<PAGE>

                                                                   EXHIBIT 10.31

                                PLEDGE AGREEMENT

         THIS PLEDGE AGREEMENT (this "Pledge Agreement") is entered into as of
July 22, 2003 among UNITED STATES CAN COMPANY, a Delaware corporation (the
"Company"), U.S. CAN CORPORATION, a Delaware corporation (the "Parent
Guarantor"), and each of the Domestic Subsidiaries of the Company (individually
a "Subsidiary Guarantor" and collectively the "Subsidiary Guarantors"; together
with the Company and the Parent Guarantor, individually a "Pledgor" and
collectively the "Pledgors") and WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, in its capacity as trustee and collateral agent (in such capacity,
the "Collateral Agent") for the benefit of the Holders (described below).

                                    RECITALS

         WHEREAS, pursuant to that certain Indenture dated as of the date hereof
(as amended, modified, extended, renewed, restated or replaced from time to time
hereinafter, the "Indenture") among the Company, the Collateral Agent, and the
Parent Guarantor, the Company has issued on the date hereof $125,000,000 10 7/8%
Senior Secured Notes due 2010 (collectively, the "Notes");

         WHEREAS, the Subsidiary Guarantors (including all future Subsidiaries
of the Company which become a party thereto by execution of a Guarantee
Supplement (as defined in the Indenture)) have guaranteed the obligations of the
Company under the Notes and the Indenture pursuant to the terms of that certain
Subsidiary Guarantee dated as of the date hereof (as amended, modified,
extended, renewed, restated or replaced from time to time hereinafter, the
"Subsidiary Guarantee") and the Parent Guarantor has guaranteed the obligations
of the Company under the Notes and the Indenture pursuant to the terms of that
certain Parent Guarantee dated as of the date hereof (as amended, modified,
extended, renewed, restated or replaced from time to time hereinafter, the
"Parent Guarantee"; collectively, the Indenture, the Notes, the Subsidiary
Guarantee and the Parent Guarantee, together with all documents and instruments
executed in connection therewith, are referred to herein as the "Note
Documents");

         WHEREAS, the obligations of the Company, the Parent Guarantor and the
Subsidiary Guarantors under the Note Documents are to be secured pursuant to the
terms of this Pledge Agreement by liens on and security interests in the Pledged
Collateral;

         WHEREAS, pursuant to a Lien Intercreditor Agreement dated as of the
date hereof (as amended, modified, extended, renewed, restated or replaced from
time to time hereinafter, the "Intercreditor Agreement") among Bank of America,
N.A., in its capacity as agent (in such capacity, the "Senior Agent") for the
financial institutions party to the Credit Agreement, the Collateral Agent, the
Company, the Parent Guarantor and the Subsidiary Guarantors, the liens on and
security interests in the Pledged Collateral granted by the Company, the Parent
Guarantor and the Subsidiary Guarantors pursuant hereto are junior to the liens
on and security interests in the Pledged Collateral granted by the Company, the
Parent Guarantor and the Subsidiary Guarantors to the Senior Agent; and

                                                                PLEDGE AGREEMENT

<PAGE>

         WHEREAS, it is a condition precedent to the effectiveness of the
Indenture and the obligations of the Holders to purchase the Notes that the
Obligors shall have executed and delivered this Pledge Agreement to the
Collateral Agent for the benefit of the Holders.

                                    AGREEMENT

         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. (a) Unless otherwise defined herein, capitalized
terms used herein shall have the meanings ascribed to such terms in the
Indenture, 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. Except as otherwise expressly provided, all definitions shall be
equally applicable to the singular and plural forms of the terms defined.

         (b)      In addition, the following terms shall have the following
meanings:

         "First-Tier Foreign Subsidiary": any direct Foreign Subsidiary of a
Pledgor.

         "Governmental Authority": any nation or government, any
intergovernmental or supranational body, any state or other political
subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of government, any securities exchange
and any self-regulatory organization (including the National Association of
Insurance Commissioners).

         "Paid in Full": the indefeasible payment in full in of all obligations
of the Obligors under the Indenture and the Notes in accordance with Section
8.01(i) of the Indenture.

         "Secured Obligations": the collective reference to all of the
obligations owing from the Company or any other Obligor to any Holder or the
Collateral Agent in connection with the Note Documents, 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.

         "Security Agreement": that certain Security Agreement dated as of the
date hereof among the Pledgors and the Collateral Agent, as the same may be
amended, modified, extended, renewed, restated or replaced from time to time
hereinafter.

         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 Holders, and
grants to the Collateral Agent, for the benefit of the Holders, a continuing
security interest in any and all right, title and interest of such Pledgor in

                                                                PLEDGE AGREEMENT

<PAGE>

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 (provided that any Capital Stock which would
         require the presentation of separate audited financial statements for
         such Subsidiary pursuant to rules and regulations promulgated by the
         Securities and Exchange Commission shall be excluded from the
         definition of "Pledged Collateral" hereunder until such time as such
         rules and regulations are repealed, superseded or no longer of any
         force or effect at which time the applicable Pledgor shall pledge such
         Capital Stock pursuant to the terms hereof):

                           (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 Indenture, 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.

                                                                PLEDGE AGREEMENT

<PAGE>

                  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 Secured
         Obligations owing from the Company or any other Pledgor to any Holder
         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, in no
         event shall more than 65% of the Capital Stock of any First Tier
         Foreign Subsidiary of any Pledgor secure the Secured Obligations.

         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 or its agent or bailee (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.

                                                                PLEDGE AGREEMENT

<PAGE>

                  (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 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 Holders, 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
Note Documents) or any Note Document is in effect, and until all of Notes shall
have been Paid in Full and the Indenture shall have been terminated (except as
provided in Section 8.01(iii) of the Indenture):

                  (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 Holder.

                                                                PLEDGE AGREEMENT

<PAGE>

                  (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 on behalf of the Holders
         of its rights and remedies hereunder (except as may be required by laws
         affecting the offering and sale of securities).

                  (e)      Security Interest/Priority. This Pledge Agreement
         creates a valid security interest in favor of the Collateral Agent, for
         the benefit of the Holders, in the Pledged Collateral. Pursuant to the
         terms of the Intercreditor Agreement, the taking of possession by the
         Senior 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 second 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 second priority perfected security interest, subject to
         Permitted Liens, 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 second 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.

                                                                PLEDGE AGREEMENT

<PAGE>

         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 Note
Documents) or any Note Document is in effect, and until all of Notes shall have
been Paid in Full and the Indenture shall have been terminated (except as
provided in Section 8.01(iii) of the Indenture), such Pledgor shall:

                  (a)      Books and Records. At any time after the Credit
         Agreement is no longer in effect, 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 Holders, 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 otherwise dispose of Pledged Collateral of such Pledgor or any
         interest therein, except as permitted under the Indenture and the other
         Note 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 second
         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 Indenture.

                  (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,

                                                                PLEDGE AGREEMENT

<PAGE>

         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, 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 bear
interest from the date said amounts are expended at 11 7/8 % per annum. 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 or the other
Note Documents. 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
Indenture 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, on
         behalf of the Holders, shall have, in respect of the Pledged Collateral
         of any Pledgor, in addition to the rights and remedies provided herein,
         in the Note Documents and any Holder 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 Holder may in such event bid for the

                                                                PLEDGE AGREEMENT

<PAGE>

         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 12.02 of the Indenture 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 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 9-621 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 Holders are legally entitled, the
         Pledgors shall be jointly and severally liable for the

                                                                PLEDGE AGREEMENT

<PAGE>

         deficiency, together with interest thereon at 11 7/8 % per annum 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.

         10.      Rights of the Collateral Agent.

                  (a)      Power of Attorney. In addition to other powers of
         attorney contained herein, to the fullest extent permitted by
         applicable law, each Pledgor hereby designates and appoints the
         Collateral Agent, on behalf of the Holders, 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

                                                                PLEDGE AGREEMENT

<PAGE>

                  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 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 Holders 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 Note Documents) or any Note
         Document is in effect and (ii) until all of Notes shall have been Paid
         in Full and the Indenture shall have been terminated (except as
         provided in Section 8.01(iii) of the Indenture). 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 Indenture, 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

                                                                PLEDGE AGREEMENT

<PAGE>

         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 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 Indenture; 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 not prohibited under the Indenture.

                           (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

                                                                PLEDGE AGREEMENT

<PAGE>

                           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 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 Indenture
         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 second priority lien on all
         Pledged Collateral not expressly released or substituted.

                  (g)      Provisions Concerning the Collateral Agent. The
         provisions of Section 10 of the Security Agreement shall apply to the
         Collateral Agent as if fully set forth herein.

         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 Holders in cash or its equivalent, subject to the
Intercreditor Agreement, will be applied in reduction of the Pledgor Obligations
in the order set forth in Section 6.10 of the Indenture, 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 Holders, (a) as
required under Section 7.07 of the Indenture 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 Note Documents) or any Note Document is in effect,
         and until all of Notes shall have been Paid in Full and the Indenture
         shall have been terminated (except as provided in Section 8.01(iii) of
         the Indenture). Upon such payment and termination, the Collateral
         Agent, on behalf of the Holders, shall, upon the request and at the
         expense of the Pledgors, forthwith release all of their Liens and
         security interests hereunder and shall

                                                                PLEDGE AGREEMENT

<PAGE>

         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 Holder 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
         limitation any reasonable legal fees and disbursements) incurred by the
         Collateral Agent or any Holder 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 2.2 of the Intercreditor Agreement
and Article 9 of the Indenture.

         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 Holders hereunder, to the benefit
of the Collateral Agent and the Holders and their successors and permitted
assigns; provided, however, that none of the Pledgors may assign its rights or
delegate its duties hereunder except as permitted by the Indenture. To the
fullest extent permitted by law, each Pledgor hereby releases the Collateral
Agent and each Holder, 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 Holder, 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 12.02 of the
Indenture.

         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.

                                                                PLEDGE AGREEMENT

<PAGE>

         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 at the
         address for notices pursuant to Section 12.02 of the Indenture, 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 Holder, 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 Note
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 Note
Documents or the transactions contemplated herein and therein.

                                                                PLEDGE AGREEMENT

<PAGE>

         23.      Survival. All representations and warranties of the Pledgors
hereunder shall survive the execution and delivery of this Pledge Agreement and
the other Note Documents and the issuance of the Notes.

         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, on behalf of the Holders, 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 Holders
have the right, in their sole discretion, to determine which rights, security,
liens, security interests or remedies the Collateral Agent, on behalf of the
Holders, 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 Holders' rights or the Pledgor Obligations under
this Pledge Agreement, under any other of the Note Documents.

         25.      Priority of Liens. The relative priority of the security
interests with respect to certain of the Pledged Collateral is governed by the
terms of the Intercreditor Agreement. This Pledge Agreement and the Liens
granted herein will be junior in priority to the First Priority Liens (as
defined in the Intercreditor Agreement) in the manner and to the extent set
forth in the Intercreditor Agreement. This Pledge Agreement shall automatically
be amended and the Collateral covered hereunder (or portion thereof)
automatically released upon the terms and conditions set forth in Section 2.2 of
the Intercreditor Agreement. To the extent of any inconsistency between the
terms of the Intercreditor Agreement and this Pledge Agreement, the terms of the
Intercreditor Agreement shall govern.

         26.      Delivery to Senior Agent. Notwithstanding any other provision
of this Pledge Agreement, during the term of the Credit Agreement, in the event
any requirement hereunder of an Obligor to deliver or cause to be delivered any
agreement, instrument, Pledged Collateral or other document to the Collateral
Agent is also a requirement of such Obligor under the terms of the Credit
Agreement, such requirement hereunder shall be deemed to be satisfied upon the
delivery of such agreement, instrument, Pledged Collateral or other document to
the Senior Agent pursuant to the terms of the Credit Agreement.

                                                                PLEDGE AGREEMENT

<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: /s/ Sandra K. Vollman
                                            Name: Sandra K. Vollman
                                            Title: Sr. VP and CFO

                                            U.S. CAN CORPORATION,
                                            a Delaware corporation

                                            By: /s/ Sandra K. Vollman
                                            Name: Sandra K. Vollman
                                            Title: Sr. VP and CFO

                                            USC MAY VERPACKUNGEN HOLDING, INC.,
                                            a Delaware corporation

                                            By: /s/ Sandra K. Vollman
                                            Name: Sandra K. Vollman
                                            Title: Sr. VP and CFO

                                                                PLEDGE AGREEMENT

<PAGE>

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

                                            WELLS FARGO BANK MINNESOTA,
                                            NATIONAL ASSOCIATION,
                                            as Collateral Agent

                                            By:    /s/ Jane Y. Schweiger
                                            Name:  Jane Y. Schweiger
                                            Title: Vice President

                                                                PLEDGE AGREEMENT

<PAGE>

                                  Schedule 2(a)

                                       to

                                Pledge Agreement

                      dated as of July 22, 2003 in favor of

                Wells Fargo Bank Minnesota, National Association,

                               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                       100                    1                  100%             100%
Holding Inc.
</TABLE>

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

<PAGE>

PLEDGOR:  USC MAY VERPACKUNGEN HOLDING INC.

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

<PAGE>

                                  Exhibit 4(a)

                                       to

                                Pledge Agreement

                      dated as of July 22, 2003 in favor of

                Wells Fargo Bank Minnesota, National Association,

                               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: _____________________________