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                                                                 Exhibit 10.15


                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT (the "Agreement"), made and entered into this 4th
day of October, 2000 (the "Effective Date"), by and among Gillian V.
Derbyshire (the "Executive"), United States Can Company, having its principal
offices at 900 Commerce Drive, Oak Brook, Illinois 60523 (the "Company"), and
U.S. Can Corporation, a Delaware corporation, having its principal offices at
900 Commerce Drive, Oak Brook, Illinois 60523 ("U.S. Can");

                                WITNESSETH THAT:

         WHEREAS, the parties desire to enter into this Agreement concerning
the terms of continued employment of the Executive by the Company;

         WHEREAS, the Executive, the Company, and U.S. Can have entered into
an employment agreement dated February 15, 2000 (the "Prior Employment
Agreement"), and the Executive, the Company, and U.S. Can have entered into a
change in control agreement dated February 15, 2000 (the "Prior Change in
Control Agreement"), and the parties have agreed that, effective as of the
Effective Date, this Agreement shall govern the terms of the Executive's
employment with the Company, and the Prior Employment Agreement and the Prior
Change in Control Agreement shall both terminate and be of no further effect;

         WHEREAS, the Executive and the Company have entered into an
agreement dated February 15, 2000, relating to certain protections as to
competition, confidentiality, inventions, and certain other matters (the
"Employee Agreement"), which the parties have agreed to continue in effect,
subject to certain modifications set forth in this Agreement;

         NOW, THEREFORE, in consideration of the premises and mutual
covenants set forth herein, IT IS HEREBY COVENANTED AND AGREED by the
Executive, the Company, and U.S. Can as follows:

         1. DEFINITIONS. Terms used in this Agreement shall be defined as set
forth below:

(a)      For purposes of this Agreement, the term "Affiliate" shall mean the
         Company and any of its "affiliates" as that term is defined in the
         Securities Exchange Act of 1934, as amended.

(b)      The term "Agreement Term" shall have the meaning ascribed to it in
         paragraph 2(f).

(c)      The Executive shall be considered "Disabled" during any period in which
         she has a physical or mental disability which renders her incapable,
         after reasonable accommodation, of performing her duties under this
         Agreement. The Executive shall be



<PAGE>

         considered "Permanently Disabled" during any period in
         which (i) she has a physical or mental disability
         which renders her incapable, after reasonable accommodation, of
         performing her duties under this Agreement; (ii) such disability is
         determined by the Executive's Supervisor to be of a long-term nature;
         and (iii) the Executive is eligible for income replacement benefits
         under the Company's long-term disability plan during such period of
         disability. In the event of a dispute as to whether the Executive is
         Disabled or Permanently Disabled, the Company may refer the same to a
         licensed practicing physician of the Company's choice, and the
         Executive agrees to submit to such tests and examinations as such
         physician shall deem appropriate.

(d)      The term "Cause" shall have the meaning ascribed to it in paragraph
         4(c).

(e)      "Date of Termination" means the Executive's last day worked for the
         Company, excluding any salary continuation period, provided that the
         Executive's employment is terminated in accordance with the provisions
         of paragraph 4.

(f)      The term "Good Reason" shall have the meaning ascribed to it in
         paragraph 4(d).

(g)      The Executive's "Supervisor" shall be the person to whom the Executive
         reports.

(h)      "U.S. Can Stock" is common stock of U.S. Can or a successor to U.S.
         Can.

         2. PERFORMANCE OF SERVICES. The Executive's employment with the Company
shall be subject to the following:

(a)      Subject to the terms of this Agreement, the Company hereby agrees to
         employ the Executive during the Agreement Term, and the Executive
         hereby agrees to remain in the employ of the Company during the
         Agreement Term.

(b)      During the Agreement Term, while the Executive is employed by the
         Company, the Executive shall devote her full time, energies and talents
         to serving as its Senior Vice President and General Manager, Paint,
         Plastics and General Line and Custom Specialty, or in such other
         position to which the Executive may be appointed by the Executive's
         Supervisor from time to time; provided that in no event shall the
         Executive be appointed to a position having a rank of less than Senior
         Vice President and General Manager. To the extent the Company
         determines to be necessary or appropriate, the Company may change the
         Executive's Supervisor, and the Executive's reporting relationships.

(c)      The Executive agrees that she shall perform her duties faithfully and
         efficiently subject to the directions of the Executive's Supervisor.
         The Executive's duties may include providing services for both the
         Company and the Affiliates, as determined by the Executive's
         Supervisor; provided that the Executive shall not, without her consent,
         be assigned duties that would be inconsistent with those of a Senior
         Vice President and

                                       -2-

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         General Manager. The Executive shall have such authority,
         power, responsibilities and duties as are inherent in her
         position(s) (and the undertakings applicable to her position(s)) and
         necessary to carry out her responsibilities and the duties required of
         her hereunder.

(d)      Notwithstanding the foregoing provisions of this paragraph 2, during
         the Agreement Term, the Executive may devote reasonable time to
         activities other than those required under this Agreement, including
         the supervision of her personal investments, and activities involving
         professional, charitable, community, educational, religious and similar
         types of organizations, speaking engagements, and similar types of
         activities, to the extent that such other activities do not, in the
         judgment of her Supervisor, inhibit or prohibit the performance of the
         Executive's duties under this Agreement, or conflict in any material
         way with the business of the Company or any Affiliate. The Executive
         shall not serve on the board of any business, or hold any other
         significant position with any business, without the consent of her
         Supervisor.

(e)      Subject to the terms of this Agreement, the Executive shall not be
         required to perform services under this Agreement during any period
         that she is Disabled. During the period in which the Executive is
         Disabled, the Company may appoint a temporary replacement to assume the
         Executive's responsibilities.

(f)      The "Agreement Term" shall begin with the commencement of the Initial
         Term and shall end at the conclusion of all Renewal Periods. The
         "Initial Term" shall be the period beginning on the Effective Date and
         ending on the second anniversary of the Effective Date. Thereafter, the
         Agreement Term will be automatically extended for 12-month periods (a
         "Renewal Period"), unless one party to this Agreement provides notice
         of non- renewal to the other at least 90 days before the last day of
         the Initial Term or any subsequent Renewal Period.

         3. COMPENSATION. Subject to the terms of this Agreement, during the
Agreement Term, while the Executive is employed by the Company, the Company
shall compensate her for her services as follows:

(a)      SALARY. The Executive shall receive, for each twelve (12) consecutive
         month period beginning on the Effective Date and each anniversary
         thereof, in substantially equal monthly or more frequent installments,
         an annual base salary of not less than $260,000 (the "Salary"). The
         Executive's Salary rate shall be reviewed annually by the Supervisor.
         In no event shall the Salary rate of the Executive be reduced to an
         amount that is less than the amount specified in this paragraph (a).

(b)      INCENTIVE COMPENSATION. The Executive shall participate in the
         Company's Management Incentive Plan ("MIP") on terms that are
         comparable to the terms applicable to the Company's other senior
         executives from time to time; provided that, for each performance

                                       -3-

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         period under the Company's MIP in which any portion of the Agreement
         Term occurs, the Executive shall be provided with an opportunity for an
         incentive payment of at least 50% of the Executive's annual Salary rate
         (with such Salary rate determined as provided in the MIP). For the
         performance period in which the Executive's termination of employment
         occurs, the Executive's eligibility for an incentive compensation award
         shall be subject to the provisions of paragraph 5 of this Agreement.

(c)      LIFE INSURANCE. The Company shall obtain life insurance coverage on the
         Executive's life that is no less favorable than the coverage provided
         immediately prior to the Effective Date provided, however, that such
         life insurance shall at least provide term coverage with death benefits
         equal to two times the Executive's base salary. The life insurance
         coverage shall be subject to the Executive's satisfactory completion of
         a physical examination and other aspects of the application process.
         Death benefits under such coverage shall be payable to the beneficiary
         named by the Executive. During the period of the Executive's employment
         with the Company, the Company shall pay the premiums with respect to
         such policy.

(d)      DISABILITY INCOME. The Executive shall receive from the Company
         disability income replacement coverage which will provide for
         replacement of income according to the Company's plans and arrangements
         in effect at the time of the disability during any period in which the
         Executive is Disabled if the disability arose during the Agreement Term
         and prior to the Executive's Date of Termination. During any period
         while the Executive is Disabled and is otherwise entitled to receive
         Salary and other amounts under this Agreement (including payment in
         lieu of Salary or other amounts pursuant to paragraph 5(b) or 5(c)),
         any such Salary and other amounts (or such payments in lieu of Salary
         and other amounts) to the Executive shall be reduced by the amount of
         any benefits paid for the same period of time under the
         Company-provided disability income replacement coverage.

(e)      EXPENSES. Subject to the Company's rules and procedures as in effect
         from time to time, the Executive is authorized to incur reasonable
         expenses for entertainment, traveling, meals, lodging and similar items
         in the course of her employment. The Company will reimburse the
         Executive for all reasonable expenses so incurred in accordance with
         the Company's policies.

(f)      VACATION AND HOLIDAYS. During each year of the Agreement Term, the
         Executive shall be entitled to four weeks of paid vacation plus the
         paid holidays observed by the Company.

(g)      CAR ALLOWANCE. During the Agreement Term, the Executive shall be
         entitled to a net after-tax car allowance of $900 per month.

(h)      BENEFITS. Except as otherwise specifically provided to the contrary in
         this Agreement, the Executive shall be provided with the health,
         welfare, retirement and other fringe benefits

                                       -4-

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         to the same extent and on substantially the same
         terms as those benefits are provided by the Company
         from time to time to the Company's other senior management
         employees. However, the Company shall not be required to provide a
         benefit under this paragraph (h) if such benefit would duplicate (or
         otherwise be of the same type as) a benefit specifically required to be
         provided under another provision of this Agreement. The Executive shall
         complete all forms and physical examinations, and otherwise take all
         other similar actions to secure coverage and benefits described in this
         paragraph 3, to the extent reasonably determined to be necessary or
         appropriate by the Company.

         4. TERMINATION. The Executive's employment with the Company during the
Agreement Term may be terminated by the Company or the Executive without any
breach of this Agreement only under the circumstances described in paragraphs
4(a) through 4(f):

(a)      DEATH. The Executive's employment hereunder will terminate upon her
         death.

(b)      PERMANENT DISABILITY. The Company may terminate the Executive's
         employment during any period in which she is Permanently Disabled. In
         the event of a dispute as to whether the Executive is Permanently
         Disabled, the Company may refer the same to a licensed practicing
         physician of the Company's choice, and the Executive agrees to submit
         to such tests and examinations as such physician shall deem
         appropriate.

(c)      CAUSE. The Company may terminate the Executive's employment hereunder
         at any time for Cause. For purposes of this Agreement, the term "Cause"
         shall that any one or more of the following has occurred:

         (i)      the Executive shall have committed a felony;

         (ii)     the Executive shall have breached in any material respect any
                  non-competition provisions of any written agreement between
                  the Executive and the Company or any of its Affiliates;

         (iii)    the Executive shall have openly disregarded her
                  responsibilities to the Company and/or its Affiliates (other
                  than due to being Disabled which, in the reasonable judgment
                  of the Board of Directors, causes the Executive to be
                  incapable of devoting such time and energy) and has failed to
                  remedy any such action within thirty (30) days of notice to
                  such Executive by the Board of Directors of such action.

(d)      GOOD REASON. The Executive may terminate employment with the Company
         for Good Reason. For purposes of this Agreement, the term "Good Reason"
         shall mean a material adverse change in the nature or scope of the
         Executive's authorities, status, working conditions, duties or
         responsibilities, or a material reduction in salary, in benefits, or in
         bonus program inconsistent with reductions for similarly situated
         employees of the


                                       -5-
<PAGE>

         Company or inconsistent with the Company's past practices. A change in
         the Executive's reporting relationships shall not constitute Good
         Reason.

(e)      TERMINATION BY EXECUTIVE. The Executive may terminate her employment
         hereunder at any time for any reason by giving the Company thirty (30)
         days prior written Notice of Termination, provided that nothing in this
         Agreement shall require the Executive to specify a reason for any such
         termination.

(f)      TERMINATION BY COMPANY. The Company may terminate the Executive's
         employment hereunder at any time for any reason, by giving the
         Executive prior written Notice of Termination, which Notice of
         Termination shall be effective immediately, or such later time as is
         specified in such notice. The Company shall not be required to specify
         a reason for the termination under this paragraph 4(f), provided that
         termination of the Executive's employment by the Company shall be
         deemed to have occurred under this paragraph 4(f) only if it is not for
         reasons described in paragraph 4(b), 4(c), 4(d), or 4(e).
         Notwithstanding the foregoing provisions of this paragraph (f), if the
         Executive's employment is terminated by the Company in accordance with
         this paragraph (f), and within a reasonable time period thereafter, it
         is determined by the Executive's Supervisor in good faith that
         circumstances existed which would have constituted a basis for
         termination of the Executive's employment for Cause (disregarding
         circumstances which could have been remedied if notice had been given
         in accordance with paragraph 4(c)(iii)), the Executive's employment
         will be deemed to have been terminated for Cause in accordance with
         paragraph 4(c).

(g)      NOTICE OF TERMINATION. Any termination of the Executive's employment by
         the Company or the Executive must be communicated by a written Notice
         of Termination to the other party hereto. A "Notice of Termination"
         shall be dated, indicate the Date of Termination (not earlier than the
         date on which the notice is provided), indicate the specific
         termination provision in this Agreement relied on, and set forth in
         reasonable detail the facts and circumstances, if any, claimed to
         provide a basis for termination of the Executive's employment.

(h)      EFFECT OF TERMINATION. If, on the Date of Termination, the Executive is
         a member of the Board of Directors of the Company or any of the
         Affiliates, or holds any other position with the Company or any of the
         Affiliates, the Executive shall resign from all such positions as of
         the Date of Termination.

         5. RIGHTS UPON TERMINATION. The Executive's rights to payment and
benefits under this Agreement for periods after her Date of Termination shall be
determined in accordance with the following provisions of this paragraph 5:

(a)      If the Executive's Date of Termination occurs during the Agreement Term
         for any reason, then:

                                       -6-

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         (i)      The Executive shall receive her Salary from the Company for
                  the period ending on the Date of Termination.

         (ii)     The Executive shall receive any required payment for accrued
                  but unused vacation days from the Company.

         (iii)    If the Date of Termination occurs after the end of a
                  performance period and prior to the payment of the incentive
                  compensation award (as described in paragraph 3(b)) for the
                  period, the Executive shall be paid any incentive compensation
                  award at the regularly scheduled time.

         (iv)     Any other required payments or benefits to be provided to the
                  Executive by the Company.

         Except as may otherwise be expressly provided to the contrary in this
         Agreement, nothing in this Agreement shall be construed as requiring
         the Executive to be treated as employed by the Company for purposes of
         any employee benefit plan or arrangement following the date of the
         Executive's Date of Termination.

(b)      If the Executive's Date of Termination occurs during the Agreement Term
         under circumstances described in paragraph 4(a) (relating to the
         Executive's death) or paragraph 4(b) (relating to the Executive's being
         Permanently Disabled), then, in addition to the amounts payable in
         accordance with paragraph 5(a):

         (i)      The Executive (or her estate) shall receive from the Company
                  periodic payments of an amount equal to not less than twelve
                  (12) months of Salary (based on the Salary rate in effect on
                  the Date of Termination); provided, however, that such
                  payments shall be offset by the amount of any life for
                  disability insurance benefits provided by the Company or any
                  of its Affiliates as a result of the Executive's death or
                  Permanent Disability.

         (ii)     The Executive (or her estate) shall receive from the Company
                  payment of the award under the MIP for the performance period
                  in which the Date of Termination occurs, based on actual
                  performance for the entire period; provided, however, that
                  such award shall be subject to a pro-rata reduction to reflect
                  the portion of the performance period following the Date of
                  Termination. Payment under this paragraph (ii) of any amount
                  shall be made at the regularly scheduled time for payment of
                  such amounts to active employees and on a non-discriminatory
                  basis.

(c)      If the Executive's Date of Termination occurs during the Agreement Term
         under circumstances described in paragraph 4(d) (relating to
         termination by the Executive for Good Reason) or paragraph 4(f)
         (relating to termination by the Company without Cause), then:

                                       -7-

<PAGE>


         (i)      The Executive shall receive from the Company, for the
                  Severance Period, continuing Salary payments at the Salary
                  rate in effect on the Date of Termination, in monthly or more
                  frequent installments. The "Severance Period" shall be the
                  period beginning on the Date of Termination and continuing
                  through the earliest to occur of:

                  (A)      the eighteen (18) month anniversary of the Date of
                  Termination;

                  (B)      the date of the Executive's death; or

                  (C)      the date, if any, of the breach by the Executive of
                  the provisions of the Employee Agreement.

         (ii)     Provided that the Executive is not in actual or threatened
                  breach of any of the covenants contained in the Employee
                  Agreement, the Executive shall receive from the Company
                  payment of the award under the MIP for the performance period
                  in which the Date of Termination occurs, based on actual
                  performance for the entire period; provided, however, that
                  such award shall be subject to a pro-rata reduction to reflect
                  the portion of the performance period following the Date of
                  Termination. Payment, if any, under this paragraph (ii) of any
                  amount shall be made at the regularly scheduled time for
                  payment of such amounts to active employees, and on a
                  non-discriminatory basis.

         Notwithstanding the foregoing provisions of this paragraph 5, no
         payment will be made or benefit provided under this paragraph 5(c)
         unless (I) the Executive first executes a release in the form attached
         as Supplement A to this Agreement, and (II) to the extent any portion
         of such release is subject to the seven-day revocation period
         prescribed by the Age Discrimination in Employment Act, as amended, or
         to any similar revocation period in effect on the date of termination
         of the Executive's employment, such revocation period has expired.

(d)      If the Executive's Date of Termination occurs during the Agreement Term
         under circumstances described in paragraphs 4(c) (relating to Cause) or
         4(e) (relating to voluntary resignation), the Company shall have no
         obligation to make payments of Salary or any incentive compensation
         award or provide benefits under the Agreement for periods after the
         Executive's Date of Termination.

         6. OTHER BENEFITS.

(a)      Except as may be otherwise specifically provided in an amendment of
         this Agreement adopted in accordance with paragraph 12, in the event of
         a termination of employment during the Agreement Term, the Executive
         shall not be eligible to receive any benefits that may be otherwise
         payable to or on behalf of the Executive pursuant to the terms of

                                       -8-

<PAGE>


         any severance pay arrangement of the Company (or any Affiliate),
         including without limitation, the United States Can Company
         Executive Severance Plan (the "Executive Severance Plan"),
         or any other arrangement of the Company (or any Affiliate),
         providing benefits upon involuntary termination of employment.

(b)      After the Agreement Term has expired, the Executive shall be designated
         as an eligible participant in the Executive Severance Plan. The Company
         agrees that the Executive Severance Plan will not be amended or
         terminated on or after the Effective Date as to the Executive in a
         manner that would adversely affect the Executive.

         7. DUTIES ON TERMINATION.

(a)      Subject to the terms and conditions of this Agreement, during the
         period beginning on the date of delivery of a Notice of Termination,
         and ending on the Date of Termination, the Executive shall continue to
         perform her duties as set forth in this Agreement, and shall also
         perform such services for the Company as are reasonably necessary for a
         transition to the Executive's successor, if any. Notwithstanding the
         foregoing provisions of this paragraph 7, the Company may suspend the
         Executive from performing her duties under this Agreement following the
         delivery of a Notice of Termination providing for the Executive's
         resignation, or delivery by the Company of a Notice of Termination
         providing for the Executive's termination of employment for any reason;
         provided, however, that during the period of suspension (which shall
         end on the Date of Termination), the Executive shall continue to be
         treated as employed by the Company for other purposes, and her rights
         to compensation or benefits shall not be reduced by reason of the
         suspension.

(b)      Following the Date of Termination, the Executive agrees to return to
         the Company any keys, credit cards, passes, confidential documents or
         material, or other property belonging to the Company or its Affiliates,
         and to return all writings, files, records, correspondence, notebooks,
         notes and other documents and things (including any copies thereof)
         containing any trade secrets of the Company or its Affiliates. For
         purposes of the preceding sentence, the term "trade secrets" shall have
         the meaning ascribed to it under the Illinois Trade Secrets Act or, if
         such act is repealed, the Uniform Trade Secrets Act.

         8. MITIGATION AND SET-OFF. The Executive shall not be required to
mitigate the amount of any payment provided for in this Agreement by seeking
other employment or otherwise. Except as otherwise specifically provided in this
Agreement, the Company shall not be entitled to set off against the amounts
payable to the Executive under this Agreement any amounts earned by the
Executive in other employment after termination of her employment with the
Company, or any amounts which might have been earned by the Executive in other
employment had she sought such other employment.

                                       -9-

<PAGE>


         9. CHANGE IN CONTROL. The Company and the Executive have agreed that,
effective as of the Effective Date of this Agreement, the Employee Agreement
shall be amended as set forth in Exhibit B to this Agreement, which is attached
to and forms a part of this Agreement. As a result, the Executive shall continue
to be subject to the restrictions in paragraphs 1(a) and 1(b) of the Employee
Agreement (relating to solicitation and competition) without regard to the
occurrence of any change in control.

         10. ASSISTANCE WITH CLAIMS. The Executive agrees that, for the period
beginning on the Effective Date, and continuing for a reasonable period after
the Executive's Date of Termination, the Executive will assist the Company and
the Affiliates in defense or prosecution of any claims that may be made by or
against the Company and the Affiliates, to the extent that such claims may
relate to services performed by the Executive for the Company or the Affiliates.
The Executive agrees to promptly inform the Company if she becomes aware of any
lawsuits involving such claims that may be filed against the Company or any
Affiliate. The Company agrees to provide legal counsel to the Executive in
connection with such assistance (to the extent legally permitted), and to
reimburse the Executive for all of the Executive's reasonable out-of- pocket
expenses associated with such assistance. The Executive also agrees to promptly
inform the Company if he is asked to assist in any investigation of the Company
or the Affiliates (or their actions) that may relate to services performed by
the Executive for the Company or the Affiliates, regardless of whether a lawsuit
has then been filed against the Company or the Affiliates with respect to such
investigation.

         11. NONALIENATION. The interests of the Executive under this Agreement
are not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by creditors of the
Executive or the Executive's beneficiary.

         12. AMENDMENT. This Agreement may be amended or canceled only by mutual
agreement of the parties in writing, provided that any such agreement by the
Company that includes a substantive amendment must be authorized in writing by
the Chief Executive Officer of U.S. Can. So long as the Executive lives, no
person, other than the parties hereto, shall have any rights under or interest
in this Agreement or the subject matter hereof.

         13. APPLICABLE LAW. The provisions of this Agreement shall be construed
in accordance with the laws of the State of Illinois, without regard to the
conflict of law provisions of any state.

         14. SEVERABILITY. The invalidity or unenforceability of any provision
of this Agreement will not affect the validity or enforceability of any other
provision of this Agreement, and this Agreement will be construed as if such
invalid or unenforceable provision were omitted (but only to the extent that
such provision cannot be appropriately reformed or modified).

         15. WAIVER OF BREACH. No waiver by any party hereto of a breach of any
provision of this Agreement by any other party, or of compliance with any
condition or provision of this Agreement to be performed by such other party (i)
will be effective unless in writing signed by


                                       -10-
<PAGE>

such party; and (ii) will operate or be construed as a waiver of any subsequent
breach by such other party of any similar or dissimilar provisions and
conditions at the same or any prior or subsequent time. The failure of any party
hereto to take any action by reason of such breach will not deprive such party
of the right to take action at any time while such breach continues.

         16. SUCCESSORS, ASSUMPTION OF CONTRACT. This Agreement is personal to
the Executive and may not be assigned by the Executive without the written
consent of the Company. However, to the extent that rights or benefits under
this Agreement otherwise survive the Executive's death, the Executive's heirs
and estate shall succeed to such rights and benefits pursuant to the Executive's
will or the laws of descent and distribution; provided that the Executive shall
have the right at any time and from time to time, by notice delivered to the
Company, to designate or to change the beneficiary(ies) with respect to such
benefits. This Agreement shall be binding upon and inure to the benefit of the
Company and U.S. Can, as applicable, and any successor of the Company or U.S.
Can, as applicable, subject to the following:

(a)      The Company and U.S. Can, as applicable, will require any successor
         (whether direct or indirect, by purchase, merger, consolidation or
         otherwise) to all or substantially all of the business or assets of the
         Company or U.S. Can, as applicable, to expressly assume and agree to
         perform this Agreement in the same manner and to the same extent that
         the Company or U.S. Can, as applicable, would be required to perform it
         if no such succession had taken place.

(b)      If the Executive is transferred to employment with an Affiliate
         (including a successor to the Company), such transfer shall not
         constitute a termination of employment for purposes of this Agreement,
         provided that the Affiliate agrees to assume this Agreement and be
         substituted for the Company under this Agreement.

(c)      After a successor assumes this Agreement in accordance with this
         paragraph 16, only such successor shall be liable for amounts payable
         after such assumption, and no other companies shall have liability for
         amounts payable after such assumption.

         17. NOTICES. Notices and all other communications provided for in this
Agreement shall be in writing and shall be (i) delivered personally, effective
immediately, (ii) sent by certified mail, postage prepaid effective three days
after deposit, (iii) sent by facsimile transmission, effective upon confirmation
of transmission and deposit of a hard copy for delivery by regular mail, or (iv)
sent by prepaid overnight or international courier service, effective two days
after deposit, to the parties at the addresses set forth below (or such other
addresses as shall be specified by the parties by like notice); provided,
however, that in no event shall any such communications be deemed to be given
later than the date they are actually received. Communications that are to be
delivered by the U.S. mail or by overnight service are to be delivered to the
addresses set forth below:

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<PAGE>


to the Company by mail:

         U.S. Can Corporation
         900 Commerce Drive
         Oak Brook, Illinois 60523
         Attention: General Counsel

to the Company by facsimile:

         630/572-0822

To Executive:

         at the address of the Executive as set forth in the payroll records at
the Company.

         18. ARBITRATION OF ALL DISPUTES. Any dispute as to any claim under this
Agreement (including, without limitation, disputes arising under Title VII of
the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, and the
Age Discrimination in Employment Act) shall be settled by arbitration in
Chicago, Illinois by an arbitrator, who shall be appointed pursuant to the rules
of the American Arbitration Association. The arbitration shall be conducted
promptly and expeditiously in accordance with the National Rules for Resolution
of Employment Disputes of American Arbitration Association. Any award issued as
a result of such arbitration shall be final and binding on the parties, and
judgment upon the award rendered by the arbitrators may be entered in any court
having jurisdiction thereof; provided, however, that any award issued as a
result of arbitration shall be reviewable de novo by a court of competent
jurisdiction for errors of law. Notwithstanding the foregoing, the parties
hereto shall not be entitled to, and no award shall include in whole or in part,
punitive damages or exemplary damages.

         19. LEGAL AND ENFORCEMENT COSTS. The provisions of this paragraph 19
shall apply if it becomes reasonably necessary for the Executive to retain legal
counsel or incur other costs and expenses in connection with either enforcing
any right(s) under this Agreement or defending against any allegations of breach
of this Agreement by the Company or U.S. Can:

(a)      The Executive shall be entitled to recover from the Company reasonable
         attorneys' fees, costs and expenses incurred by her in connection with
         such enforcement or defense.

(b)      Payments required under this paragraph 19 shall be made by the Company
         to the Executive (or directly to the Executive's attorney) promptly
         following submission to the Company of appropriate documentation
         evidencing the incurrence of such attorneys' fees, costs, and expenses.

                                       -12-

<PAGE>


(c)      The Executive shall be entitled to select her legal counsel; provided,
         however, that such right of selection shall not affect the requirement
         that any costs and expenses reimbursable under this paragraph 19 be
         reasonable.

(d)      The Executive's rights to payments under this paragraph 19 shall not be
         affected by the final outcome of any dispute with the Company or U.S.
         Can; provided, however, that to the extent that the arbitrators shall
         determine that under the circumstances recovery by the Executive of all
         or a part of any such fees and costs and expenses would be unjust, the
         Executive shall not be entitled to such recovery; and to the extent
         that such amount have been recovered by the Executive previously, the
         Executive shall promptly repay such amounts to the Company.

         20. SURVIVAL OF AGREEMENT. Except as otherwise expressly provided in
this Agreement, the rights and obligations of the parties to this Agreement
shall survive the termination of the Executive's employment with the Company.

         21. ENTIRE AGREEMENT. Except as otherwise provided herein:

(a)      This Agreement constitutes the entire agreement between the parties
         concerning the subject matter hereof.

(b)      This Agreement supersedes all prior or contemporaneous agreements, if
         any, between the parties relating to the subject matter hereof
         (including, without limitation, the Prior Employment Agreement and the
         Prior Change in Control Agreement), and the Prior Employment Agreement
         and the Prior Change in Control Agreement shall be without effect on
         and after the Effective Date of this Agreement.

(c)      Notwithstanding the foregoing, but subject to paragraph (d) below,
         nothing in this Agreement shall be construed to limit any Company
         policy or agreement that is otherwise applicable relating to compliance
         with laws or the Employee Agreement.

(d)      The Employee Agreement shall continue in effect, subject to the terms
         of paragraph 9 of this Agreement.

         22. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, any one of which shall be deemed the original without reference to
the others.


                                       -13-

<PAGE>


         IN WITNESS WHEREOF, the Executive has hereunto set her hand, and the
Company and U.S. Can have caused these presents to be executed in their names
and on their behalf, all as of the Effective Date.

                                      /s/ Gillian V. Derbyshire
                                     --------------------------------
                                          Gillian V. Derbyshire


                                        U.S. Can Corporation

                                     By /s/ Paul W. Jones
                                        ----------------------------------------

                                        Its Chairman, President and
                                            Chief Executive Officer
                                            ------------------------------------



                                        United States Can Company


                                     By /s/ Paul W. Jones
                                        ----------------------------------------

                                        Its Chairman, President and
                                            Chief Executive Officer
                                            ------------------------------------



                                       -14-

<PAGE>

                                  Supplement A
                                RELEASE OF CLAIMS

         1. This document is attached to, is incorporated into, and forms a part
of, an agreement (the "Agreement") by and between United States Can Company (the
"Company") and Gillian V. Derbyshire (the "Executive"). The Executive, on behalf
of herself and the other Executive Releasors, releases and forever discharges
the Company and the other Company Releasees from any and all Claims which the
Executive now has or claims, or might hereafter have or claim (or the other
Executive Releasors may have, to the extent that it is derived from a Claim
which the Executive may have), against the Company Releasees based upon or
arising out of any matter or thing whatsoever, occurring or arising on or before
the date of this Release of Claims, to the extent that the Claim arises out of
or relates to the Executive's employment by the Company and its Affiliates
(including her service as a director of the Company and its Affiliates) and/or
the Executive's termination or resignation therefrom, and shall include, without
limitation, Claims arising out of or related to the Agreement, and Claims
arising under any local, state, or federal law dealing with employment
discrimination, including the Age Discrimination in Employment Act as amended by
the Older Workers Benefit Protection Act.

         For purposes of this Release of Claims, the terms set forth below shall
have the following meanings:

(a)      The term "Agreement" shall include the Agreement and this Supplement,
         and including the plans and arrangements under which the Executive is
         entitled to benefits in accordance with the Agreement.

(b)      The term "Claims" shall include any and all rights, claims, demands,
         debts, dues, sums of money, accounts, attorneys' fees, complaints,
         judgments, executions, actions and causes of action of any nature
         whatsoever, cognizable at law or equity.

(c)      The term "Company Releasees" shall include the Company and its
         Affiliates (as defined in the Agreement), and their officers,
         directors, trustees, members, representatives, agents, employees,
         shareholders, partners, attorneys, and insurers, and their predecessors
         and successors.

(d)      The term "Executive Releasors" shall include the Executive, and her
         heirs, representatives, agents, insurers, and any other person claiming
         through the Executive.

         2. The following provisions are applicable to and made a part of this
Release of Claims:

(a)      By this Release of Claims, the Executive Releasors do not release or
         waive any right or claim which they may have under the Age
         Discrimination in Employment Act, as amended by the Older Workers
         Benefit Protection Act, which arises after the date of execution of
         this Release of Claims.

                                       -15-

<PAGE>


(b)      In exchange for this Release of Claims, the Executive hereby
         acknowledges that she has received separate consideration beyond that
         to which she is otherwise entitled under the Company's policy or
         applicable law.

(c)      The Company hereby expressly advises the Executive to consult with an
         attorney of her choosing prior to executing this Release of Claims.

(d)      The Executive has twenty-one (21) days from the date of presentment to
         consider whether or not to execute this Release of Claims. In the event
         of such execution, the Executive has a further period of seven (7) days
         from the date of said execution in which to revoke said execution. This
         Release of Claims will not become effective until expiration of such
         revocation period.

(e)      This Release of Claims and the commitments and obligations of all
         parties thereunder:

         (i)      shall become final and binding immediately following the
         expiration of the Executive's right to revoke the execution of this
         release in accordance with paragraph 2(d) of this Release of Claims;

         (ii)     shall not become final and binding until the expiration of
         such right to revoke; and

         (iii)    shall not become final and binding if the Executive revokes
         such execution.

         3. The Executive hereby acknowledges that she has carefully read and
understands the terms this Release of Claims and each of her rights as set forth
therein.


                                               /s/ Gillian V. Derbyshire
                                           -------------------------------------
                                                   Gillian V.  Derbyshire

                                           Date: October 2, 2000
                                                 -------------------------------

State of
         -----------------------------------
County of
          ----------------------------------

Subscribed Before Me This
____ Day of _________, _______.


____________________________________________
             Notary Public


                                       -16-

<PAGE>


                                  Supplement B
                         AMENDMENT OF EMPLOYEE AGREEMENT

         This document is attached to, is incorporated into, and forms a part
of, an agreement (the "Agreement") made and entered into ____________, 2000 (the
"Effective Date"), by and among Gillian V. Derbyshire, United States Can
Company, and U.S. Can Corporation. The Employee Agreement (as defined in the
Agreement) is hereby amended effective as of the Effective Date by substituting
the following for all of paragraph 2 thereof:

         "2. Reserved."

                                       -17-