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                                                                    EXHIBIT 10.1

SALOMON BROTHERS INC
8700 SEARS TOWER                                                    July 9, 1997
CHICAGO, ILLINOIS 60606

Gentlemen:

In connection with your engagement to assist us with the evaluation of
strategic alternatives for the Company including modifications or future
additions to such engagement and related activities prior to this date, we
agree that we will indemnify and hold harmless you and your affiliates, any
director, officer, agent or employee of you or any of your affiliates and each
other person, if any, controlling you or any of your affiliates (hereinafter
collectively referred to as "you" and "your"), to the full extent lawful, from
and against, and that you shall have no liability to us or our owners, parents,
creditors or security holders for, any losses, expenses, claims or proceedings
including actions brought by us or on our behalf (hereinafter collectively
referred to as "losses"), (i) related to or arising out of (A) oral or written
information provided by us, our employees or our other agents, which either we
or you provide to any actual or potential buyers, sellers, investors or
offerees, or (B) other action or failure to act by us, our employees or our
other agents or by you at our request or with our consent, or (ii) otherwise
related to or arising out of such engagement or any transaction or conduct in
connection therewith except that this clause (ii) shall not apply with respect
to any losses that are finally judicially determined to have resulted primarily
from your bad faith or negligence.

In the event that the foregoing indemnity is unavailable to you for any reason,
we agree to contribute to any losses related to or arising out of such
engagement or any transaction or conduct in connection therewith.  For such
losses referred to in clause (i) of the preceding paragraph, each of us shall
contribute in such proportion as is appropriate to reflect the relative
benefits received (or anticipated to be received) by you and by us from the
actual or proposed transaction giving rise to such engagement; provided,
however, that you shall not be responsible for any amounts in excess of the
amount of the benefits received (or anticipated to be received) by you.  For
any other losses, or for losses referred to in clause (i) if the allocation
provided by the immediately preceding sentence is unavailable for any reason,
each of us shall contribute in such proportion as is appropriate to reflect not
only such relative benefits but also the relative fault of each of us in
connection with the statements, omissions or other conduct which resulted in
such losses, as well as any other relevant equitable considerations.  Benefits
received (or anticipated to be received) by us shall be deemed to be equal to
the aggregate cash consideration and value of securities or any other property
payable, exchangeable or transferable in such transaction or proposed
transaction, and benefits received by you shall be deemed to be equal to the
compensation payable by us to you in connection with such engagement.  Relative
fault shall be determined by reference to, among other things, whether any
alleged untrue statement or omission or any other alleged conduct relates to
information provided by us or other conduct by us (or our employees or other
agents) on the one hand or by you on the other hand.  You and we agree that it
would not be just and equitable if contribution were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above.

We agree that we will not, without the prior written consent of Salomon
Brothers Inc, settle any pending or threatened claim or proceeding related to
or arising out of such engagement or transactions or conduct in connection
therewith (whether or not you are a party to such claim or proceeding) unless
such settlement includes a provision unconditionally releasing you from and
holding you harmless against all liability in respect of claims by any
releasing party related to or arising out of such engagement or any transaction
or conduct in connection therewith.  We will also promptly reimburse you for
all expenses (including counsel fees) as they are incurred by you in connection
with investigating, preparing or defending, or providing evidence in, any
pending or threatened claim or proceeding in respect of which indemnification
or contribution may be sought hereunder (whether or not you are a party to such
claim or proceeding) or in enforcing this agreement.


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The foregoing agreement shall be in addition to any rights that you may have at
common law or otherwise.  Solely for purposes of enforcing this agreement, we
hereby consent to personal jurisdiction, service and venue in any court in
which any claim or proceeding which is subject to this agreement is brought
against you.  ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR
PROCEEDING RELATED TO OR ARISING OUT OF SUCH ENGAGEMENT, ANY TRANSACTION OR
CONDUCT IN CONNECTION THEREWITH OR THIS AGREEMENT IS WAIVED.  This agreement
shall remain in full force and effect following the completion or termination
of such engagement.


Agreed:                                  Very truly yours,
                                       
                                         U.S. CAN CORPORATION
SALOMON BROTHERS INC                   
                                       
                                       
By:    /s/ Charles Bobrinskoy            By:    /s/ Timothy W. Stonich
       ----------------------                   --------------------------------
                                         Name:  Timothy W. Stonich
                                                --------------------------------
                                         Title: Executive Vice President and CFO
                                                --------------------------------





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