American National Can Group, Inc.

                              Directors Stock Plan

1.   The Plan

a)   Purpose. The purpose of the American National Can Group, Inc. Directors
     Stock Plan (the "Plan") is to promote the longer-term financial success of
     American National Can Group, Inc. (the "Company") by providing a means for
     directors to own shares in the Company.

b)   Effective Date. To serve this purpose, the Plan will become effective upon
     its adoption by the Company's Board of Directors, but in no event shall the
     Plan become effective until the occurrence of the initial public offering
     of shares of the Company's stock.

2.   Administration

a)   Committee. The Plan shall be administered by the Compensation Committee of
     the Board of Directors of the Company (the "Committee").

b)   Powers and Authority. The Committee's powers and authority include
     interpreting the Plan's provisions and administering the Plan in a manner
     that is consistent with its purpose. All actions taken, and determinations
     made, by the Committee in respect of the Plan shall be conclusive and
     non-appealable.

c)   Eligible Participants. Includes any member of the Board of Directors of the
     Company who is not a current employee of the Company on the date of the
     annual grants.

d)   Award Agreement. An award under the Plan shall be subject to the terms and
     conditions provided for in the Plan. The terms and conditions of any award
     to any eligible participant shall be reflected in a written document, the
     form of which will be determined by the Committee. A copy of such document
     will be provided to the participant, and the Committee may, but need not
     require that the participant sign a copy of the document. Such document is
     referred to in the Plan as an "Award Agreement" regardless of whether any
     participant signature is required.

e)   Award Prices. For the Plan purposes, each stock option shall have an
     exercise price which shall reflect at least the average traded price (which
     for purposes of this Plan shall be defined to mean the average of the high
     and low trading prices on the applicable date) of a share of the common
     stock of the Company, par value $0.01 per share ("Share") on the applicable
     grant date. The per Share exercise price of any stock option may not be
     decreased after the grant of the award, and a stock option may not be
     surrendered as consideration in exchange for the grant of a new award with
     a lower per Share exercise price.

3.   Shares Subject to the Plan

a)   Maximum Shares Available for Delivery. The maximum number of Shares that
     may be delivered to participants and their beneficiaries under the Plan
     shall be equal to the sum of (i) 400,000 and (ii) up to 400,000 additional
     Shares, if authorized by the Company's Board of Directors, which are
     reacquired in the open market or in a private transaction after the
     effective date of this Plan using proceeds from stock option exercises. In
     addition, any Shares granted under the Plan which are forfeited back to the
     Company because of the failure to meet an award contingency or condition
     shall again be available for delivery pursuant to new awards granted under
     the Plan. Any Shares covered by an award (or portion of an



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     award) granted under the Plan, which is forfeited or canceled, expires or
     is settled in cash, shall be deemed not to have been delivered for purposes
     of determining the maximum number of Shares available for delivery under
     the Plan. Likewise, if any stock option is exercised by tendering Shares,
     either actually or by attestation, to the Company as full or partial
     payment in connection with the exercise of a stock option under this Plan
     or any prior plan of the Company, only the number of Shares issued net of
     the Shares tendered or withheld to settle tax liability shall be deemed
     delivered for purposes of determining the maximum number of Shares
     available for delivery under the Plan. Further, Shares issued under the
     Plan through the settlement, assumption or substitution of outstanding
     awards or obligations to grant future awards as a condition of the Company
     acquiring another entity shall not reduce the maximum number of Shares
     available for delivery under the Plan.

b)   Adjustments for Corporate Transactions. The Committee may determine that a
     corporate transaction has affected the price per Share such that an
     adjustment or adjustments to outstanding awards are required to preserve
     (or prevent enlargement of) the benefits or potential benefits intended at
     time of grant. For this purpose a corporate transaction will include, but
     is not limited to, any stock dividend, stock split, extraordinary cash
     dividend, recapitalization, reorganization, merger, consolidation,
     split-up, spin-off, combination or exchange of shares, or other similar
     occurrence. In the event of such a corporate transaction, the Committee
     may, in such manner as the Committee deems equitable, adjust (i) the number
     and kind of shares which may be delivered under the Plan; (ii) the number
     and kind of shares subject to outstanding awards; (iii) the exercise price
     of outstanding stock options; and (iv) any other adjustments the Committee
     determines to be equitable.



4.   Types, Terms and Amounts of Awards

     The types of awards that may be granted under the Plan include:

a)   Stock Option. A stock option represents a right to purchase a specified
     number of Shares during a specified period at a price per Share which is no
     less than that required by Section 2(e). A stock option shall only be in
     the form of a non-qualified stock option, with a ten-year term. The options
     shall vest immediately upon grant. The value of the annual stock option
     award will be $30,000 per director and such value will be determined using
     a modified Black-Scholes option-pricing model and the following
     assumptions:

     (i)  Current price of the underlying stock will equal the fair market value
          ("FMV") of the stock on the date of grant. The FMV is defined by the
          average of the high and the low trading prices on the grant date.

     (ii) The exercise price of the option will remain the same through the term
          of the option regardless of when it is exercised. As such, the price
          must be discounted to reflect the present value. The discount rate
          used will reflect the yield on a U.S. Treasury Bond of equal maturity
          to the option.

     (iii) Expected volatility of the stock price will reflect the volatility of
          the company stocks in the Dow Jones Container and Packaging Index
          during the previous 12 months until 2002. Beginning in 2002, the
          volatility used in the calculation will reflect the Company's actual
          stock price volatility for the previous 12 months.

     (iv) Expected divided yield for 1999 will be the anticipated annualized
          dividend to be paid by the Company during the 12 months following its
          initial public offering. Beginning in 2000 the dividend yield will
          reflect the most recent paid dividend on an annualized basis.

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     (v)  Expected life of the option will equal the maximum option term.

     The Shares covered by a stock option may be purchased by means of a cash
     payment or such other means as the Committee may from time-to-time permit,
     including (i) tendering (either actually or by attestation) Shares valued
     using the market price at the time of exercise, (ii) authorizing a third
     party to sell Shares (or a sufficient portion thereof) acquired upon
     exercise of a stock option and to remit to the Company a sufficient portion
     of the sale proceeds to pay for all the Shares acquired through such
     exercise; or (iii) any combination of the above.

b)   Stock Award. A stock award is a grant of Shares or of a right to receive
     Shares (or their cash equivalent or a combination of both) in the future.
     Each stock award shall be subject to such conditions, restrictions and
     contingencies as the Committee shall determine. An annual stock award will
     be granted with a FMV of $15,000 to each qualified participant on the date
     of grant.

5.   Dividends and Dividend Equivalents

     Stock awards granted under the plan include the right to receive dividends
     or dividend equivalent payments. Stock options have no dividend or dividend
     equivalent rights.

6.   Plan Amendment, Suspensions and Termination.

     The Company's Board of Directors may amend this Plan as it deems necessary
     and appropriate to better achieve the Plan's purpose. The Board of
     Directors of the Company may amend, suspend or terminate this Plan at any
     time. Any such amendment, suspension or termination shall not of itself
     impair any outstanding award grant under the Plan or the applicable
     participant's rights regarding such award.

7.   Miscellaneous

a)   No Individual Rights. Neither the Plan nor any action taken hereunder shall
     be construed as giving any director any right to continue to perform
     services for the Company, any subsidiary or related entity.

b)   Binding Arbitration. Any dispute or disagreement regarding participation
     and/or a recipient's rights under the Plan shall be settled solely by
     binding arbitration in accordance with the applicable rules of the American
     Arbitration Association. The Company's Board of Director's has the sole
     right to select the arbitrator.

c)   No Fractional Shares. No fractional Shares shall be issued or delivered
     pursuant to the Plan or any award, and the Committee shall determine
     whether cash shall be paid or transferred in lieu of any fractional Shares,
     or whether such fractional Shares or any rights thereto shall be canceled.

d)   Transferability. Except as otherwise provided by the Committee, awards
     under the plan are not transferable other than as designated by the
     participant by will or by the laws of descent and distribution.

e)   Governing Law. The Plan shall be governed by the laws of the State of
     Illinois, U.S.A.