0000950168-03-000547 Sample Contracts

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • February 26th, 2003 • Crown Cork & Seal Co Inc • Metal cans

This AGREEMENT AND PLAN OF MERGER, dated as of February 24, 2003 (the “Plan”), is entered into by and among Crown Cork & Seal Company, Inc., a Pennsylvania corporation (“CCK” and after the Effective Time, the “Surviving Corporation”), Crown Holdings, Inc., a Pennsylvania corporation (“Crown Holdings”), and Crown Merger Sub, Inc., a Pennsylvania corporation (“Merger Sub”).

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AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • February 26th, 2003 • Crown Cork & Seal Co Inc • Metal cans • Pennsylvania

THIS AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT (the “Rights Agreement”) dated as of May 25, 2000, by and between Crown Cork & Seal Company, Inc., a Pennsylvania corporation (the “Company”), and Equiserve Trust Company, N.A., successor to First Chicago Trust Company of New York, as Rights Agent (the “Rights Agent”) is entered into this 24th day of February, 2003 by and between the Company and the Rights Agent.

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