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                                                                    EXHIBIT 10.2


                              AMENDED AND RESTATED
                       CHANGE IN CONTROL AGREEMENT BETWEEN
                               FRANK J. GALVIN AND
                            UNITED STATES CAN COMPANY


                  THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT, dated
as of August 31, 1998 (the "Agreement"), is by and between U.S. Can Corporation,
a Delaware corporation having its principal offices at 900 Commerce Drive, Oak
Brook, Illinois 60523 ("USC"), United States Can Company, a Delaware corporation
having its principal offices at 900 Commerce Drive, Oak Brook, Illinois 60523
(the "Subsidiary," with USC and the Subsidiary collectively referred to herein
as "US Can" or the "Company"), and Frank J. Galvin, an employee of US Can (the
"Employee").

                  WHEREAS, the Employee is presently serving as Executive Vice
President and General Manager of Aerosol Operations and of US Can; and

                  WHEREAS, the Company and Employee entered into that certain
Change in Control Agreement dated September 20, 1995 (the "Change in Control
Agreement"); and

                  WHEREAS, the parties hereto have agreed to modify the terms of
the Change in Control Agreement as provided herein; and

                  WHEREAS, US Can desires to retain the Employee's services and
the Employee is willing to continue his employment as an employee of US Can on
the terms and conditions set forth herein.

                  NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants and conditions contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

                  1. CERTAIN DEFINED TERMS. (a)"Change of Control" - As used
herein, shall mean any one or more of the following: the acquisition by any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
Fifteen Percent (15%) or more of the shares of the then outstanding common stock
of the Company (the "Outstanding Common Stock"), a merger or consolidation of
the Company in which the Company does not survive as an independent public
company, a sale of all or substantially all of the assets of the Company, or a
liquidation or dissolution of the Company; provided, however, that the following
acquisitions shall not constitute a Change of Control for the purposes of this
subsection (a): (i) any acquisition directly from the Company, or (ii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company.


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                  (b)"Constructive Termination", as used herein, shall mean any
one or more of the following occurrences within two (2) years following the
Effective Date of a Change of Control: (i) the assignment to the Employee of any
duties inconsistent in any material respect with the Employee's position,
authority, duties or responsibilities immediately prior to the Effective Date of
the Change of Control referred to above, or any other action by the Company
which results in a diminution in any material respect of the Employee's
position, authority, duties or responsibilities as the same existed immediately
prior to the Effective Date of the Change of Control referred to above.

                  (c)"Effective Date", as used herein, shall mean the first date
during which a Change of Control (as defined in Section 1(a))occurs.

                  2. TERMINATION. If the Employee is terminated, or is subject
to a Constructive Termination, within two (2) years following the Effective Date
of a Change of Control, the Employee will be entitled to receive, in addition to
any benefits set forth in any employment or other agreements with the Company
then in effect, the benefits set forth below.

                           (a)      RESTRICTED STOCK.  If termination or
Constructive Termination of the Employee occurs within two (2) years following
the Effective Date of a Change of Control, the vesting of all restricted stock
grants shall be accelerated to the date on which the Employee is terminated or
is subject to a Constructive Termination.

                           (b)  BONUS PAYMENT.  If termination or Constructive
Termination of the Employee occurs within two (2) years following the Effective
Date of a Change of Control, the Employee shall be awarded a prorated bonus
based on Employee's target bonus (as then established by the Board of Directors
of the Company or the Employee's manager, as set forth by the Company in any
effective bonus plan, as set forth in any employment agreement or as set forth
in any combination of the above) for the fiscal year in which the employment
services are terminated or Constructively Terminated. The bonus amount received
shall be prorated for the actual number of days which have elapsed in the fiscal
year of termination or Constructive Termination over the total number of days in
that fiscal year.

                  3. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois applicable to
agreements made and to be performed in Illinois, without giving effect to
conflicts of law principles.


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                  4. HEADINGS.  The section headings of this Agreement are for 
reference only and are to be given no effect in the construction or
interpretation of this Agreement.

                  5. SEVERABILITY. If any part or provision of this Agreement
shall be declared invalid or unenforceable by a court of competent jurisdiction,
said provision or part shall be ineffective to the extent of such invalidity or
unenforceability only, without in any way affecting the remaining parts or
provisions of this Agreement.

                  6. WAIVER. Any party may waive compliance by another party
with any of the provisions of this Agreement. No waiver of any provision shall
be construed as a waiver of any other provision. Any waiver must be in writing.

                  7. BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding
on and inure to the benefit of the parties and their respective successors and
permitted assigns. Nothing in this Agreement shall create or be deemed to create
any third party beneficiary rights in any person or entity (including any
employee or person engaged by the Company in any capacity) not a party to this
Agreement. The Company will require any successor (whether direct or indirect,
by merger, purchase, consolidation or otherwise) of the Company to make an
express assumption of the obligations hereunder and cause any successor (whether
direct or indirect, by merger, purchase, consolidation or otherwise) of the
Company to agree to perform all parts and provisions under this Agreement in the
same manner and to the same extent that the Company would be required to perform
it if no such succession had taken place.

                  8. COUNTERPARTS. This Agreement may be signed in any number of
counterparts and all such counterparts shall be read together and construed as
but one and the same document.

                  9. NOTICES. All notices and other communications under this
Agreement shall be in writing and shall be deemed given when delivered
personally, one day after sent by recognized overnight courier, or five (5) days
after deposit in the United States mail, postage prepaid, registered or
certified mail, return receipt requested, to the parties at the following
addresses (or to such other address as a party may have specified by notice duly
given to the other party in accordance with this provision):

                  If to the Employee:

                  At the Employee's then current business or residence address
                  as shown on the records of US Can, with a copy to such other
                  person as the Employee may have specified by



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                  notice duly given to US Can in accordance with this
                  provision.

                  If to US Can:

                           United States Can Company
                           900 Commerce Drive
                           Oak Brook, Illinois 60523

                           Attention:  President

                  With a copy to:

                           United States Can Company
                           900 Commerce Drive
                           Oak Brook, Illinois 60523

                         Attention: Corporate Secretary

                  IN WITNESS WHEREOF the parties have executed this Agreement,
in duplicate, on the date first written above.


                                        Employee:


                                        /s/ Frank J. Galvin         
                                        ----------------------------------------
                                        Frank J. Galvin


                                        United States Can Company



                                        By:  /s/ Paul W. Jones        
                                        ----------------------------------------
                                                 Paul W. Jones
                                                 Chairman, President and
                                                 Chief Executive Officer


                                        U. S. Can Corporation



                                        By:  /s/ Paul W. Jones        
                                        ----------------------------------------
                                                 Paul W. Jones
                                                 Chairman, President and
                                                 Chief Executive Officer



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