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                                  EXHIBIT 10.42

                FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

     THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT is entered into as
of this 15th day of March, 2000, by and between American National Can Company, a
Delaware corporation, and American National Can Group, Inc., a Delaware
corporation (collectively the "Company"), and Edward Lapekas (the "Executive").

                                    RECITALS:

          A. The Company and the Executive are parties to an Amended and
     Restated Executive Employment Agreement (the "Agreement").

          B. The parties have agreed to update the Agreement to reflect changes
     in the base salary and the duties and responsibilities of the Executive.

     NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt of which the parties hereby acknowledge, the
parties agree as follows:

     1. AMENDMENT TO 1(J). 1(j) is amended by substituting the first sentence to
read as follows:

"(j) "GOOD REASON" means (A) (i) prior to the date of a Change of Control, a
     material reduction in the Executive's status, duties or responsibilities as
     in effect on the date of this Agreement, or (ii) from and after the date of
     a Change of Control, a material reduction in the Executive's status, duties
     or responsibilities as in effect on the date of the Change of Control as
     reflected in the job description for the Executive on file in the Human
     Resources Office of the Company immediately before the Change of Control,
     or (B) a reduction in the Executive's annual target compensation
     opportunity, defined as the sum of (I) base salary; (II) targeted annual
     incentive award; and (III) subject to the next sentence, the targeted
     long-term incentive award under any Company Equity Plan, payable by either
     the Company or a successor company for a calendar year, or (C) the
     Executive is required to relocate outside of a fifty mile radius of his
     current office without his prior written consent following a Change of
     Control, or (D) the Company fails to pay Executive any amount otherwise
     vested and due under the Agreement, any prior agreement, or any plan or
     policy of the Company, which such failure is not cured within thirty (30)
     days following written notice of failure given to the Company, or (E) the
     Company fails to obtain an agreement to expressly assume the executive
     employment Agreement from any successor company to the Company, or (F) the
     Company is in material breach of the Agreement, which breach is not cured
     within thirty (30) days following written notice of breach given to the
     Company."


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     2. AMENDMENT TO 2(B). 2(b) is amended to read as follows:

"(b) DUTIES AND RESPONSIBILITIES. For so long as the Executive's employment with
     the Company continues, the Executive will devote his full business time,
     attention and best efforts to the affairs of the Company, will faithfully
     serve the Company, and in all respects conform to and comply with the
     lawful directions and instruct ions consistent with his position as Senior
     Vice President and Chief Operating Officer--Beverage Cans Worldwide of
     ANCC, and (i) prior to July 28, 1999, President and Chief Executive Officer
     of ANCG, and (ii) from and after July 28, 1999, Chairman and Chief
     Executive Officer of ANCG, given to him by the Board or the Chairman of the
     Executive Committee of the Board."

     3. AMENDMENT TO 2(E). 2(e) is amended by substituting the first sentence to
     read as follows:

"(e) BASE SALARY. The Executive shall receive a salary of (i) prior to July 28,
     1999, $43,750 per month, $525,000 on an annual basis and (ii) from and
     after July 28, 1999, and prior to February 24, 2000, a salary of $54,166.67
     per month, $650,000 on an annual basis and (iii) from and after February
     24, 2000 a salary of $58,333.33 per month, $700,000 on an annual basis."

IN WITNESS WHEREOF, the parties hereto have executed this Amendment this 15th
day of March, 2000.


                          AMERICAN NATIONAL CAN COMPANY


                            By: /s/ Dennis Bankowksi
                               ----------------------------------------
                                    Dennis Bankowski
                                    Executive Vice President -- Administration

                                    AMERICAN NATIONAL CAN GROUP, INC.


                            By: /s/ Dennis Bankowksi
                                ----------------------------------------
                                    Dennis Bankowski
                                    Executive Vice President -- Administration

                            EXECUTIVE

                                /s/ Edward Lapekas
                                ----------------------------------------
                                    Edward Lapekas




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