FORM 8-K. CROWN HOLDINGS, INC. (Exact name of registrant as specified in its charter)

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1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2008 CROWN HOLDINGS, INC. (Exact name of registrant as specified in its charter) Pennsylvania (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) One Crown Way, Philadelphia, PA (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (Former name or former address, if changed since last report)

2 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR e-4(c)) TABLE OF CONTENTS Item DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS SIGNATURE Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On December 11, 2008, Crown Holdings, Inc. (the "Company") announced that Alan W. Rutherford, 65, has decided to step down as Chief Financial Officer effective immediately. Timothy J. Donahue, 46, has been promoted to Executive Vice President and Chief Financial Officer of the Company effective immediately. Mr. Rutherford will continue as Vice Chairman of the Board of Directors and as Executive Vice President of the Company. Mr.

3 Rutherford expects to retire as Executive Vice President at the end of March 2009, but will remain as a member of the Company's Board of Driectors after his retirement. Mr. Donahue was formerly Senior Vice President - Finance of the Company, a position he had held since As a result of the changes noted above, the Company has amended the employment agreements of Mr. Rutherford and Mr. Donahue. Copies of the amendments are filed as exhibits to this Report and incorporated by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Ex Second amendment to the employment contract, dated May 3, 2007, between Crown Holdings, Inc. and Alan W. Rutherford, dated as of December 11, Ex.10.2 Second amendment to the employment contract, dated May 3, 2007, between Crown Holdings, Inc. and Timothy J. Donahue, dated as of December 11, SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CROWN HOLDINGS, INC. By: /s/ Thomas A. Kelly Thomas A. Kelly Vice President and Corporate Controller Dated: December 15, 2008

4 EXHIBIT 10.1 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 ). Officer. WHEREAS, the Executive is currently employed by the Company as its Executive Vice President and Chief Financial 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 legally bound hereby, the parties agree as follows: 1. Section 2 of the Agreement is hereby amended in its entirety to read as follows: Position and Duties. The Company agrees to continue to employ the Executive and the Executive hereby agrees to continue to be employed by the Company, upon the terms, conditions and limitations set forth in this Agreement. The Executive shall serve as the Company s Executive Vice President, with the customary duties, authorities and responsibility of such position of a publicly-traded corporation and such other duties, authorities and responsibility (a) as have been agreed upon by the Company and the Executive or (b) as may from time to time be delegated to the Executive by the Board as are consistent with such position. The Executive agrees to perform the duties and responsibilities called for hereunder to the best of his ability and to devote his full time, energies and skills to such duties, with the understanding that he may participate in charitable and similar activities and may have business interests in passive investments which may, from time to time, require portions of his time, but such activities shall be done in a manner consistent with his obligations hereunder. Other than as modified by this Second Amendment, the Agreement is ratified and affirmed in all respects, including with respect to the Executive s current level of compensation and benefits, and shall remain in full force and effect subject to the terms thereof. IN WITNESS WHEREOF, the parties hereto have duly executed this Second Amendment effective as of December 11, Crown Holdings, Inc. /s/ John W. Conway Executive /s/ Alan W. Rutherford Alan W. Rutherford

6 EXHIBIT 10.2 SECOND AMENDMENT TO 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 Timothy J. Donahue (the Executive ). WHEREAS, the Executive has been promoted to the position of Chief Financial Officer and the Company desires to assure itself of the continued employment of the Executive with the Company. NOW THEREFORE, in accordance with Section 11 of the Agreement and in consideration of the promises and the mutual covenants contained herein and intending to be legally bound hereby, the parties agree as follows: 1. Section 2 of the Agreement is hereby amended in its entirety to read as follows: Position and Duties. The Company agrees to continue to employ the Executive and the Executive hereby agrees to continue to be employed by the Company, upon the terms, conditions and limitations set forth in this Agreement. The Executive shall serve as the Company s Chief Financial Officer, with the customary duties, authorities and responsibility of such position of a publicly-traded corporation and such other duties, authorities and responsibility (a) as have been agreed upon by the Company and the Executive or (b) as may from time to time be delegated to the Executive by the Board, the Chairman of the Board, the Vice Chairman of the Board, the Company s Chief Executive Officer or any other executive to whom the Executive reports as are consistent with such position. The Executive agrees to perform the duties and responsibilities called for hereunder to the best of his ability and to devote his full time, energies and skills to such duties, with the understanding that he may participate in charitable and similar activities and may have business interests in passive investments which may, from time to time, require portions of his time, but such activities shall be done in a manner consistent with his obligations hereunder. 2. Section 4.1 of the Agreement is hereby amended in its entirety to read as follows: Base Salary. The Company shall pay to the Executive for the performance of his duties under this Agreement a base salary of $505,000 per year (the Base Salary ), payable in accordance with the Company s normal payroll practices. Thereafter, the rate of the Executive s Base Salary will be reviewed and adjusted as appropriate in accordance with the Company s regular compensation review practices. Effective as of the date of any such increase, the Base Salary so increased shall be considered the new Base Salary for all purposes of this Agreement. Other than as modified by this Second Amendment, the Agreement is ratified and affirmed in all respects, and shall remain in full force and effect subject to the terms thereof. 11, IN WITNESS WHEREOF, the parties hereto have duly executed this Second Amendment effective as of December Crown Holdings, Inc. /s/ John W. Conway Executive /s/ Timothy J. Donahue Timothy J. Donahue

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event