 1, 2001 and remained the same during
2002; a bonus of $826,200 was earned as a part of the 2002 Management Incentive
Plan; and options to purchase 350,000 shares of Common Stock were granted during
the year.

Mr. Conway continued to implement the plans which were initiated in 2001
and 2002 with great success. Profitability improved in all divisions due to
pricing initiatives which became effective during the year. The Company
continued with its asset disposal program and completed a successful initial
public offering for the Company's plastic-bottle subsidiary Constar
International in November 2002. This, along with other divestitures earlier in
the year, raised net proceeds of $661 million which went to reduce debt. The
Company continued to reduce working capital during 2002 and improved free cash
flow as a result. All these actions resulted in net debt being reduced by $1.2
billion or almost 25% in the year 2002. In early 2003 the Company was able to
successfully return to the financial markets and refinanced its debt giving the
Company a stable capital structure with no significant near-term maturities.

Section 162(m) of the Internal Revenue Code generally disallows a
deduction for annual compensation to a public company's chief executive officer
and any of the four other most highly compensated officers in excess of
$1,000,000, unless such compensation is "performance based" as defined under
Section 162(m). A portion of Mr. Conway's 2002 compensation exceeded the
threshold. Because the Company's costs in realizing tax benefits under Section
162(m) may outweigh those benefits, the Committee intends to maintain
flexibility to pay compensation that is not entirely deductible when sound
direction of the Company would make that advisable. All stock options granted in
2002 to Crown executive officers are "performance based."

This report is respectfully submitted by the members of the Executive
Compensation Committee of the Board of Directors.

Harold A. Sorgenti, Chairman
Arnold W. Donald
Hans J. Loliger

AUDIT COMMITTEE REPORT

The Audit Committee provides assistance to the Board of Directors by its
oversight of the financial accounting practices of the Company and the internal
controls related thereto and represents the Board of Directors in connection
with the services rendered by the Company's independent accountants.

In fulfilling its responsibilities, the Audit Committee has reviewed and
discussed the audited financial statements for the fiscal year ended December
31, 2002 with the Company's management and its independent accountants.
Management is responsible for the financial statements and the reporting
process, including the system of internal controls, and has represented to the
Committee that such financial statements were prepared in accordance with
generally accepted accounting principles. The Company's independent accountants,
PricewaterhouseCoopers LLP, are responsible for expressing an opinion as to
whether the financial statements fairly present the financial position, results
of operations and cash flows of the Company in accordance with generally
accepted accounting principles in the United States. PricewaterhouseCoopers LLP
has informed the Committee that they have given such an opinion with respect to
the audited financial statements for the fiscal year ended December 31, 2002.

The Audit Committee discussed with the independent accountants the matters
required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended. In addition, the Committee has
discussed with the independent accountants the accountants' independence from
the Company and its management, including the matters in the written disclosures
and letter which were received by the Committee from the independent accountants
as required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, as amended.

Based on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002.

This report is respectfully submitted by the members of the Audit
Committee of the Board of Directors.

John B. Neff, Chairman
Jenne K. Britell
Marie L. Garibaldi

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Directors, Executive Officers and persons who own more than 10% of a
registered class of the Company's equity securities to file initial reports of
ownership and reports of changes in ownership with the Securities and Exchange
Commission (the "SEC") and the New York Stock Exchange. Such persons are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.

Based solely on the review of the copies of SEC forms received by the
Company with respect to fiscal year 2002, or written representations from
reporting persons, the Company believes that its Directors and Executive
Officers have complied with all applicable filing requirements, except that,
because of an administrative error, James L. Pate, a Director of the Company who
died on January 18, 2003, was late in filing a Form 4 reporting his sale on
December 24, 2002 of 200 shares of Common Stock in connection with the
liquidation of two trusts established for his grandchildren. The disposition of
these shares was reported on his Form 4 filed on January 3, 2003.

PROPOSALS OF SHAREHOLDERS

In order to be considered for inclusion in the Proxy Statement for the
2004 Annual Meeting of the Company, any Shareholder proposal intended to be
presented at the meeting, in addition to meeting the shareholder eligibility and
other requirements of the SEC rules governing such proposals, must be received
in writing, via Certified Mail - Return Receipt Requested, by the Office of the
Secretary, Crown Holdings, Inc., One Crown Way, Philadelphia, Pennsylvania 19154
not later than November 21, 2003. In addition, the Company's By-Laws currently
provide that a Shareholder of record at the time that notice of the meeting is
given and who is entitled to vote at the meeting may bring business before the
meeting or nominate a person for election to the Board of Directors if the
Shareholder gives timely notice of such business or nomination. To be timely,
and subject to certain exceptions, notice in writing to the Secretary must be
delivered or mailed, via Certified Mail-Return Receipt Requested, and received
at the above address not less than 90 days nor more than 120 days prior to the
first anniversary of the preceding year's annual meeting. The notice must
describe various matters regarding the nominee or proposed business. Any
Shareholder desiring a copy of the Company's By-Laws will be furnished one copy
without charge upon written request to the Secretary.

RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS

The firm of PricewaterhouseCoopers LLP is the independent accountant for
the most recently completed fiscal year and has been selected by the Audit
Committee of the Board of Directors to continue in that capacity for the current
year. PricewaterhouseCoopers LLP performs annual audits of the Company's
financial statements and assists the Company in the preparation of various tax
returns around the world. A representative or representatives of
PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting and
will have the opportunity to make a statement if they desire to do so. Such
representatives are also expected to be available to respond to questions raised
orally at the Meeting or submitted in writing to the Office of the Secretary of
the Company before the Meeting.

OTHER MATTERS

The Board of Directors knows of no other matter that may be presented for
Shareholders' action at the Meeting, but if other matters do properly come
before the Meeting, or if any of the persons named above to serve as Directors
are unable to serve, it is intended that the persons named in the Proxy or their
substitutes will vote on such matters and for other nominees in accordance with
their best judgment.

The Company will file its 2002 Annual Report on Form 10-K with the
Securities and Exchange Commission on or before March 31, 2003. A copy of the
Report, including the financial statements and schedules thereto and a list
describing all the exhibits not contained therein, may be obtained without
charge by any Shareholder after March 31, 2003. Requests for copies of the
Report should be sent to: Senior Vice President - Finance, Crown Holdings, Inc.,
One Crown Way, Philadelphia, Pennsylvania 19154.

WILLIAM T. GALLAGHER
Senior Vice President, Secretary &
General Counsel

Philadelphia, Pennsylvania 19154
March 21, 2003

CROWN HOLDINGS, INC.
One Crown Way, Philadelphia, PA 19154
PROXY FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON APRIL 24, 2003

The undersigned hereby appoints John W. Conway, Alan W. Rutherford and William
T. Gallagher as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated on the reverse
side, all the shares of stock of Crown Holdings, Inc. held of record by the
undersigned on March 11, 2003 at the Annual Meeting of Shareholders to be held
on April 24, 2003 or any adjournments thereof, for the items shown below and in
any other matter that may properly come before the Meeting:

P
R
O
X
Y

1. FOR the election of a Board of ten Directors:

Jenne K. Britell, John W. Conway, Arnold W. Donald, Marie L. Garibaldi,
Hans J. Loliger, John B. Neff, Thomas A. Ralph, Hugues du Rouret,
Alan W. Rutherford and Harold A. Sorgenti.

(change of address/comments)

------------------------------------------------------------------------

(If you have written in the above space, please mark the corresponding box on
the reverse side.)

You are encouraged to specify your choices by marking the appropriate box (SEE
REVERSE SIDE), but you need not mark any box if you wish to vote in accordance
with the Board of Directors' recommendations. THE PROXIES CANNOT VOTE YOUR
SHARES UNLESS YOU SIGN AND RETURN THIS CARD.

------------------
|SEE REVERSE SIDE|
------------------

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[LOGO] CROWN HOLDINGS, INC.

The 2003 Annual Meeting of Shareholders will be held on
April 24, 2003 at 9:30 a.m. at our offices:

Crown Holdings, Inc.
One Crown Way
Philadelphia, PA 19154-4599
Main Phone: (216) 698-5100

For directions to Annual Meeting, see reverse side.

x Please mark your
votes as in this
example.

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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
This proxy, when properly executed, will be voted in the manner directed herein
by the Shareholder. If no direction is made, this proxy will be voted "FOR"
Proposal 1.

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The Board of Directors recommends a vote for Proposal 1.

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FOR WITHHELD
1. Election of Directors (See Reverse Side) [ ] [ ]

For, except vote withheld from the following nominee(s):

------------------------------------------------------------------------

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If you receive more than one Annual Report at the
address set forth on the proxy card and have no [ ]
need for the extra copy, please check the box at
the right. This will not affect the distribution
of proxy materials.

MARK HERE FOR ADDRESS
CHANGE AND NOTE ON [ ]
REVERSE SIDE

SIGNATURE(S)

------------------------------------------------------------------------
DATE

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Note: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.

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