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                                                                    Exhibit 10.2

                                PLEDGE AGREEMENT

         THIS PLEDGE AGREEMENT (this "PLEDGE AGREEMENT") is entered into as of
October 4, 2000 among UNITED STATES CAN COMPANY, a Delaware corporation (the
"BORROWER"), U.S. CAN CORPORATION, a Delaware corporation and each of the
Domestic Subsidiaries of the Borrower (individually a "DOMESTIC GUARANTOR" and
collectively the "DOMESTIC GUARANTORS"; together with the Borrower, individually
a "PLEDGOR" and collectively the "PLEDGORS") and BANK OF AMERICA, N.A., in its
capacity as collateral agent (in such capacity, the "COLLATERAL AGENT") for the
lenders from time to time party to the Credit Agreement described below (the
"LENDERS").

                                    RECITALS

         WHEREAS, pursuant to that certain Credit Agreement dated as of the date
hereof (as amended, modified, extended, renewed, restated or replaced from time
to time, the "CREDIT AGREEMENT") among the Borrower, the Foreign Subsidiary
Borrowers party thereto, the Domestic Guarantors, the Lenders, the Collateral
Agent in its capacity as Administrative Agent, Citicorp North America, Inc., as
Syndication Agent, and Bank One, NA (Main Office Chicago), as Documentation
Agent, the Lenders have agreed to make Loans and issue Letters of Credit upon
the terms and subject to the conditions set forth therein; and

         WHEREAS, it is a condition precedent to the effectiveness of the Credit
Agreement and the obligations of the Lenders to make their respective Loans and
issue their respective Letters of Credit under the Credit Agreement that the
Pledgors shall have executed and delivered this Pledge Agreement to the
Collateral Agent for the ratable benefit of the Lenders.

         NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

         1. DEFINITIONS. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed to such terms in the Credit Agreement,
and the following terms which are defined in the Uniform Commercial Code (the
"UCC") in effect in the State of New York are used herein as so defined:
Control, Entitlement Order, Investment Company Security, Proceeds, Products,
Securities Account, Security Entitlement, Securities Intermediary and Security.
For purposes of this Pledge Agreement, (a) the term "Lender" shall include any
Affiliate of any Lender which has entered into a Hedging Agreement with any
Credit Party and (b) the term "First-Tier Foreign Subsidiary" shall mean any
direct Foreign Subsidiary of a Pledgor. Except as otherwise expressly provided,
all definitions shall be equally applicable to the singular and plural forms of
the terms defined.

         2. PLEDGE AND GRANT OF SECURITY INTEREST. To secure the prompt payment
and performance in full when due, whether by lapse of time or otherwise, of the
Pledgor Obligations (as defined in Section 3 hereof), each Pledgor hereby
pledges and assigns to the Collateral Agent, for the benefit of the Lenders, and
grants to the Collateral Agent, for the benefit of the Lenders, a continuing
security interest in any and all right, title and interest of such Pledgor in
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and to the following, whether now owned or existing or owned, acquired, or
arising hereafter (collectively, the "PLEDGED COLLATERAL"):

                  (a) PLEDGED CAPITAL STOCK. 100% (or, if less, the full amount
         owned by such Pledgor) of the issued and outstanding Capital Stock of
         each Domestic Subsidiary and, subject to Section 3 hereof, each
         First-Tier Foreign Subsidiary set forth on SCHEDULE 2(a) attached
         hereto, together with the certificates (or other agreements or
         instruments), if any, representing such Capital Stock and all options
         and other rights, contractual or otherwise, with respect thereto
         (collectively, together with the Capital Stock described in Sections
         2(b) and 2(c) below, the "PLEDGED CAPITAL STOCK"), including, but not
         limited to, the following:

                           (A) all shares, securities, membership interests or
                  other equity interests representing a dividend on any of the
                  Pledged Capital Stock, or representing a distribution or
                  return of capital upon or in respect of the Pledged Capital
                  Stock, or resulting from a stock split, revision,
                  reclassification or other exchange therefor, and any
                  subscriptions, warrants, rights or options issued to the
                  holder of, or otherwise in respect of, the Pledged Capital
                  Stock; and

                           (B) without affecting the obligations of the Pledgors
                  under any provision prohibiting such action hereunder or under
                  the Credit Agreement, in the event of any consolidation or
                  merger involving the issuer of any Pledged Capital Stock and
                  in which such issuer is not the surviving entity, the Capital
                  Stock of the successor entity formed by or resulting from such
                  consolidation or merger.

                  (b) ADDITIONAL SHARES. 100% (or, if less, the full amount
         owned by such Pledgor) of the issued and outstanding Capital Stock of
         any Person which hereafter becomes a Domestic Subsidiary or a
         First-Tier Foreign Subsidiary, together with the certificates (or other
         agreements or instruments), if any, representing such Capital Stock.

                  (c) PROCEEDS. All Proceeds and Products of the foregoing,
         however and whenever acquired and in whatever form.

         Without limiting the generality of the foregoing, it is hereby
specifically understood and agreed that a Pledgor may from time to time
hereafter deliver additional Capital Stock to the Collateral Agent as collateral
security for the Pledgor Obligations. Upon delivery to the Collateral Agent,
such additional Capital Stock shall be deemed to be part of the Pledged
Collateral of such Pledgor and shall be subject to the terms of this Pledge
Agreement whether or not SCHEDULE 2(a) is amended to refer to such additional
Capital Stock.

         3. SECURITY FOR PLEDGOR OBLIGATIONS. The security interest created
hereby in the Pledged Collateral of each Pledgor constitutes continuing
collateral security for all of the Credit Party Obligations owing from the
Borrower or any other Credit Party to any Lender or the Collateral Agent,
howsoever evidenced, created, incurred or acquired, whether primary, secondary,
direct, contingent, or joint and several, including, without limitation, all
obligations and liabilities incurred in connection with collecting and enforcing
the foregoing (collectively, the "PLEDGOR OBLIGATIONS"); PROVIDED, HOWEVER, (a)
in no event shall more than


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65% of the Capital Stock of any First Tier Foreign Subsidiary of any Pledgor
collaterally secure the Domestic Credit Party Obligations and (b) the
obligations under any Hedging Agreement owed to any Lender or any Affiliate of a
Lender shall constitute Pledgor Obligations only so long as the other Credit
Party Obligations remain outstanding and/or the Commitments are in effect.

         4. DELIVERY OF THE PLEDGED COLLATERAL; PERFECTION OF SECURITY INTEREST.
Each Pledgor hereby agrees that:

                  (a) DELIVERY OF CERTIFICATES. Each Pledgor shall deliver to
         the Collateral Agent (i) simultaneously with or prior to the execution
         and delivery of this Pledge Agreement, all certificates representing
         the Pledged Capital Stock of such Pledgor and (ii) promptly upon the
         receipt thereof by or on behalf of a Pledgor, all other certificates
         and instruments constituting Pledged Collateral of a Pledgor. Prior to
         delivery to the Collateral Agent, all such certificates and instruments
         constituting Pledged Collateral of a Pledgor shall be held in trust by
         such Pledgor for the benefit of the Collateral Agent pursuant hereto.
         All such certificates shall be delivered in suitable form for transfer
         by delivery or shall be accompanied by duly executed instruments of
         transfer or assignment in blank, substantially in the form provided in
         EXHIBIT 4(a) attached hereto.

                  (b) ADDITIONAL SECURITIES. If such Pledgor shall receive by
         virtue of its being, becoming or having been the owner of any Pledged
         Collateral, any (i) certificate, including without limitation, any
         certificate representing a dividend or distribution in connection with
         any increase or reduction of capital, reclassification, merger,
         consolidation, sale of assets, combination of shares or membership or
         equity interests, stock splits, spin-off or split-off, promissory notes
         or other instrument; (ii) option or right, whether as an addition to,
         substitution for, or an exchange for, any Pledged Collateral or
         otherwise; (iii) dividends payable in securities; or (iv) distributions
         of securities or other equity interests in connection with a partial or
         total liquidation, dissolution or reduction of capital, capital surplus
         or paid-in surplus, then, subject to the percentage limitations set
         forth in Section 2(a) above, such Pledgor shall receive such
         certificate, instrument, option, right or distribution in trust for the
         benefit of the Collateral Agent, shall segregate it from such Pledgor's
         other property and shall deliver it forthwith to the Collateral Agent
         in the exact form received together with any necessary endorsement
         and/or appropriate stock power duly executed in blank, substantially in
         the form provided in EXHIBIT 4(a), to be held by the Collateral Agent
         as Pledged Collateral and as further collateral security for the
         Pledgor Obligations.

                  (c) FINANCING STATEMENTS. Each Pledgor shall execute and
         deliver to the Collateral Agent such UCC or other applicable financing
         statements as may be reasonably requested by the Collateral Agent in
         order to perfect the security interest created hereby in the Pledged
         Collateral of such Pledgor.

                  (d) PROVISIONS RELATING TO SECURITIES ENTITLEMENTS AND
         SECURITIES ACCOUNTS. With respect to any Pledged Collateral consisting
         of a Securities Entitlement or held in a Securities Account, (a) the
         applicable Pledgor and the applicable Securities Intermediary shall
         enter into an agreement with the Collateral Agent granting Control to
         the Collateral


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         Agent over such Pledged Collateral, such agreement to be in form and
         substance satisfactory to the Collateral Agent and (b) the Collateral
         Agent shall be entitled, upon the occurrence and during the continuance
         of a Default or an Event of Default, to notify the applicable
         Securities Intermediary that it should follow the Entitlement Orders of
         the Collateral Agent and no longer follow the Entitlement Orders of the
         applicable Pledgor. Upon receipt by a Pledgor of notice from a
         Securities Intermediary of its intent to terminate the Securities
         Account of such Pledgor held by such Securities Intermediary, prior to
         the termination of such Securities Account the Pledged Collateral in
         such Securities Account shall be (i) transferred to a new Securities
         Account which is subject to a control agreement as provided above or
         (ii) transferred to an account held by the Collateral Agent (in which
         it will be held until a new Securities Account is established).

         5. REPRESENTATIONS AND WARRANTIES. Each Pledgor hereby represents and
warrants to the Collateral Agent, for the benefit of the Lenders, that so long
as any of the Pledgor Obligations remain outstanding (other than any such
obligations which by the terms thereof are stated to survive termination of the
Credit Documents) or any Credit Document or Hedging Agreement between any Credit
Party and any Lender (to the extent the obligations of such Credit Party
thereunder constitute Credit Party Obligations) is in effect, and until all of
the Commitments shall have been terminated:

                  (a) AUTHORIZATION OF PLEDGED CAPITAL STOCK. The Pledged
         Capital Stock is duly authorized and validly issued, is fully paid and,
         with respect any Pledged Capital Stock consisting of stock of a
         corporation, nonassessable and is not subject to the preemptive rights
         of any Person. All other shares of Capital Stock constituting Pledged
         Collateral will be duly authorized and validly issued, fully paid and,
         with respect any Pledged Capital Stock consisting of stock of a
         corporation, nonassessable and not subject to the preemptive rights of
         any Person.

                  (b) TITLE. Each Pledgor has good and indefeasible title to the
         Pledged Collateral of such Pledgor and will at all times be the legal
         and beneficial owner of such Pledged Collateral free and clear of any
         Lien or "adverse claim" (within the meaning of Section 8-102 of the
         UCC), other than Permitted Liens.

                  (c) EXERCISING OF RIGHTS. Neither the grant by the Obligors to
         the Collateral Agent of the rights and remedies hereunder nor the
         exercise by the Collateral Agent of its rights and remedies hereunder
         in a lawful manner will violate any law or governmental regulation or
         any material contractual restriction binding on or affecting a Pledgor
         or any of its property; provided, however, that no representation or
         warranty is made as to any authorization, approval or action by, or
         notice of filing with, any Governmental Authority applicable to the
         Collateral Agent or any Lender.

                  (d) PLEDGOR'S AUTHORITY. No authorization, approval or action
         by, and no notice or filing with any Governmental Authority, the issuer
         of any Pledged Capital Stock or any third party is required either (i)
         for the pledge made by a Pledgor or for the granting of the security
         interest by a Pledgor pursuant to this Pledge Agreement or (ii) for the
         exercise by the Collateral Agent or the Lenders of their rights and
         remedies hereunder (except as may be required by laws affecting the
         offering and sale of securities).


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<PAGE>

                  (e) SECURITY INTEREST/PRIORITY. This Pledge Agreement creates
         a valid security interest in favor of the Collateral Agent, for the
         benefit of the Lenders, in the Pledged Collateral. The taking of
         possession by the Collateral Agent of the certificates, if any,
         representing the Pledged Capital Stock and all other certificates and
         instruments constituting Pledged Collateral will perfect and establish
         the first priority of the Collateral Agent's security interest in the
         Pledged Capital Stock and such certificates and instruments and, upon
         the filing of UCC financing statements in the appropriate filing office
         in the location of each Pledgor's chief executive office, the
         Collateral Agent shall have a first priority perfected security
         interest in all uncertificated Pledged Capital Stock consisting of
         partnership or limited liability company interests that do not
         constitute a Security pursuant to Section 8-103(c) of the UCC. With
         respect to any Pledged Collateral consisting of a Securities
         Entitlement or held in a Securities Account, upon execution and
         delivery by the applicable Pledgor, the applicable Securities
         Intermediary and the Collateral Agent of an agreement granting Control
         to the Collateral Agent over such Pledged Collateral, the Collateral
         Agent shall have a first priority perfected security interest in such
         Pledged Collateral. Except as set forth in this Section, no action is
         necessary to perfect or otherwise protect such security interest.

                  (f) NO OTHER CAPITAL STOCK. No Pledgor owns any Capital Stock
         of any Domestic Subsidiary or First-Tier Foreign Subsidiary other than
         as set forth on SCHEDULE 2(a) attached hereto.

                  (g) PARTNERSHIP AND LIMITED LIABILITY COMPANY INTERESTS.
         Except as previously disclosed to the Collateral Agent pursuant to
         Section 6(f), none of the Pledged Capital Stock consisting of
         partnership or limited liability company interests (i) is dealt in or
         traded on a securities exchange or in a securities market, (ii) by its
         terms expressly provides that it is a Security governed by Article 8 of
         the UCC, (iii) is an Investment Company Security, (iv) is held in a
         Securities Account or (v) constitutes a "Security" or a "Financial
         Asset" as such terms are defined in Article 8 of the UCC.

         6. COVENANTS. Each Pledgor hereby covenants, that so long as any of the
Pledgor Obligations remain outstanding (other than any such obligations which by
the terms thereof are stated to survive termination of the Credit Documents) or
any Credit Document or Hedging Agreement between any Credit Party and any Lender
(to the extent the obligations of such Credit Party thereunder constitute Credit
Party Obligations) is in effect, and until all of the Commitments shall have
been terminated, such Pledgor shall:

                  (a) BOOKS AND RECORDS. Mark its books and records (and shall
         cause the issuer of the Pledged Capital Stock of such Pledgor to mark
         its books and records) to reflect the security interest granted to the
         Collateral Agent, for the benefit of the Lenders, pursuant to this
         Pledge Agreement.

                  (b) DEFENSE OF TITLE. Warrant and defend title to and
         ownership of the Pledged Collateral of such Pledgor at its own expense
         against the claims and demands of all other parties claiming an
         interest therein, keep the Pledged Collateral free from all Liens,
         except for Permitted Liens, and not sell, exchange, transfer, assign,
         lease or


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         otherwise dispose of Pledged Collateral of such Pledgor or any interest
         therein, except as permitted under the Credit Agreement and the other
         Credit Documents.

                  (c) FURTHER ASSURANCES. Promptly execute and deliver at its
         expense all further instruments and documents and take all further
         action that may be necessary and desirable or that the Collateral Agent
         may reasonably request in order to (i) perfect and protect the security
         interest created hereby in the Pledged Collateral of such Pledgor
         (including, without limitation, the execution and filing of UCC
         financing statements and any and all action necessary to satisfy the
         Collateral Agent that the Collateral Agent has obtained a first
         priority perfected security interest in all Pledged Capital Stock); and
         (ii) enable the Collateral Agent to exercise and enforce its rights and
         remedies hereunder in respect of the Pledged Collateral of such
         Pledgor, including, without limitation and if requested by the
         Collateral Agent after the occurrence and during the continuance of an
         Event of Default, delivering to the Collateral Agent irrevocable
         proxies in respect of the Pledged Collateral of such Pledgor.

                  (d) AMENDMENTS. Not make or consent to any amendment or other
         modification or waiver with respect to any of the Pledged Collateral of
         such Pledgor or enter into any agreement or allow to exist any
         restriction with respect to any of the Pledged Collateral of such
         Pledgor other than pursuant hereto or as may be permitted under the
         Credit Agreement.

                  (e) COMPLIANCE WITH SECURITIES LAWS. File all reports and
         other information now or hereafter required to be filed by such Pledgor
         with the United States Securities and Exchange Commission and any other
         state, federal or foreign agency in connection with the ownership of
         the Pledged Collateral of such Pledgor.

                  (f) ISSUANCE OR ACQUISITION OF CAPITAL STOCK. Not, without
         providing 30 days prior written notice to the Collateral Agent and
         without executing and delivering, or causing to be executed and
         delivered, to the Collateral Agent such agreements, documents and
         instruments as the Collateral Agent may require, issue or acquire any
         Capital Stock consisting of an interest in a partnership or a limited
         liability company that (i) is dealt in or traded on a securities
         exchange or in a securities market, (ii) by its terms expressly
         provides that it is a Security governed by Article 8 of the UCC, (iii)
         is an Investment Company Security, (iv) is held in a Securities Account
         or (v) constitutes a "Security" or a "Financial Asset" as such terms
         are defined in Article 8 of the UCC.

         7. PERFORMANCE OF OBLIGATIONS AND ADVANCES BY COLLATERAL AGENT. On
failure of any Pledgor to perform any of the covenants and agreements contained
herein, the Collateral Agent may, at its sole option and in its reasonable
discretion, perform or cause to be performed the same and in so doing may expend
such sums as the Collateral Agent may reasonably deem advisable in the
performance thereof, including, without limitation, the payment of any taxes, a
payment to obtain a release of a Lien or potential Lien, expenditures made in
defending against any adverse claim and all other expenditures which the
Collateral Agent may make for the protection of the security hereof or which may
be compelled to make by operation of law. All such sums and amounts so expended
shall be repayable by the Pledgors on a joint and several basis promptly upon
timely notice thereof and demand therefor, shall constitute additional Pledgor
Obligations and shall


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<PAGE>

bear interest from the date said amounts are expended at the default rate
specified in Section 3.1 of the Credit Agreement for Revolving Loans that are
Base Rate Loans. No such performance of any covenant or agreement by the
Collateral Agent on behalf of any Pledgor, and no such advance or expenditure
therefor, shall relieve the Pledgors of any default under the terms of this
Pledge Agreement, the other Credit Documents or any Hedging Agreement between
any Credit Party. The Collateral Agent may make any payment hereby authorized in
accordance with any bill, statement or estimate procured from the appropriate
public office or holder of the claim to be discharged without inquiry into the
accuracy of such bill, statement or estimate or into the validity of any tax
assessment, sale, forfeiture, tax lien, title or claim except to the extent such
payment is being contested in good faith by a Pledgor in appropriate proceedings
and against which adequate reserves are being maintained in accordance with
GAAP.

         8. EVENTS OF DEFAULT. The occurrence of an event which under the Credit
Agreement would constitute an Event of Default shall be an event of default
hereunder (an "EVENT OF DEFAULT").

         9.       REMEDIES.

                  (a) GENERAL REMEDIES. Upon the occurrence of an Event of
         Default and during the continuation thereof, the Collateral Agent and
         the Lenders shall have, in respect of the Pledged Collateral of any
         Pledgor, in addition to the rights and remedies provided herein, in the
         Credit Documents, in any Hedging Agreement between any Credit Party and
         any Lender or by law, the rights and remedies of a secured party under
         the UCC or any other applicable law.

                  (b) SALE OF PLEDGED COLLATERAL. Upon the occurrence of an
         Event of Default and during the continuation thereof, without limiting
         the generality of this Section and without notice, the Collateral Agent
         may, in its sole discretion, sell or otherwise dispose of or realize
         upon the Pledged Collateral, or any part thereof, in one or more
         parcels, at public or private sale, at any exchange or broker's board
         or elsewhere, at such price or prices and on such other terms as the
         Collateral Agent may deem commercially reasonable, for cash, credit or
         for future delivery or otherwise in accordance with applicable law. To
         the extent permitted by law, any Lender may in such event bid for the
         purchase of such securities. Each Pledgor agrees that, to the extent
         notice of sale shall be required by law and has not been waived by such
         Pledgor, any requirement of reasonable notice shall be met if notice,
         specifying the place of any public sale or the time after which any
         private sale is to be made, is personally served on or mailed postage
         prepaid to such Pledgor in accordance with the notice provisions of
         Section 11.1 of the Credit Agreement at least 10 days before the time
         of such sale. The Collateral Agent shall not be obligated to make any
         sale of Pledged Collateral of such Pledgor regardless of notice of sale
         having been given. The Collateral Agent may adjourn any public or
         private sale from time to time by announcement at the time and place
         fixed therefor, and such sale may, without further notice, be made at
         the time and place to which it was so adjourned.

                  (c) PRIVATE SALE. Upon the occurrence of an Event of Default
         and during the continuation thereof, the Pledgors recognize that the
         Collateral Agent may deem it impracticable to effect a public sale of
         all or any part of the Pledged Collateral and that


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         the Collateral Agent may, therefore, determine to make one or more
         private sales of any such Pledged Collateral to a restricted group of
         purchasers who will be obligated to agree, among other things, to
         acquire such Pledged Collateral for their own account, for investment
         and not with a view to the distribution or resale thereof. Each Pledgor
         acknowledges that any such private sale may be at prices and on terms
         less favorable to the seller than the prices and other terms which
         might have been obtained at a public sale and, notwithstanding the
         foregoing, agrees that such private sale shall not be deemed to have
         been made in a commercially unreasonable manner solely by reason of
         such prices or terms and that the Collateral Agent shall have no
         obligation to delay sale of any such Pledged Collateral for the period
         of time necessary to permit the issuer of such Pledged Collateral to
         register such Pledged Collateral for public sale under the Securities
         Act of 1933. Each Pledgor further acknowledges and agrees that any
         offer to sell such Pledged Collateral which has been (i) publicly
         advertised on a bona fide basis in a newspaper or other publication of
         general circulation in the financial community of New York, New York
         (to the extent that such offer may be advertised without prior
         registration under the Securities Act of 1933), or (ii) made privately
         in the manner described above shall be deemed to involve a "public
         sale" under the UCC, notwithstanding that such sale may not constitute
         a "public offering" under the Securities Act of 1933, and the
         Collateral Agent may, in such event, bid for the purchase of such
         Pledged Collateral.

                  (d) RETENTION OF PLEDGED COLLATERAL. In addition to the rights
         and remedies hereunder, upon the occurrence and during the continuance
         of an Event of Default, the Collateral Agent may, after providing the
         notices required by Section 9-505(2) of the UCC or otherwise complying
         with the requirements of applicable law of the relevant jurisdiction,
         retain all or any portion of the Pledged Collateral in satisfaction of
         the Pledgor Obligations. Unless and until the Collateral Agent shall
         have provided such notices, however, the Collateral Agent shall not be
         deemed to have retained any Pledged Collateral in satisfaction of any
         Pledgor Obligations for any reason.

                  (e) DEFICIENCY. In the event that the proceeds of any sale,
         collection or realization are insufficient to pay all amounts to which
         the Collateral Agent or the Lenders are legally entitled, the Pledgors
         shall be jointly and severally liable for the deficiency, together with
         interest thereon at the default rate specified in Section 3.1 of the
         Credit Agreement for Revolving Loans that are Base Rate Loans and
         together with the costs of collection and the reasonable fees of any
         attorneys employed by the Collateral Agent to collect such deficiency.
         Any surplus remaining after the full payment and satisfaction of the
         Pledgor Obligations shall be returned to the Pledgors or to whomsoever
         a court of competent jurisdiction shall determine to be entitled
         thereto.


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<PAGE>

         10.      RIGHTS OF THE COLLATERAL AGENT.

                  (a) POWER OF ATTORNEY. In addition to other powers of attorney
         contained herein, each Pledgor hereby designates and appoints the
         Collateral Agent, on behalf of the Lenders, and each of its designees
         or agents as attorney-in-fact of such Pledgor, irrevocably and with
         power of substitution, with authority to take any or all of the
         following actions upon the occurrence and during the continuance of an
         Event of Default:

                           (i) to demand, collect, settle, compromise, adjust
                  and give discharges and releases concerning the Pledged
                  Collateral of such Pledgor, all as the Collateral Agent may
                  reasonably determine;

                           (ii) to commence and prosecute any actions at any
                  court for the purposes of collecting any of the Pledged
                  Collateral of such Pledgor and enforcing any other right in
                  respect thereof;

                           (iii) to defend, settle, adjust or compromise any
                  action, suit or proceeding brought and, in connection
                  therewith, give such discharge or release as the Collateral
                  Agent may deem reasonably appropriate;

                           (iv) to pay or discharge taxes, liens, security
                  interests, or other encumbrances levied or placed on or
                  threatened against the Pledged Collateral of such Pledgor;

                           (v) to direct any parties liable for any payment
                  under any of the Pledged Collateral to make payment of any and
                  all monies due and to become due thereunder directly to the
                  Collateral Agent or as the Collateral Agent shall direct;

                           (vi) to receive payment of and receipt for any and
                  all monies, claims, and other amounts due and to become due at
                  any time in respect of or arising out of any Pledged
                  Collateral of such Pledgor;

                           (vii) to sign and endorse any drafts, assignments,
                  proxies, stock powers, verifications, notices and other
                  documents relating to the Pledged Collateral of such Pledgor;

                           (viii) to execute and deliver all assignments,
                  conveyances, statements, financing statements, renewal
                  financing statements, pledge agreements, affidavits, notices
                  and other agreements, instruments and documents that the
                  Collateral Agent may determine necessary in order to perfect
                  and maintain the security interests and liens granted in this
                  Pledge Agreement and in order to fully consummate all of the
                  transactions contemplated herein;

                           (ix) to exchange any of the Pledged Collateral of
                  such Pledgor or other property upon any merger, consolidation,
                  reorganization, recapitalization or other readjustment of the
                  issuer thereof and, in connection therewith, deposit any of
                  the Pledged Collateral of such Pledgor with any committee,
                  depository, transfer


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<PAGE>

                  agent, registrar or other designated agency upon such terms as
                  the Collateral Agent may determine;

                           (x) to vote for a shareholder, partner or member
                  resolution, or to sign an instrument in writing, sanctioning
                  the transfer of any or all of the Pledged Capital Stock of
                  such Pledgor into the name of the Collateral Agent or one or
                  more of the Lenders or into the name of any transferee to whom
                  the Pledged Capital Stock of such Pledgor or any part thereof
                  may be sold pursuant to Section 9 hereof; and

                           (xi) to do and perform all such other acts and things
                  as the Collateral Agent may reasonably deem to be necessary,
                  proper or convenient in connection with the Pledged Collateral
                  of such Pledgor.

         This power of attorney is a power coupled with an interest and shall be
         irrevocable (i) for so long as any of the Pledgor Obligations remain
         outstanding (other than any such obligations which by the terms thereof
         are stated to survive termination of the Credit Documents) or any
         Credit Document or any Hedging Agreement between any Credit Party and
         any Lender (to the extent the obligations of such Credit Party
         thereunder constitute Credit Party Obligations) is in effect and (ii)
         until all of the Commitments shall have been terminated. The Collateral
         Agent shall be under no duty to exercise or withhold the exercise of
         any of the rights, powers, privileges and options expressly or
         implicitly granted to the Collateral Agent in this Pledge Agreement and
         shall not be liable for any failure to do so or any delay in doing so.
         The Collateral Agent shall not be liable for any act or omission or for
         any error of judgment or any mistake of fact or law in its individual
         capacity or its capacity as attorney-in-fact except acts or omissions
         resulting from its gross negligence or willful misconduct. This power
         of attorney is conferred on the Collateral Agent solely to protect,
         preserve and realize upon its security interest in the Pledged
         Collateral.

                  (b) ASSIGNMENT BY THE COLLATERAL AGENT. Subject to the terms
         of the Credit Agreement, the Collateral Agent may from time to time
         assign the Pledgor Obligations or any portion thereof and/or the
         Pledged Collateral or any portion thereof, and the assignee shall be
         entitled to all of the rights and remedies of the Collateral Agent
         under this Pledge Agreement in relation thereto.

                  (c) THE COLLATERAL AGENT'S DUTY OF CARE. Other than the
         exercise of reasonable care to ensure the safe custody of the Pledged
         Collateral while being held by the Collateral Agent hereunder, the
         Collateral Agent shall have no duty or liability to preserve rights
         pertaining thereto, it being understood and agreed that each of the
         Pledgors shall be responsible for preservation of all rights in the
         Pledged Collateral of such Pledgor, and the Collateral Agent shall be
         relieved of all responsibility for such Pledged Collateral upon
         surrendering it or tendering the surrender of it to such Pledgor. The
         Collateral Agent shall be deemed to have exercised reasonable care in
         the custody and preservation of the Pledged Collateral in its
         possession if such Pledged Collateral is accorded treatment
         substantially equal to that which the Collateral Agent accords its own
         property, which shall be no less than the treatment employed by a
         reasonable and prudent


                                       10
<PAGE>

         agent in the industry, it being understood that the Collateral Agent
         shall not have responsibility for (i) ascertaining or taking action
         with respect to calls, conversions, exchanges, maturities, tenders or
         other matters relating to any Pledged Collateral, whether or not the
         Collateral Agent has or is deemed to have knowledge of such matters; or
         (ii) taking any necessary steps to preserve rights against any parties
         with respect to any Pledged Collateral.

                  (d)      VOTING RIGHTS IN RESPECT OF THE PLEDGED COLLATERAL.

                           (i) So long as no Event of Default shall have
                  occurred and be continuing, to the extent permitted by law,
                  each Pledgor may exercise any and all voting and other
                  consensual rights pertaining to the Pledged Collateral of such
                  Pledgor or any part thereof for any purpose not inconsistent
                  with the terms of this Pledge Agreement or the Credit
                  Agreement; and

                           (ii) Upon the occurrence and during the continuance
                  of an Event of Default, all rights of a Pledgor to exercise
                  the voting and other consensual rights which it would
                  otherwise be entitled to exercise pursuant to subsection (i)
                  of this Section shall cease and all such rights shall
                  thereupon become vested in the Collateral Agent which shall
                  then have the sole right to exercise such voting and other
                  consensual rights.

                  (e)      DIVIDEND AND DISTRIBUTION RIGHTS IN RESPECT OF THE
                           PLEDGED COLLATERAL.

                           (i) So long as no Event of Default shall have
                  occurred and be continuing and subject to Section 4(b) hereof,
                  each Pledgor may receive and retain any and all dividends
                  (other than stock dividends and other dividends constituting
                  Pledged Collateral which are addressed hereinabove),
                  distributions or interest paid in respect of the Pledged
                  Collateral to the extent they are allowed under the Credit
                  Agreement.

                           (ii)     Upon the occurrence and during the
                  continuance of an Event of Default:

                                    (A) all rights of a Pledgor to receive the
                           dividends, distributions and interest payments which
                           it would otherwise be authorized to receive and
                           retain pursuant to subsection (i) of this Section
                           shall cease and all such rights shall thereupon be
                           vested in the Collateral Agent which shall then have
                           the sole right to receive and hold as Pledged
                           Collateral such dividends, distributions and interest
                           payments; and

                                    (B) all dividends, distributions and
                           interest payments which are received by a Pledgor
                           contrary to the provisions of subsection (A) of this
                           Section shall be received in trust for the benefit of
                           the Collateral Agent, shall be segregated from other
                           property or funds of such Pledgor, and shall be
                           forthwith paid over to the Collateral Agent as
                           Pledged Collateral in the


                                       11
<PAGE>

                           exact form received, to be held by the Collateral
                           Agent as Pledged Collateral and as further collateral
                           security for the Pledgor Obligations.

                  (f) RELEASE OF PLEDGED COLLATERAL. The Collateral Agent may
         release any of the Pledged Collateral from this Pledge Agreement or may
         substitute any of the Pledged Collateral for other Pledged Collateral
         in connection with a transaction permitted by the Credit Agreement
         without altering, varying or diminishing in any way the force, effect,
         lien, pledge or security interest of this Pledge Agreement as to any
         Pledged Collateral not expressly released or substituted, and this
         Pledge Agreement shall continue as a first priority lien on all Pledged
         Collateral not expressly released or substituted.

         11. APPLICATION OF PROCEEDS. Upon the occurrence and during the
continuance of an Event of Default, any payments in respect of the Pledgor
Obligations and any proceeds of any Pledged Collateral, when received by the
Collateral Agent or any of the Lenders in cash or its equivalent, will be
applied in reduction of the Pledgor Obligations in the order set forth in
Section 9.3 of the Credit Agreement, and each Pledgor irrevocably waives the
right to direct the application of such payments and proceeds.

         12. COSTS OF COUNSEL. At all times hereafter, whether or not an Event
of Default exists, the Pledgors agree to promptly pay upon demand any and all
reasonable costs and expenses of the Collateral Agent or the Lenders, (a) as
required under Section 11.5 of the Credit Agreement and (b) as necessary to
protect the Collateral or to exercise any rights or remedies under this Pledge
Agreement or with respect to any Collateral. All of the foregoing costs and
expenses shall constitute Pledgor Obligations hereunder.

         13.      CONTINUING AGREEMENT.

                  (a) This Pledge Agreement shall be a continuing agreement in
         every respect and shall remain in full force and effect so long as any
         of the Pledgor Obligations remain outstanding (other than any such
         obligations which by the terms thereof are stated to survive
         termination of the Credit Documents) or any Credit Document or any
         Hedging Agreement between any Credit Party and any Lender (to the
         extent the obligations of such Credit Party thereunder constitute
         Credit Party Obligations) is in effect, and until all of the
         Commitments thereunder shall have terminated. Upon such payment and
         termination, the Collateral Agent and the Lenders shall, upon the
         request and at the expense of the Pledgors, forthwith release all of
         their Liens and security interests hereunder and shall execute and
         deliver all UCC termination statements and/or other documents
         reasonably requested by the Pledgors evidencing such termination.
         Notwithstanding the foregoing, all releases and indemnities provided
         hereunder shall survive termination of this Pledge Agreement.

                  (b) This Pledge Agreement shall continue to be effective or be
         automatically reinstated, as the case may be, if at any time payment,
         in whole or in part, of any of the Pledgor Obligations is rescinded or
         must otherwise be restored or returned by the Collateral Agent or any
         Lender as a preference, fraudulent conveyance or otherwise under any
         bankruptcy, insolvency or similar law, all as though such payment had
         not been made; provided that in the event payment of all or any part of
         the Pledgor Obligations is rescinded or must be restored or returned,
         all reasonable costs and expenses (including without


                                       12
<PAGE>

         limitation any reasonable legal fees and disbursements) incurred by the
         Collateral Agent or any Lender in defending and enforcing such
         reinstatement shall be deemed to be included as a part of the Pledgor
         Obligations.

         14. AMENDMENTS; WAIVERS; MODIFICATIONS. This Pledge Agreement and the
provisions hereof may not be amended, waived, modified, changed, discharged or
terminated except as set forth in Section 11.6 of the Credit Agreement.

         15. SUCCESSORS IN INTEREST. This Pledge Agreement shall create a
continuing security interest in the Collateral and shall be binding upon each
Pledgor, its successors and assigns and shall inure, together with the rights
and remedies of the Collateral Agent and the Lenders hereunder, to the benefit
of the Collateral Agent and the Lenders and their successors and permitted
assigns; PROVIDED, HOWEVER, that none of the Pledgors may assign its rights or
delegate its duties hereunder without the prior written consent of each Lender
or the Required Lenders, as required by the Credit Agreement. To the fullest
extent permitted by law, each Pledgor hereby releases the Collateral Agent and
each Lender, and its successors and assigns, from any liability for any act or
omission relating to this Pledge Agreement or the Collateral, except for any
liability arising from the gross negligence or willful misconduct of the
Collateral Agent, or such Lender, or its officers, employees or agents.

         16. NOTICES. All notices required or permitted to be given under this
Pledge Agreement shall be in conformance with Section 11.1 of the Credit
Agreement.

         17. COUNTERPARTS; TELECOPY. This Pledge Agreement may be executed in
any number of counterparts, each of which where so executed and delivered shall
be an original, but all of which shall constitute one and the same instrument.
It shall not be necessary in making proof of this Pledge Agreement to produce or
account for more than one such counterpart. Delivery of an executed counterpart
by facsimile shall be as effective as an original executed counterpart and shall
be deemed a representation that an original executed counterpart will be
delivered.

         18. HEADINGS. The headings of the sections and subsections hereof are
provided for convenience only and shall not in any way affect the meaning,
construction or interpretation of any provision of this Pledge Agreement.

         19. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.

                  (a) THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
         THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND
         INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any
         legal action or proceeding with respect to this Pledge Agreement may be
         brought in the courts of the State of New York, or of the United States
         for the Southern District of New York, and, by execution and delivery
         of this Pledge Agreement, each Pledgor hereby irrevocably accepts for
         itself and in respect of its property, generally and unconditionally,
         the jurisdiction of such courts. Each Pledgor further irrevocably
         consents to the service of process out of any of the aforementioned
         courts in any such action or proceeding by the mailing of copies
         thereof by registered or certified mail, postage prepaid, to it


                                       13
<PAGE>

         at the address for notices pursuant to Section 11.1 of the Credit
         Agreement, such service to become effective 30 days after such mailing.
         Nothing herein shall affect the right of the Collateral Agent to serve
         process in any other manner permitted by law or to commence legal
         proceedings or to otherwise proceed against any Pledgor in any other
         jurisdiction.

                  (b) Each Pledgor hereby irrevocably waives any objection which
         it may now or hereafter have to the laying of venue of any of the
         aforesaid actions or proceedings arising out of or in connection with
         this Pledge Agreement brought in the courts referred to in subsection
         (a) hereof and hereby further irrevocably waives and agrees not to
         plead or claim in any such court that any such action or proceeding
         brought in any such court has been brought in an inconvenient forum.

         20. WAIVER OF JURY TRIAL; WAIVER OF CONSEQUENTIAL DAMAGES. EACH OF THE
PARTIES TO THIS PLEDGE AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS PLEDGE AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY. Each Pledgor agrees not to assert any claim against the
Agents, any Lender, any of their Affiliates, or any of their respective
directors, officers, employees, attorneys or agents, on any theory of liability,
for special, indirect, consequential or punitive damages arising out of or
otherwise relating to any of the transactions contemplated herein.

         21. SEVERABILITY. If any provision of this Pledge Agreement is
determined to be illegal, invalid or unenforceable, such provision shall be
fully severable and the remaining provisions shall remain in full force and
effect and shall be construed without giving effect to the illegal, invalid or
unenforceable provisions.

         22. ENTIRETY. This Pledge Agreement together with the other Credit
Documents represent the entire agreement of the parties hereto and thereto, and
supersede all prior agreements and understandings, oral or written, if any,
including any commitment letters or correspondence relating to the Credit
Documents or the transactions contemplated herein and therein.

         23. SURVIVAL. All representations and warranties of the Pledgors
hereunder shall survive the execution and delivery of this Pledge Agreement, the
other Credit Documents and the Hedging Agreements between any Credit Party and
any Lender (to the extent the obligations of such Credit Party thereunder
constitute Credit Party Obligations), the delivery of the Notes, the making of
the Loans and the issuance of the Letters of Credit.

         24. OTHER SECURITY. To the extent that any of the Pledgor Obligations
are now or hereafter secured by property other than the Pledged Collateral
(including, without limitation, real and other personal property owned by a
Pledgor), or by a guarantee, endorsement or property of any other Person, then
the Collateral Agent and the Lenders shall have the right to proceed against
such other property, guarantee or endorsement upon the occurrence of any Event
of Default, and the Collateral Agent and the Lenders have the right, in their
sole discretion, to determine which rights, security, liens, security interests
or remedies the Collateral Agent and the


                                       14
<PAGE>

Lenders shall at any time pursue, relinquish, subordinate, modify or take
with respect thereto, without in any way modifying or affecting any of them
or any of the Collateral Agent's and the Lenders' rights or the Pledgor
Obligations under this Pledge Agreement, under any other of the Credit
Documents or under any Hedging Agreement between any Credit Party and any
Lender.

         25. RIGHTS OF REQUIRED LENDERS. To the fullest extent permitted by law,
all rights of the Collateral Agent hereunder, if not exercised by the Collateral
Agent, may be exercised by the Required Lenders.


                                       15
<PAGE>

         Each of the parties hereto has caused a counterpart of this Pledge
Agreement to be duly executed and delivered as of the date first above written.


PLEDGORS:

                           UNITED STATES CAN COMPANY,
                           a Delaware corporation


                           By: _________________________________________________
                           Name: _______________________________________________
                           Title: ______________________________________________


                           U.S. CAN CORPORATION,
                           a Delaware corporation


                           By: _________________________________________________
                           Name: _______________________________________________
                           Title: ______________________________________________


                           USC MAY VERPACKUNGEN HOLDING, INC.,
                           a Delaware corporation


                           By: _________________________________________________
                           Name: _______________________________________________
                           Title: ______________________________________________
<PAGE>

         Accepted and agreed to as of the date first above written.

                           BANK OF AMERICA, N.A.,
                           as Collateral Agent


                           By: _________________________________________________
                           Name: _______________________________________________
                           Title: ______________________________________________
<PAGE>


                                  SCHEDULE 2(a)

                                       to

                                Pledge Agreement

                     dated as of October 4, 2000 in favor of

                             Bank of America, N.A.,

                               as Collateral Agent

                              PLEDGED CAPITAL STOCK
                              ---------------------

PLEDGOR:  U.S. CAN CORPORATION

<TABLE>
<CAPTION>
         Name of                  Number of      Certificate      Percentage       Percentage
   Domestic Subsidiary             Shares          Number         Ownership          Pledged
   -------------------             ------          ------         ---------          -------
<S>                                 <C>              <C>            <C>               <C>
United States Can Company           1000             7              100%              100%
</TABLE>


PLEDGOR:  UNITED STATES CAN COMPANY

<TABLE>
<CAPTION>
         Name of                  Number of      Certificate      Percentage       Percentage
   Domestic Subsidiary             Shares          Number         Ownership          Pledged
   -------------------             ------          ------         ---------          -------
<S>                                 <C>              <C>            <C>               <C>
USC May Verpackungen Holding Inc.   100              1              100%              100%

<CAPTION>
         Name of                  Number of      Certificate      Percentage       Percentage
   Foreign Subsidiary              Shares          Number         Ownership          Pledged
   -------------------             ------          ------         ---------          -------
U.S.C. Europe N.V.                 3900              2              100%            100% (subject to
                                   2100              3                               limitations in
                                      1              4                                Section 3)
                                      1              5
<PAGE>

PLEDGOR:  USC MAY VERPACKUNGEN HOLDING INC.

<CAPTION>
         Name of                  Number of      Certificate      Percentage       Percentage
   Domestic Subsidiary             Shares          Number         Ownership          Pledged
   -------------------             ------          ------         ---------          -------
May Verpackungen GmbH & Co., KG     N/A             N/A             100%          100% (subject to
                                                                                   limitations in
                                                                                     Section 3)
</TABLE>
<PAGE>

                                  EXHIBIT 4(a)

                                       to

                                Pledge Agreement

                     dated as of October 4, 2000 in favor of

                             Bank of America, N.A.,

                               as Collateral Agent

                             Irrevocable Stock Power
                             -----------------------

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
to

the following shares of capital stock of _____________________, a ____________
corporation:

          No. of Shares                                 Certificate No.
          -------------                                 ---------------


and irrevocably appoints __________________________________ its agent and
attorney-in-fact to transfer all or any part of such capital stock and to take
all necessary and appropriate action to effect any such transfer. The agent and
attorney-in-fact may substitute and appoint one or more persons to act for him.

                                      _______________,
                                      a ______________ corporation

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________